SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Adding Items 10-13 and amending Item 15 only)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
----------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-29359
GOAMERICA, INC.
---------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3693371
- -------------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
433 Hackensack Avenue, Hackensack, New Jersey 07601
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None
- ----------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
----------- ----------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes: No: X
----------- ----------
The aggregate market value of the voting common equity of the
registrant held by non-affiliates (for this purpose, persons and entities other
than executive officers, directors, and 5% or more shareholders) of the
registrant, as of the last business day of the registrant's most recently
completed second fiscal quarter (June 30, 2002), was $19,437,507.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 26, 2003:
Class Number of Shares
----- ----------------
Common Stock, $0.01 par value 54,073,420
EXPLANATORY NOTE
----------------
This Form 10-K/A is being filed for the purpose of providing the information
required in Part III of the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 as the registrant will not be filing its
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders within
120 days of December 31, 2002. The registrant has not scheduled its 2003 Annual
Meeting of Stockholders as of the date of this filing.
TABLE OF CONTENTS
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Item Page
----- ----
PART III 10. Directors and Executive Officers of the Registrant..................... 2
11. Executive Compensation................................................. 5
12. Security Ownership of Certain Beneficial Owners and Management......... 12
13. Certain Relationships and Related Transactions......................... 13
PART IV 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....... 15
SIGNATURES............................................................................................ 16
EXHIBIT INDEX......................................................................................... 19
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
We have seven members on our Board of Directors. The current
composition of our Board of Directors is as follows:
SERVED AS A POSITIONS WITH
NAME AGE DIRECTOR SINCE THE COMPANY
---- --- -------------- -----------
Aaron Dobrinsky...................... 39 1996 Executive Chairman of the
Board
Joseph Korb.......................... 51 1996 Executive Vice Chairman,
Strategy and Strategic
Alliances
Daniel Luis.......................... 36 2003 Director and Chief
Executive Officer
Mark Kristoff........................ 41 1998 Director
Robi Blumenstein..................... 46 1999 Director
King Lee............................. 62 2003 Director
Alan Docter.......................... 59 1996 Director
Aaron Dobrinsky founded GoAmerica in 1996 and served as our Chairman of
the Board and Chief Executive Officer from our inception in 1996 until January
2003, when he was appointed Executive Chairman. He also served as our President
until November 2000. Prior to founding the Company, from February 1996 to July
1996, Mr. Dobrinsky served as Executive Vice President of Mineral Trading Corp.
Prior to that, Mr. Dobrinsky served in an executive capacity at a number of
mining industry companies.
Joseph Korb joined GoAmerica in 1997 as Executive Vice President and
has been a director since October 1996. In May 2002, Mr. Korb was appointed as
our Executive Vice Chairman, Strategy and Strategic Alliances. He also served as
our President from November 2000 until May 2002. Prior to joining us, Mr. Korb
served in various capacities, including Vice President of Product Management and
Business Development, at RAM Mobile Data (now Cingular Interactive) from 1992 to
1996. Mr. Korb currently serves as a board member and Vice President of the
Portable Computing and Communications Association, an industry trade
association.
Mark Kristoff joined our Board of Directors in June 1998. Since 1991,
Mr. Kristoff has been President and Chief Operating Officer of Considar, Inc.,
an international metals trading company. Since 1990, Mr. Kristoff also has been
an early-stage investor in many technology companies and serves on the Board of
Directors of a number of privately held companies.
2
Daniel Luis joined our Board of Directors in January 2003 at the time
he was elected our Chief Executive Officer. He previously served as our
President and Chief Operating Officer from May 2002 until January 2003. Mr. Luis
is also President and Chief Executive Officer of Wynd Communications Corp.,
which became a wholly-owned subsidiary of GoAmerica in June 2000. Mr. Luis
joined Wynd in 1994 and has held his current positions with Wynd since 1998.
Robi Blumenstein joined our Board of Directors in June 1999. Since
October 2002, Mr. Blumenstein has served as Managing Director of Medical
Research & Support Services, Inc., a company that supports research into
neurodegenerative diseases. Mr. Blumenstein was a principal of MMC Capital,
Inc., a private equity fund, from February 2000 until September 2002. From
January 1994 to February 2000, Mr. Blumenstein was a Managing Director of CIBC
Capital Partners, the merchant banking arm of CIBC World Markets. Mr.
Blumenstein joined CIBC World Markets in 1994.
King Lee joined our Board of Directors in January 2003. Mr. Lee is
Managing Partner of Resource Capitalist LLC, an executive management consulting
firm that packages and invests in early stage technology companies. Previously,
Mr. Lee served as interim CEO/President of Quarterdeck Corporation and
negotiated the sale of that company to Symantec. Mr. Lee also was co-founder of
Wynd Communications Corp. and served on its Board of Directors until its sale to
GoAmerica. Mr. Lee serves on the Boards of Directors of a number of privately
held companies.
