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 30, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 30, 2007, GoAmerica, Inc. (the "Registrant") drew down the
remaining $750,000 under its Credit Agreement, dated August 1, 2007, with the
Lenders named therein and Clearlake Capital Group, as Administrative Agent and
Collateral Agent. As previously disclosed, interest on the loan is payable
monthly, at the LIBO rate, plus 8%. Interest is payable in cash, except that a
portion of the interest equal to 4% will be payable in kind in the form of
additional loans. The loan will be repaid upon the closing of the acquisition of
Verizon's TRS division, and in any event not later than August 2, 2008. The loan
is secured by substantially all of the assets of the Registrant and its
principal subsidiaries and the stock of such principal subsidiaries. The
Registrant has borrowed a total of $3.5 million under the Credit Agreement.
Item 8.01 Other Events.
The new record date for the Registrant's 2007 Annual Meeting of
Stockholders is the close of business on November 7, 2007. The Annual Meeting
will be held on December 13, 2007, at Continental Plaza, 411 Hackensack Avenue,
Lower Level, Hackensack, New Jersey 07601, beginning at 10:00 a.m., local time.
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 Credit Agreement, dated as of August 1, 2007, among
GoAmerica, Inc., the Lenders named therein and
Clearlake Capital Group, L.P., as Administrative Agent
and Collateral Agent, is incorporated by reference to
Exhibit 10.5 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 31, 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, Inc. 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 Credit Agreement, dated as of August 1, 2007, among
GoAmerica, Inc., the Lenders named therein and
Clearlake Capital Group, L.P., as Administrative Agent
and Collateral Agent, is incorporated by reference to
Exhibit 10.5 to the Registrant's Current Report on Form
8-K filed with the SEC on August 7, 2007.
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