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): December 12, 2003
GOAMERICA, INC.
(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
ITEM 5. OTHER EVENTS
GoAmerica, Inc. (the "Company") recently received from the Nasdaq Listing
Qualifications Panel a letter confirming that the Company's temporary exception
to the $1.00 minimum closing bid price per share requirement for continued
listing on The Nasdaq SmallCap Market (as required by Nasdaq's Marketplace Rule
4310(c)(4)) was extended through at least January 30, 2004. The Nasdaq Listings
Qualifications Panel provided such additional time for compliance by GoAmerica
with Marketplace Rule 4310(c)(4) because GoAmerica remains in compliance with
all other Nasdaq listing requirements, and to allow for further developments in
the Securities and Exchange Commission's rule-making process with respect to
Nasdaq's proposal to change its minimum bid price rules. Nasdaq recently
proposed certain modifications to its minimum bid price requirements, which
modifications if adopted would provide GoAmerica with additional time to comply
with the minimum bid price requirement.
On December 19, 2003, the Company announced that it had executed definitive
agreements with multiple investors providing for the investors to purchase
96,666,666 shares of the Company's Common Stock, par value $.01 (the "Common
Stock"), for an aggregate purchase price of $14.5 million in a private placement
offering (the "Financing"). The proposed Financing, which is subject to standard
conditions, has been approved by the Company's Board of Directors and is being
presented to GoAmerica's stockholders for approval at a special stockholder
meeting that is currently anticipated to be held in late January 2004.
As part of the Financing, on December 19, 2003, GoAmerica received an
approximately $1 million secured bridge loan from the investors, which loan is
not dependent on stockholder approval, pursuant to 10% Senior Secured
Convertible Promissory Notes (the "Notes") and certain warrants. The Notes were
purchased by the investors at their par value in proportional amounts to their
aggregate investment commitments in the Financing. The principal on the Notes
and accrued interest are due and payable on March 18, 2004, subject to extension
for up to another 30 days upon the consent of the Company and the holders of a
majority-in-interest of the Notes. Upon closing of the Financing after
stockholder approval, the Notes and all accrued interest will automatically
convert into Common Stock at a price of $0.15 per share. Payment of the Notes'
principal and interest is secured by a pledge of the stock of the Company's
wholly owned subsidiary, Wynd Communications Corporation ("Wynd
Communications").
The Company issued press releases on December 19, 2003 with respect to the
Financing and the Company's plans for a strategic refocusing based upon
consummation of the Financing. Additionally, Wynd Communications issued a press
release on December 19, 2003 announcing certain customer service improvement
plans, including 24 hours a day, 7 days a week service through its new
outsourcing relationship with Communication Services for the Deaf, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 GoAmerica, Inc. Press Release regarding financing, dated December 19,
2003.
99.2 GoAmerica, Inc. Press Release regarding strategy, dated December 19,
2007.
99.3 Wynd Communications Corporation Press Release regarding customer service,
dated December 19, 2003.
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/ Daniel R. Luis
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Daniel R. Luis
Chief Executive Officer
Dated: December 22, 2003
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 GoAmerica, Inc. Press Release regarding financing, dated December 19,
2003.
99.2 GoAmerica, Inc. Press Release regarding strategy, dated December 19,
2007.
99.3 Wynd Communications Corporation press release regarding customer service,
dated December 19, 2003.
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