Alan Docter joined our Board of Directors in October 1996 at the time
of his initial investment in GoAmerica. Since 1990, Mr. Docter has been an
early-stage investor in technology companies, including M.A.I.D. plc (now
BrightStation), ViaWeb (sold to Yahoo!), Butterfly V.L.S.I. Ltd. (sold to Texas
Instruments) and Invino Corp. (sold to Youth Stream Media Networks). Mr. Docter
has served as President of Continental Mining and Metallurgical Corporation
since 1991 and as President of CMMC Ventures, Inc. since 1999. He has also
served as Vice Chairman of Considar, Inc., an international metals trading
company, since 1995. Mr. Docter serves on the Board of Directors of a number of
privately held companies.
The terms of Messrs. Dobrinsky, Docter and Lee will expire at our
annual meeting in 2003, the terms of Messrs. Korb and Kristoff will expire at
our annual meeting in 2004, and the terms of Messrs. Blumenstein and Luis will
expire at our annual meeting in 2005. None of our current directors is related
to any other director or to any executive officer of the Company.
3
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the
Company:
CAPACITIES IN IN CURRENT
NAME AGE WHICH SERVING POSITION SINCE
- ---- --- ------------- --------------
Aaron Dobrinsky...................... 39 Executive Chairman of the Board 1996
Daniel R. Luis....................... 36 Chief Executive Officer 2003
Joseph Korb ......................... 51 Executive Vice Chairman, Strategy and 2002
Strategic Alliances
Francis J. Elenio (1)................ 37 Chief Financial Officer, Treasurer and 1999
Secretary
Jesse Odom (2)....................... 37 Chief Technology Officer 2000
- -------------
(1) Francis J. Elenio joined GoAmerica in January 1999 as Chief Financial
Officer and has also served as our Treasurer and Secretary since December
1999. Prior to joining us, Mr. Elenio served as Corporate Controller of
Bogen Communications, Inc., a provider of sound systems and telephone
peripherals for commercial, industrial and institutional applications
from June 1997 to January 1999. Prior to that, Mr. Elenio served as Vice
President of Finance and Administration and Corporate Controller of KTI,
Inc. from 1991 to 1997. He previously was a Senior Accountant with Ernst
& Young LLP and is a Certified Public Accountant in New Jersey.
(2) Jesse Odom joined GoAmerica in 1996 as Vice President of Network
Operations. He was appointed Chief Technology Officer in November 2000.
Prior to joining GoAmerica, Mr. Odom served as Vice President of Network
Engineering at American International Ore Corporation from 1991 to 1996.
None of our executive officers is related to any other executive
officer or to any director of the Company. Our executive officers are elected
annually by the Board of Directors and usually serve until their successors are
duly elected and qualified.
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our directors, officers, and stockholders who
beneficially own more than 10% of any class of our equity securities registered
pursuant to Section 12 of the Exchange Act, to file initial reports of ownership
and reports of changes in ownership with respect to our equity securities with
the Securities and Exchange Commission. All reporting persons are required to
furnish us with copies of all reports that such reporting persons file with the
SEC pursuant to Section 16(a). Based on our review of the copies of such forms
received by us or written representations from such reporting persons, each such
reporting person filed all of their respective reports pursuant to Section 16(a)
on a timely basis during 2002.
4
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY OF COMPENSATION IN 2002, 2001 AND 2000
The following Summary Compensation Table sets forth information
concerning compensation for services in all capacities awarded to, earned by or
paid to each person who served as the Company's Chief Executive Officer at any
time during 2002, regardless of compensation level, and each other executive
officer of the Company whose aggregate cash compensation exceeded $100,000 at
the end of 2002 (collectively, the "Named Executives") for the years ended
December 31, 2002, 2001 and 2000.
SUMMARY COMPENSATION TABLE
- ------------------------------------- ----------- ----------------------------------------- ---------------- ---------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
----------------------------------------- ---------------- ---------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(6) OPTIONS -SATION
($) ($) ($) (#) ($)
- ------------------------------------- ----------- ------------- ------------ -------------- ---------------- ---------------
Aaron Dobrinsky............... 2002 225,000 -- -- 306,251 3,900(10)
Executive Chairman of the Board; 2001 225,000 --(2) -- 236,037(3) 3,333(10)
former Chief Executive Officer 2000 225,000 187,500 -- 160,000 4,244(10)
(until January 2003)
Joseph Korb................... 2002 225,000 -- -- 306,250 3,834(10)
Executive Vice Chairman, Strategy 2001 225,000 78,679(3) -- -- 4,036(10)
and Strategic Alliances; former 2000 225,000 187,500 -- 160,000 8,388(10)
President (until May 2002)
Daniel R. Luis................ 2002 214,571 -- -- 641,251 3,351(10)
Chief Executive Officer since 2001 174,134 -- -- -- --
January 2003; former President 2000 130,000 35,000 -- 50,000 --
and Chief Operating Officer (from
May 2002 to January 2003)
Francis J. Elenio............. 2002 185,296 -- -- 250,350 3,513(10)
Chief Financial Officer, 2001 180,000 10,000(4) -- 120,000(4) --
Treasurer and Secretary 2000 150,000 125,000 247,706 (7) 80,000 --
Jesse Odom.................... 2002 185,296 -- -- 250,350 7,235(10)
Chief Technology Officer 2001 180,000 40,000(5) 190,625(8) 30,000(5) 5,980(10)
2000 125,000 60,000 4,980,000(9) -- --
- ------------
(1) Except as otherwise indicated, the bonus awards were earned in the year
indicated and were paid in the following year.
