EXHIBIT 99.1
CONTACT:
GoAmerica, Inc.
Josh Rochlin
SVP, Strategy and Corporate Development
jrochlin@corp.goamerica.net
201-996-1717
GOAMERICA OBTAINS $14.5 MILLION IN PRIVATE PLACEMENT COMMITMENTS
Hackensack, NJ--December 19, 2003-- GoAmerica, Inc. (NASDAQ: GOAM) announced
today that the Company has executed definitive agreements with multiple
investors providing for the investors to purchase 96,666,666 shares of common
stock for an aggregate purchase price of $14.5 million in a private placement
offering. The cash infusion will allow the Company to fund working capital
needs, grow its core Wynd Communications business and launch new services for
Wynd's constituency of people who are deaf or hard of hearing.
The proposed transaction has been approved by GoAmerica's Board of Directors and
is being presented to GoAmerica's stockholders for approval at a special
stockholders meeting currently expected to be held in late January 2004 and is
subject to certain standard conditions. The $14.5 million to be paid to the
Company includes an immediate $1 million in secured bridge loan financing, which
loan is not dependent on stockholder approval. In connection with this private
placement, GoAmerica successfully negotiated new arrangements with its largest
creditors, including the previously announced agreements with its primary
landlord. These arrangements have released the company from approximately $12
million of debt and contingent liabilities.
The securities sold in the private placement have not been registered under the
Securities Act of 1933, as amended (the "Act"), and may not be offered or sold
in the United States in the absence of an effective registration statement or
exemption from the registration requirements under the Act. In accordance with
the terms of the Purchase Agreement entered into by the Company and the
investors in connection with this financing, the Company has agreed to file a
proxy statement with the Securities and Exchange Commission to seek stockholder
approval of the financing. In accordance with the terms of the Registration
Rights Agreement entered into by the Company and the investors in connection
with this financing, the Company has agreed to file a resale registration
statement on Form S-3 promptly after the approval of the transactions by the
Company's stockholders.
About GoAmerica
GoAmerica, Inc.'s aim is to improve the quality of life for people who are deaf
or hard of hearing by being their premier provider of innovative communication
services. These technology-based services are delivered through GoAmerica's
wholly owned subsidiaries, including Wynd Communications Corporation, the
leading provider of wireless telecommunications services for people with hearing
loss. Wynd Communications is a winner of the California Governor's Award for
Excellence in Universal Design and Technology and has been recognized by both
the Clinton and Bush Administrations for its commitment to Americans with
disabilities. For more information, visit www.goamerica.net or contact GoAmerica
directly at TTY 800-549-2800, voice 805-781-6000.
The statements contained in this news release that are not based on historical
fact -including the statements regarding 2003, 2004 and 2005 revenues and
profitability, subscriber metrics, the Company's plans and strategies, market
opportunities, anticipated service offerings and other future plans and
objectives, are "forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements
may be identified by the use of forward-looking terminology such as "may",
"will", "expect", "estimate", "anticipate", "continue", or similar terms,
variations of such terms or the negative of those terms. Such forward-looking
statements involve risks and uncertainties, including, but not limited to: (i)
our limited operating history; (ii) our reduced capital resources and need for
additional liquidity; (iii) our ability to fund our operating needs through
available cash reserves; (iv) our ability to raise additional equity and
renegotiate liabilities before our cash resources are fully depleted; (v) the
impact on our business from our receiving a "going concern" opinion from our
independent auditors; (vi) our ability to successfully implement our strategic
alliance with EarthLink; (vii) our dependence on EarthLink to provide billing,
customer and technical support to our subscribers; (viii) our ability to respond
to the rapid technological change of the wireless data industry and offer new
services; (ix) our dependence on wireless carrier networks; (x) our ability to
respond to increased competition in the wireless data industry; (xi) our ability
to integrate acquired businesses and technologies; (xii) our ability to leverage
strategic alliances to generate revenue growth; (xiii) our ability to increase
or maintain gross margins, profitability, liquidity and capital resources; and
(xiv) our ability to manage our remaining operations; and (xv) difficulties
inherent in predicting the outcome of regulatory processes. Such risks and
others are more fully described in the Risk Factors set forth in our filings
with the Securities and Exchange Commission. Our actual results could differ
materially from the results expressed in, or implied by, such forward-looking
statements. Each reference in this news release to "GoAmerica", the "Company" or
"We", or any variation thereof, is a reference to GoAmerica, Inc. and its
subsidiaries. "GoAmerica", "Go.Web", "Go.Web Enterprise Server", "Mobile
Office", and "OnPrem" are trademarks or service marks of GoAmerica, Inc.
"WyndTell", "Deafwireless", and "Deafwireless Superstore" are trademarks or
service marks of Wynd Communications Corporation. Other names may be trademarks
of their respective owners.
This press release is not a proxy statement and the Board of Directors of the
Company is not soliciting any proxy pursuant to this press release. The Board of
Directors presently intends to solicit proxies from the Company's stockholders,
by filing a proxy statement with the SEC and delivering the proxy statement to
the stockholders. If the Board of Directors does so, please read it carefully,
because it will contain important information about the Company and the matters
that the Board will ask the stockholders to consider and act upon. A description
of the interests of the members of the Board of Directors in the Company is set
forth in the proxy statement filed by the Company in connection with its
December 19, 2003 annual meeting of stockholders.
GoAmerica files reports, proxy statements and other information with the SEC
under the Securities Exchange Act of 1934, as amended. The SEC maintains an
Internet world wide web site at http://www.sec.gov, that provides access,
without charge, to such reports, proxy statements and other information. You can
also obtain such reports, proxy statements and other information, without
charge, from GoAmerica, by contacting Investor Relations, telephone:
201-996-1717, facsimile: 201-996-1772.
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