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): October 18, 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 1.01 Entry into a Material Definitive Agreement.
As disclosed in the Registrant's Current Report on Form 8-K filed with the
SEC on August 7, 2007, in connection with the Registrant's proposed acquisition
of Verizon's Telecommunications Relay Services ("TRS") division, GoAmerica Relay
Services Corp. (a subsidiary of the Registrant formerly named Acquisition 1
Corp.) entered into a Managed Services Agreement, dated August 1, 2007 (the
"MSA"), with Stellar Nordia Services LLC, pursuant to which Stellar Nordia will
be assuming facilities, employee and operational responsibilities for the two
primary call centers associated with the TRS division. On October 18, 2007,
GoAmerica Relay Services Corp. and Stellar Nordia Services LLC amended the MSA
in order to provide schedules for moving traffic from Verizon's network to
Stellar Nordia's network and related pricing based on various potential closing
dates of the Registrant's acquisition of Verizon's TRS division. Since it is not
known for certain when such acquisition will be consummated, the parties have
agreed upon several plans that contemplate a closing on November 2, 2007 but no
later than December 1, 2007; on December 2, 2007 but no later than January 1,
2008; on January 2, 2008 but no later than February 1, 2008; and on February 2,
2008 but no later than March 1, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit 10.1 Amendment No. 1, dated as of October 18, 2007, by and
among GoAmerica Relay Services Corp. (formerly
Acquisition 1 Corp.) and Stellar Nordia Services LLC to
the Managed Services Agreement, dated as of August 1,
2007.
Exhibit 10.2 Managed Services Agreement, dated August 1, 2007,
between Acquisition 1 Corp. (now GoAmerica Relay
Services Corp.) and Stellar Nordia Services LLC is
incorporated by reference from Exhibit 10.2 to the
Registrant's Current Report on Form 8-K filed with the
SEC on August 7, 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 and General Counsel
Dated: October 22, 2007
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:
In connection with the proposed acquisition of the assets of Verizon's TRS
division, the proposed acquisition of Hands On and the proposed equity
financings related thereto, GoAmerica has filed a preliminary proxy statement
with the Securities and Exchange Commission (the "SEC"). INVESTORS AND
STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS
AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and stockholders may
obtain a free copy of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC's website at www.sec.gov. GoAmerica's
stockholders and other interested parties will also be able to obtain, without
charge, a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail to the Registrant at 433 Hackensack
Avenue, Hackensack, New Jersey 07601, or by telephone to (201) 996-1717.
GoAmerica and its directors and officers may be deemed to be participants in the
solicitation of proxies from GoAmerica's stockholders with respect to the
proposed transactions. Information about GoAmerica's directors and officers and
their ownership of GoAmerica common stock is set forth in the GoAmerica proxy
statements and Annual Reports on Form 10-K and 10-K/A, previously filed with the
SEC, and is set forth in the proxy statement relating to the proposed
transactions.
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Exhibit Index
Exhibit No. Description
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Exhibit 10.1 Amendment No. 1, dated as of October 18, 2007, by and
among GoAmerica Relay Services Corp. (formerly
Acquisition 1 Corp.) and Stellar Nordia Services LLC to
the Managed Services Agreement, dated as of August 1,
2007.
Exhibit 10.2 Managed Services Agreement, dated August 1, 2007,
between Acquisition 1 Corp. (now GoAmerica Relay
Services Corp.) and Stellar Nordia Services LLC is
incorporated by reference from Exhibit 10.2 to the
Registrant's Current Report on Form 8-K filed with the
SEC on August 7, 2007.
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