5
(2) Mr. Dobrinsky's 2001 fiscal year bonus consisted of options to purchase
236,037 shares of Common Stock having an above-market exercise price of
$1.89 on the date of grant in 2002.
(3) Such bonus amount was paid during 2001.
(4) Mr. Elenio's 2001 fiscal year bonus consisted of $10,000 cash and options
to purchase 120,000 shares of Common Stock having a fair market value of
$1.89 per share on the date of grant in 2002.
(5) Mr. Odom's 2001 fiscal year bonus consisted of $40,000 cash and options to
purchase 30,000 shares of Common Stock having a fair market value of $1.89
per share on the date of grant in 2002.
(6) The value of certain personal benefits is not included since the aggregate
amount of such compensation did not exceed the lesser of either $50,000 or
10% of the total of annual salary and bonus reported for such Named
Executives in the table above.
(7) Represents the dollar value of the difference between the exercise price
($0.5625) of non-qualified stock options to purchase 27,500 shares of the
Company's Common Stock and the amount received by the executive upon the
sale of such shares on the public market ($9.57).
(8) Represents the dollar value of the difference between the exercise price
($1.0625) of options to purchase 50,000 shares of the Company's Common
Stock and the fair market value ($4.88) of the Common Stock on the exercise
date.
(9) Represents the dollar value of the difference between the exercise price
($0.4375) of warrants to purchase 320,000 shares of the Company's Common
Stock and the fair market ($16.00) value of the Common Stock on the
exercise date.
(10) Represents the dollar value of automobile lease payments paid by or on
behalf of the Company for the benefit of the executive.
6
OPTION GRANTS IN 2002
The following table provides information with respect to stock options
granted to Named Executives during 2002.
- ----------------------------- --------------------------------------------------------------- ------------------------------
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
OPTION TERM ($)(4)
PERCENTAGE
OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN
OPTIONS FISCAL YEAR EXERCISE OR
NAME GRANTED (#) (1) BASE PRICE EXPIRATION DATE 5% 10%
- ----------------------------- --------------- -------------- ------------ ------------------- -------------- ---------------
Aaron Dobrinsky............. 236,037 (3) 4.07 $1.89 April 12, 2012 $281,049 $709,315
306,251 (2) 5.28 $0.29 December 16, 2012 $55,952 $141,212
Joseph Korb................. 306,251 (2) 5.28 $0.29 December 16, 2012 $ 55,952 $141,212
Daniel R. Luis.............. 135,000 2.33 $1.89 January 17, 2012 $160,745 $405,689
200,000 3.45 $0.54 May 29, 2012 $ 68,040 $171,720
306,251 (2) 5.28 $0.29 December 16, 2012 $ 55,952 $141,212
Francis J. Elenio........... 120,000 (3) 2.07 $1.89 January 17, 2012 $142,884 $360,612
250,350 (2) 4.31 $0.29 December 16, 2012 $ 45,739 $115,436
Jesse Odom.................. 30,000 (3) 0.52 $1.89 January 17, 2012 $ 35,721 $ 90,153
250,350 (2) 4.31 $0.29 December 16, 2012 $ 45,739 $115,436
(1) Based on a total of 5,796,214 shares subject to options granted to our
employees under our plans during 2002.
(2) A portion of these options was granted in consideration for a waiver of the
right to receive 2003 salary compensation.
(3) Such option grants were disclosed in the 2002 Proxy Statement filed by the
Company on April 17, 2002.
(4) In accordance with SEC rules, these columns show gains that could accrue
for the respective options, assuming that the market price for our common
stock appreciates from the date of grant over a period of 10 years at an
annualized rate of 5% and 10%, respectively. If the stock price does not
increase above the exercise price at the time of exercise, the realized
value to the Named Executives from these options will be zero.
7
The following table provides certain information as of December 31, 2002
with respect to each of our equity compensation plans:
- --------------------------- ---------------------------- -------------------------- --------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
- --------------------------- ---------------------------- -------------------------- --------------------------------
Equity compensation plans
approved by security
holders 9,224,271 $ 2.22 2,543,068
Equity compensation plans
not approved by security
holders -- -- --
Total (1) 9,224,271 $2.22 2,543,068
- ----------------
(1) Excludes warrants to purchase 1,396,864 shares at $16.00 per share, issued
in connection with strategic alliances. No shareholder vote was required
with such issuances.
On August 3, 1999, we adopted the GoAmerica Communications Corp. 1999
Stock Option Plan. This plan provided for the granting of options to purchase
shares of common stock. No further options will be granted under the GoAmerica
Communications Corp. 1999 Stock Option Plan.
In December 1999, our Board of Directors adopted the GoAmerica, Inc.
1999 Stock Plan (the "Plan") as a successor plan to the GoAmerica Communications
Corp. 1999 Stock Option Plan, pursuant to which 4,800,000 additional shares of
our common stock have been reserved for issuance to selected employees,
non-employee directors and consultants. In May 2001, our shareholders approved
an increase in the maximum number of shares issuable under the Plan from
4,800,000 to 10,624,743 shares.
