SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) January 9, 2002
GOAMERICA, INC.
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(Exact Name of Registrant as Specified in 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
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ITEM 5. OTHER EVENTS
On January 9, 2003, GoAmerica, Inc., a Delaware corporation (the "Company"),
announced the following changes to its management and Board of Directors:
- - Dan Luis, former President and COO of the Company, was appointed Chief
Executive Officer and appointed a director to complete the remaining term
of Brian Bailey (see below);
- - Aaron Dobrinsky, former Chairman and Chief Executive Officer of the
Company, was named Executive Chairman;
- - King R. Lee, an industry veteran, was elected by the Board on January 9,
2003 to complete the remaining term of Adam Dell (see below); and
- - Adam Dell of Impact Venture Partners and Brian Bailey of Carousel Capital
resigned from the Board. Neither Mr. Dell nor Mr. Bailey expressed any
disagreements with the Company on any matters relating to the Company's
operations, policies or practices and therefore, the Company is reporting
these resignations under Item 5 rather than Item 6.
A copy of the press release relating to such management and Board changes is
furnished as Exhibit 99.1 but is not filed or incorporated herein except to the
extent necessary for compliance with Regulation FD (see Item 9 below). Copies
of the resignation letters of Messrs. Dell and Bailey are attached to this
Report as Exhibits 99.2 and 99.3, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Except to the extent identified in Item 9 of this Report, the following Exhibits
are filed as part of this Report on Form 8-K:
99.1 Press Release of GoAmerica, Inc. dated January 9, 2003.
99.2 Letter of Resignation of Adam Dell.
99.3 Letter of Resignation of Brian Bailey.
ITEM 9. REGULATION FD DISCLOSURE.
The Company is furnishing under Item 9 of this Current Report on Form 8-K the
information included as Exhibit 99.1 to this report. Exhibit 99.1 is the
Company's news release, dated January 9, 2003, that reports the Company's
management and Board changes.
The information in this Current Report on Form 8-K under Item 9, including the
subject exhibit, is furnished pursuant to Item 9 and shall not be deemed to be
"filed" for the purposes of either the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended.
SIGNATURE
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/ Francis J. Elenio
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Name: Francis J. Elenio
Title: Chief Financial Officer and Secretary
Date: January 13, 2003
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of GoAmerica, Inc. dated January 9, 2003.
99.2 Letter of Resignation of Adam Dell.
99.3 Letter of Resignation of Brian Bailey.