UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 12, 2007
GOAMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29359 22-3693371
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
433 HACKENSACK AVENUE, HACKENSACK, NJ 07601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 7.01. Regulation FD Disclosure
On September 12, 2007, the Registrant announced the execution of a definitive
merger agreement with Hands On Video Relay Services, Inc. ("HOVRS") under which
HOVRS will become a wholly-owned subsidiary of the Registrant and the
stockholders of HOVRS will receive $35 million in cash and approximately 6.7
million shares of the Registrant's common stock. This acquisition will be
financed by the issuances of GoAmerica preferred stock and debt totaling $45
million to Clearlake Capital Group, pursuant to an amended and restated stock
purchase agreement and an amended and restated commitment letter executed
concurrently with the HOVRS agreement. The proposed acquisition and certain
related equity issuances are subject to stockholder approval.
These matters are described in a press release annexed hereto as Exhibit 99.1.
Additional information will be disseminated in future filings with the
Securities and Exchange Commission.
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit 99.1 Press Release of GoAmerica, Inc., dated September 12, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOAMERICA, INC.
By: /s/ Wayne D. Smith
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Wayne D. Smith
Executive Vice President, General Counsel and Secretary
Dated: September 12, 2007
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Exhibit Index
Exhibit 99.1 Press Release of GoAmerica, Inc., dated September 12, 2007
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