Under the terms of the Plan, a committee of our Board of Directors may
grant options to purchase shares of our common stock to our employees and
consultants at such prices as may be determined by the committee. The Plan
provides for award grants in the form of incentive stock options and
non-qualified stock options. Options granted under the Plan generally vest
annually over 4 years and expire after 10 years.
8
AGGREGATED OPTION EXERCISES IN 2002 AND YEAR-END OPTION VALUES
The following table sets forth information concerning the year-end
number of unexercised options held by each of the Named Executives. None of the
Named Executives exercised any stock options during 2002 or owned any stock
options with an exercise price below $0.29 , the market price of the Company's
common stock on December 31, 2002.
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS AT
FISCAL
YEAR-END
(#)
EXERCISABLE/
NAME UNEXERCISABLE
-------------------------- ----------------------
Aaron Dobrinsky........... 460,102/ 322,186
Joseph Korb............... 342,084/ 204,167
Daniel R. Luis............ 462,563/ 508,720
Francis J. Elenio......... 435,950/ 226,900
Jesse Odom................ 368,450/ 181,900
COMPENSATION OF DIRECTORS
Historically, non-employee (or "independent") directors serving on our
Board of Directors received annual compensation of $20,000 either in cash or
Company securities equivalents. In addition, each independent director, upon
initial election to the Board of Directors, received options to purchase up to
64,000 shares of our Common Stock. Each director who was a stockholder of the
Company and who served on the Board of Directors as a representative of another
entity or group of stockholders prior to the Company's initial public offering
received options to purchase up to 32,000 shares of our Common Stock. In January
2003, Messrs. Blumenstein, Docter and Kristoff each received $15,000 as
compensation for 2002. Additionally, in January 2003, the Board of Directors
voted to amend the compensation of the Board of Directors for 2003. Under such
changes, non-employee directors serving on our Board of Directors will receive a
$5,000 per quarter retainer and per meeting fees of $1,000 for each in person
Board meeting attended, and $500 for each telephonic Board meeting attended.
Each committee member will receive $500 for each Board Committee meeting
9
attended. Additionally, each independent director shall receive 300,000 stock
options in 2003 (and upon a new director's election to the Board) and 75,000
annually each subsequent year that each such director remains on the Board. All
future option grants shall have an exercise price equal to the fair market value
of our Common Stock on the date of grant and generally shall vest at a rate of
one-third per year from the date of grant. Each director will be reimbursed by
us for his or her reasonable expenses incurred in connection with his or her
participation in our Board meetings.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Mr. Dobrinsky is a party to an agreement with us, effective as of May
6, 2002, under which he now serves as our Executive Chairman of the Board and
previously served as our Chairman and Chief Executive Officer at an initial base
salary of $225,000, subject to annual adjustment. On December 16, 2002, the
Compensation Committee approved a decrease in Mr. Dobrinsky's base salary to
$200,000 effective January 20, 2003. Mr. Korb is a party to an agreement with
us, effective as of May 6, 2002, under which he serves as our Executive Vice
Chairman, Strategy and Strategic Alliances at an initial base salary of
$225,000, subject to annual adjustment. On December 16, 2002, the Compensation
Committee approved a decrease in Mr. Korb's base salary to $200,000 effective
January 20, 2003. Mr. Luis is a party to an agreement with us, effective as of
May 6, 2002, under which he now serves as our Chief Executive Officer at an
initial base salary of $225,000, subject to annual adjustment. On December 16,
2002, the Compensation Committee approved a decrease in Mr. Luis' base salary to
$200,000 effective January 20, 2003. Mr. Elenio is a party to an agreement with
us, effective as of May 6, 2002, under which he serves as our Chief Financial
Officer, Treasurer and Secretary at an initial base salary of $180,000, adjusted
to $185,400 pursuant to a Compensation Committee increase previously approved
and subject to further adjustment. On December 16, 2002, the Compensation
Committee approved a decrease in Mr. Elenio's base salary to $165,000 effective
January 20, 2003. Mr. Odom is a party to an agreement with us, effective as of
May 6, 2002, under which he serves as our Chief Technology Officer at an initial
base salary of $180,000, adjusted to $185,400 pursuant to a Compensation
Committee increase previously approved and subject to further adjustment. On
December 16, 2002, the Compensation Committee approved a decrease in Mr. Odom's
base salary to $165,000 effective January 20, 2003. The Compensation Committee
may award any or all of the above individuals additional bonus payments or
option grants in its discretion.
The initial term of each such agreement is for three years and renews
for one-year periods thereafter. In the event Mr. Dobrinsky, Mr. Korb, Mr. Luis
or Mr. Elenio is terminated without cause, resigns for good reason or, in the
case of each of Mr. Dobrinsky and Mr. Korb, is not reelected to our Board of
Directors, he is entitled to severance in an amount to include all payments that
otherwise would have been paid to him for a period of one year; provided,
however, at the end of the one year period, he will be eligible to receive
payments for up to an additional one year period, if and only if, he does not
obtain a reasonable executive or consulting position that provides him with a
substantially similar base salary (an "Alternate Income Source"). If Mr. Odom is
terminated without cause or resigns for good reason, he is entitled to salary
and benefits for a period of six months from the date of such termination,
provided, however, that at the end of the six month period, he will be eligible
to receive payments for up to an additional six month period, if and only if, he
10
does not obtain another Alternate Income Source. In the event any of the
foregoing employees dies or is terminated for disability, he or his
representative will be entitled to continued payments of base salary for a
period of one year plus, in the case of termination for disability, certain
other benefits. Each of Mr. Dobrinsky and Mr. Korb will also receive up to $800
per month in automobile allowances and will be reimbursed for additional
automobile expenses incurred in connection with their duties. Each of Messrs.
Elenio, Luis and Odom will also receive up to $500 per month in automobile
allowances and will be reimbursed for additional automobile expenses incurred in
connection with their duties. In addition, each of Mr. Dobrinsky and Mr. Korb is
eligible to be a beneficiary of a term life insurance policy in his respective
name, in the face amount of up to $1.0 million, for which we would pay the
premiums. Each employment agreement also contains certain non-competition,
non-solicitation, invention assignment and confidentiality provisions and also
requires that we maintain standard directors and officers insurance of no less
than $10.0 million.
We require all employees to sign an agreement pursuant to which they
agree to maintain the confidentiality of our proprietary information, to assign
any inventions to us, and to agree not to solicit our customers, suppliers or
employees away from us.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Messrs. Blumenstein
and Docter. During 2002, the Committee consisted of Messrs. Blumenstein, Docter
and Brian Bailey from January 1 to December 18, when Mr. Bailey resigned from
the Company's Board of Directors. None of these individuals are or were at any
time officers or employees of the Company. No executive officer of the Company
has served as a director or member of the Compensation Committee (or other
committee serving an equivalent purpose) of any other entity, one of whose
executive officers served as a director or member of the Compensation Committee
of the Company.
No interlocking relationship exists between our Board of Directors or
Compensation Committee and the board of directors or compensation committee of
any other company.
11
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
COMMON STOCK
The following table sets forth certain information, as of March 26,
2003, with respect to holdings of the Company's Common Stock by (i) each person
known by the Company to beneficially own more than 5% of the total number of
shares of Common Stock outstanding as of such date, based on currently available
Schedules 13D and 13G filed with the SEC, (ii) each of the Company's directors
and Named Executives, and (iii) all directors and officers as a group. Unless
otherwise indicated, the address for the individuals below is that of the
Company: GoAmerica, Inc., 433 Hackensack Avenue, Hackensack, New Jersey 07601.
AMOUNT AND NATURE OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2)
- ------------------------------------ --------- --------
(i) Certain Beneficial Owners:
Aaron Dobrinsky........................................ 7,623,750 (3) 14.0%
Joseph Korb............................................ 3,079,460 (4) 5.7%
(ii) Directors and Named Executives who are not set
forth above:
Robi Blumenstein....................................... 117,834 (5) *
Alan Docter............................................ 817,728 (6) 1.5%
Francis J. Elenio...................................... 436,450 (7) *
Mark Kristoff.......................................... 482,284 (8) *
King Lee............................................... 49,755 (9) *
Daniel R. Luis......................................... 465,563 (10) *
Jesse Odom............................................. 368,450 (11) *
(iii) All directors and officers as a
group (9 persons)............................. 13,441,274 (12) 23.6%
- ---------------
* Less than one percent.
(1) Except as set forth in the footnotes to this table and subject to
applicable community property law, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by such stockholder.
(2) Applicable percentage of ownership is based on an aggregate of 54,073,420
shares of Common Stock outstanding on March 26, 2003, plus any then
exercisable stock options held by each such holder, and options and
warrants which will become exercisable by such holder within 60 days
after March 26, 2003.
(3) Includes 460,102 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Also
includes 400 shares held for the benefit of Mr. Dobrinsky's minor
children. Mr. Dobrinsky has voting and dispositive power with respect to
such shares. Also includes 20,000 shares of Common Stock underlying
options held by Cindy Dobrinsky, Mr. Dobrinsky's wife and a former
employee of the Company, which are exercisable as of March 26, 2003 or 60
days after such date. Excludes 322,186 shares of Common Stock underlying
options which become exercisable over time after such period. Mr.
Dobrinsky expressly disclaims beneficial ownership of all shares subject
to options held by Cindy Dobrinsky.
(4) Includes 342,084 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Also
includes 1,234,076 shares held by Korb Business Holdings, L.P. Mr. Korb
has voting and dispositive power with respect to the shares held by Korb
Business Holdings, L.P. Excludes 204,167 shares of Common Stock
underlying options which become exercisable over time after such period.
12
(5) Includes 113,334 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Excludes
70,666 shares of Common Stock underlying options which become exercisable
over time after such period.
(6) Includes 92,000 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Also
includes 329,136 shares of Common Stock underlying warrants which are
immediately exercisable. Excludes 60,000 shares of Common Stock
underlying options which become exercisable over time after such period.
(7) Includes 435,950 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Also
includes an aggregate of 500 shares of Common Stock held by Mr. Elenio's
minor children. Mr. Elenio has voting and dispositive power over the
shares held by his minor children. Excludes 226,900 shares of Common
Stock underlying options which become exercisable over time after such
period.
(8) Includes 92,000 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Also
includes 71,924 shares of Common Stock underlying warrants which are
immediately exercisable. Excludes 60,000 shares of Common Stock
underlying options which become exercisable over time after such date.
(9) Includes 46,755 shares held by the Lee Living Trust. Mr. Lee is a
co-trustee, but not a beneficiary, of the Lee Living Trust. Also includes
3,000 shares of Common Stock underlying warrants which are immediately
exercisable held by the Lee Living Trust. Excludes 90,666 shares of
Common Stock underlying options which become exercisable over time after
such period.
(10) Includes 462,563 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Excludes
508,720 shares of Common Stock underlying options which become
exercisable over time after such period.
(11) Includes 368,450 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date. Excludes
181,900 shares of Common Stock underlying options which become
exercisable over time after such period.
(12) Includes 2,386,483 shares of Common Stock underlying options which are
exercisable as of March 26, 2003 or 60 days after such date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
There have been no transactions involving any of Messrs. Blumenstein,
Docter, Kristoff or Lee, or former directors Brian Bailey and Adam Dell, to be
disclosed since January 1, 2002 under the heading "Compensation Committee
Interlocks and Insider Participation" or otherwise.
Aaron Dobrinsky, our Executive Chairman, was granted options to
purchase 306,251 shares of our Common Stock at an exercise price of $0.29 per
share on December 16, 2002. 102,084 of such options are immediately exercisable.
The remaining 204,167 options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.
Joseph Korb, our Executive Vice Chairman, was granted options to
purchase 306,250 shares of our Common Stock at an exercise price of $0.29 per
share on December 16, 2002. 102,083 of such options are immediately exercisable.
The remaining 204,167 options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.
13
Daniel Luis, our Chief Executive Officer, was granted options to
purchase 306,251 shares of our Common Stock at an exercise price of $0.29 per
share on December 16, 2002. 102,084 of such options are immediately exercisable.
The remaining 204,167 options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.
Frank Elenio, our Chief Financial Officer, Treasurer and Secretary, was
granted options to purchase 250,350 shares of our Common Stock at an exercise
price of $0.29 per share on December 16, 2002. 83,450 of such options are
immediately exercisable. The remaining 166,900 options vest at a rate of
one-fourth per year on each of the first, second, third and fourth anniversaries
of the date of grant.
Jesse Odom, our Chief Technology Officer, was granted options to
purchase 250,350 shares of our Common Stock at an exercise price of $0.29 per
share on December 16, 2002. 83,450 of such options are immediately exercisable.
The remaining 166,900 options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.
14
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (3) Exhibits.
Reference is made to the Exhibit Index on Page 19.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized this 29th day of April, 2003.
GOAMERICA, INC.
By: /s/ Daniel R. Luis
------------------------------
Daniel R. Luis,
Chief Executive Officer
/s/ Francis J. Elenio
------------------------------
Francis J. Elenio,
Chief Financial Officer
16
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Daniel R. Luis, certify that:
1. I have reviewed this annual report on Form 10-K, as amended, of GoAmerica,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 29, 2003
/s/ Daniel R. Luis
- ------------------------
Daniel R. Luis
Chief Executive Officer
17
I, Francis J. Elenio, certify that:
1. I have reviewed this annual report on Form 10-K, as amended, of GoAmerica,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 29, 2003
/s/ Francis J. Elenio
- -----------------------------
Francis J. Elenio
Chief Financial Officer
(Principal financial officer)
18
EXHIBIT INDEX++
ITEM 15(c)
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(2) PLAN OF ACQUISITION
2.1 Merger Agreement and Plan of Reorganization, dated as of
June 13, 2000, by and among GoAmerica, Inc., GoAmerica
Acquisition I Corp., Wynd Communications Corporation and, as
to certain sections, the existing shareholders of Wynd
Communications Corporation (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 13, 2000) (File
No. 000-29359)
2.2 Agreement and Plan of Merger, dated as of August 11,
2000, by and among GoAmerica, Inc., GoAmerica Acquisition II
Corp. and Hotpaper.com. Inc. (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 15, 2000)
(File No. 000-29359)
2.3 Asset Purchase Agreement, dated as of October 31, 2000,
by and among GoAmerica, Inc., GoAmerica Communications
Corp., Flash Creative Management, Inc. and the shareholders
of Flash Creative Management, Inc. listed on Annex I thereto
(Incorporated by reference to GoAmerica's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on November 21, 2000) (File No. 000-29359)
2.4 Merger Agreement and Plan of Reorganization, dated as of
November 13, 2001, by and among GoAmerica, Inc., GoAmerica
Acquisition III Corp., OutBack Resource Group, Inc. and
certain shareholders thereof (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 21, 2000)
(File No. 000-29359)
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Amended and Restated Certificate of Incorporation, as filed
with the Secretary of State of the State of Delaware on May
8, 2000 (Incorporated by reference to GoAmerica's Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on August 7, 2000) (File No. 000-29359)
3.2 By-laws (Incorporated by reference to GoAmerica's
Registration Statement on Form S-1 [which became effective
on April 6, 2000]). (File No. 333-94801)
19
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
4.1 Warrant to Purchase Common Stock of GoAmerica, Inc.
issued to Research In Motion Limited by GoAmerica, Inc. on
August 31, 2000 (Incorporated by reference to GoAmerica's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 2, 2001) (File No. 000-29359)
4.2 Warrant to Purchase Common Stock of GoAmerica, Inc.
issued to Dell Ventures, L.P. by GoAmerica, Inc. on November
14, 2000 (Incorporated by reference to GoAmerica's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on April 2, 2001) (File No. 000-29359)
4.3 Warrant to Purchase Common Stock of GoAmerica, Inc.
issued to Sony Electronics, Inc. by GoAmerica, Inc. on
January 1, 2001 (Incorporated by reference to GoAmerica's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 2, 2001) (File No. 000-29359)
4.4 Form of Warrant to Purchase Common Stock of GoAmerica, Inc.
issued to former shareholders of OutBack Resource Group,
Inc. on November 13, 2001 (Incorporated by reference to
GoAmerica's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 14, 2001)
(File No. 000-29359)
(10) MATERIAL CONTRACTS
10.1 Form of Invention Assignment and Non-Disclosure Agreement
by and between GoAmerica and its employees (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
10.2 Form of Indemnification Agreement by and between GoAmerica
and each of its directors and executive officers
(Incorporated by reference to GoAmerica's Registration
Statement on Form S-1 [which became effective on April 6,
2000]) (File No. 333-94801)
10.3= Value Added Reseller Agreement by and between GoAmerica and
BellSouth Wireless Data L.P. (now Cingular Interactive,
L.P.), dated August 31, 1999 (Incorporated by reference to
GoAmerica's Registration Statement on Form S-1 [which became
effective on April 6, 2000]) (File No.
333-94801)
20
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
10.4= Amendment No. 1, dated March 9, 2000, to the Value Added
Reseller Agreement by and between GoAmerica and BellSouth
Wireless Data L.P. (Incorporated by reference to GoAmerica's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 2, 2001) (File No. 000-29359)
10.5= Amendment No. 2, dated March 21, 2000, to the Value Added
Reseller Agreement by and between GoAmerica and BellSouth
Wireless Data L.P. (now Cingular Interactive, L.P.), dated
August 31, 1999 (Incorporated by reference to GoAmerica's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 2, 2001) (File No. 000-29359)
10.6= Reseller Agreement for Messaging Services by and between
GoAmerica and ARDIS Company (now Motient Communications
Inc.), dated August 25, 1999 (Incorporated by reference to
GoAmerica's Registration Statement on Form S-1 [which became
effective on April 6, 2000]) (File No.
333-94801)
10.7* Amended and Restated Employment Agreement by and between
GoAmerica, Inc. and Daniel R. Luis, dated as of May 6, 2002
(Incorporated by reference to GoAmerica's Quarterly Report
on Form 10-Q filed with the Securities and Exchange
Commission on August 2, 2002) (File No. 000-29359)
10.8* Employment Agreement by and between GoAmerica and Aaron
Dobrinsky, dated as of May 6, 2002 (Incorporated by
reference to GoAmerica's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 2,
2002) (File No. 000-29359)
10.9* Employment Agreement by and between GoAmerica and Aaron
Dobrinsky, dated as of December 31, 1999 (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
10.10* Employment Agreement by and between GoAmerica and
Joseph Korb, dated as of May 6, 2002 (Incorporated by
reference to GoAmerica's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 2,
2002) (File No. 000-29359)
10.11* Employment Agreement by and between GoAmerica and Joseph
Korb, dated as of December 31, 1999 (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
21
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
10.12* Employment Agreement by and between GoAmerica and Francis
Elenio, dated as of May 6, 2002 (Incorporated by reference
to GoAmerica's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 2, 2002) (File
No. 000-29359)
10.13* Employment Agreement by and between GoAmerica and Francis
Elenio, dated as of December 31, 1999 (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
10.14* Employment Agreement by and between GoAmerica and Jesse
Odom, dated as of May 6, 2002 (Incorporated by reference to
GoAmerica's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 2, 2002) (File
No. 000-29359)
10.15* Employment Agreement by and between GoAmerica and Jesse
Odom, dated as of December 31, 1999 (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
10.16* GoAmerica Communications Corp. 1999 Stock Option
Plan (Incorporated by reference to GoAmerica's Registration
Statement on Form S-1 [which became effective on April 6,
2000]) (File No. 333-94801)
10.17* GoAmerica, Inc. 1999 Stock Plan (Incorporated by
reference to GoAmerica's Registration Statement on Form S-1
[which became effective on April 6, 2000]) (File No.
333-94801)
10.18* GoAmerica, Inc. Employee Stock Purchase Plan (Incorporated
by reference to GoAmerica's Registration Statement on Form
S-1 [which became effective on April 6, 2000]) (File No.
333-94801)
10.19 Lease Agreement, dated August 7, 1996, by and between
GoAmerica and Continental Investors, L.P, as amended
(Incorporated by reference to GoAmerica's Registration
Statement on Form S-1 [which became effective on April 6,
2000]) (File No. 333-94801)
22
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
10.20 Third Amendment, dated December 1, 1999, to the Lease
Agreement by and between GoAmerica and Continental
Investors, L.P., dated August 7, 1996 (Incorporated by
reference to GoAmerica's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 2,
2001) (File No. 000-29359)
10.21 Fifth Amendment, dated August 22, 2000, to the August 7,
1996 Lease Agreement by and between GoAmerica and
Continental Investors, L.P., and entered into by and between
GoAmerica and Stellar Continental LLC, the successor
landlord (Incorporated by reference to GoAmerica's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on April 2, 2001) (File No. 000-29359)
10.22 Facilities Maintenance Agreement by and between GoAmerica
and Data General, a division of EMC Corporation, dated
December 13, 1999 (Incorporated by reference to GoAmerica's
Registration Statement on Form S-1 [which became effective
on April 6, 2000]) (File No. 333-94801)
10.23 Amendment, dated March 14, 2001, to the Facilities
Maintenance Agreement by and between GoAmerica and Data
General, a division of EMC Corporation, December 13, 1999
(Incorporated by reference to GoAmerica's Annual Report on
Form 10-K filed with the Securities and Exchange Commission
on April 2, 2001) (File No. 000-29359)
10.23 Registration Rights Agreement, dated October 15, 1996, by
and between GoAmerica Communications Corp. and the Investors
set forth therein (Incorporated by reference to GoAmerica's
Registration Statement on Form S-1 [which became effective
on April 6, 2000]) (File No.
333-94801)
10.24 Strategic Alliance Marketing Agreement by and between
GoAmerica, Inc. and Research in Motion Limited, dated July
1, 2000 (Incorporated by reference to GoAmerica's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on April 2, 2001) (File No. 000-29359)
10.25= Acquisition Agreement, dated as of September 25, 2002,
between EarthLink, Inc., GoAmerica, Inc. and GoAmerica
Communications Corp. (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 2002)
(File No. 000-29359)
10.26= Sales Agent Agreement, dated as of September 25, 2002,
between EarthLink, Inc., GoAmerica, Inc. and GoAmerica
Communications Corp. (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 2002)
(File No. 000-29359)
23
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
10.27= Technology Development Agreement, dated as of September 25,
2002, between EarthLink, Inc., GoAmerica, Inc. and GoAmerica
Communications Corp. (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 2002)
(File No. 000-29359)
10.28= License Agreement, dated as of September 25, 2002, between
EarthLink, Inc., GoAmerica, Inc. and GoAmerica
Communications Corp. (Incorporated by reference to
GoAmerica's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 10, 2002)
(File No.
000-29359)
10.29 Employment Agreement by and between GoAmerica and David
Blumenthal, dated as of November 1, 2000 (Incorporated by
reference to GoAmerica's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 2,
2001) (File No. 000-29359)
10.30 Employment Agreement by and between GoAmerica and Yair
Alan Griver, dated as of November 1, 2000 (Incorporated by
reference to GoAmerica's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 2,
2001) (File No. 000-29359)
10.31= Service Provider Agreement by and between GoAmerica, Inc.
and Research In Motion Limited, effective May 1, 2000
(Incorporated by reference to GoAmerica's Quarterly Report
on Form-10-Q filed with the Securities and Exchange
Commission on May 11, 2001) (File No. 000-29359)
10.32= Amendment to the Service Provider Agreement, effective May
1, 2000, by and between GoAmerica, Inc. and Research In
Motion Limited, dated August 31, 2000 (Incorporated by
reference to GoAmerica's Quarterly Report on Form-10-Q filed
with the Securities and Exchange Commission on May 11, 2001)
(File No. 000-29359)
10.33= Termination Agreement and Mutual Releases, dated October 9,
2001, by and between GoAmerica, Telecordia Technologies,
Inc., Geoworks Corporation and others (Incorporated by
reference to GoAmerica's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 14,
2001) (File No. 000-29359)
24
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(21) SUBSIDIARIES OF GOAMERICA, INC.
21.1 List of subsidiaries of GoAmerica, Inc. (Incorporated by
reference to GoAmerica's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 9,
2003) (File No. 000-29359) (filed herewith)
(23) CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of WithumSmith+Brown P.C. (Incorporated by
reference to GoAmerica's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 9,
2003) (File No. 000-29359)
23.2 Consent of Ernst & Young LLP. (Incorporated by reference to
GoAmerica's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 9, 2003) (File
No. 000-29359)
(99) ADDITIONAL EXHIBITS
99.1 Risk Factors (Incorporated by reference to GoAmerica's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 9, 2003) (File No. 000-29359)
99.2 Certification pursuant to 18 U.S.C. Section 1350 (filed
herewith)
99.3 Certification pursuant to 18 U.S.C. Section 1350 (filed
herewith)
= Confidential treatment has been requested and granted (subject to
applicable renewals) for a portion of this Exhibit. Confidential
materials have been omitted and filed separately with the Securities
and Exchange Commission.
* Management contract or compensatory plan required to be filed as an
exhibit to this form pursuant to Item 15(c).
++Certain schedules and exhibits to the documents listed in this index
are not being filed herewith or have not been previously filed because
we believe that the information contained therein is not material. Upon
request therefore, we agree to furnish supplementally a copy of any
schedule or exhibit to the Securities and Exchange Commission.
25