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 19, 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
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, 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 to be
held in early 2004. The Company has filed a preliminary proxy statement with
respect to such special meeting of GoAmerica stockholders, the date for which
will be established after any review of the preliminary proxy statement by the
Securities and Exchange Commission is complete. The Company's Board of Directors
has set December 31, 2003 as the Record Date for determination of stockholders
entitled to receive notice of and vote at the special stockholder meeting. Aaron
Dobrinsky, the Company's Executive Chairman, and Joseph Korb, the Company's
Executive Vice Chairman, have entered into voting agreements with the Company to
vote for the proposals to be presented at the special stockholder meeting.
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.
Material documents relating to the Financing are filed as exhibits to this
Current Report on Form 8-K and should be read in their entirety for a complete
understanding of the Financing as well as what the Company has agreed in the
event that GoAmerica stockholders do not approve the proposed Financing at the
special stockholder meeting.
On December 23, 2003, the Company executed a settlement agreement with Eastern
Computer Exchange, Inc. ("Eastern Computer") with respect to certain payment
obligations pursuant to two equipment leases (the "Leases") by agreeing to pay
Eastern Computer $350,000 upon closing the Financing in exchange for a full
release of the Company and its affiliates. Eastern Computer had filed suit
against the Company on July 2, 2003 (the "Litigation"), seeking monetary amounts
of up to approximately $800,000 and dismissed the action without prejudice in
October 2003 pending settlement discussions. In the event that the Financing
does not close and the Company does not secure alternate financing by March 22,
2004, the Company has acknowledged and agreed to the entry of a judgment against
the Company for the full amount of the Company's original debt pursuant to the
Litigation.
In addition to the Financing and the settlement with Eastern Computer, the
Company had previously entered into arrangements with certain of its creditors
to relieve the Company of approximately $12 million of debt and contingent
liabilities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
4.1 Purchase Agreement, dated as of December 19, 2003, by and among
GoAmerica, Inc. and each of the Investors
4.2 Registration Rights Agreement, dated as of December 19, 2003, by
and among GoAmerica, Inc. and each of the Investors
4.3 Escrow Agreement, dated as of December 19, 2003, by and among
GoAmerica, Inc., Sunrise Securities Corp. and Pedley Zeilke
Gordinier & Pence, PLLC
4.4 Form of 10% Senior Secured Convertible Promissory Note
4.5 Form of Warrant to Purchase Common Stock of GoAmerica, Inc.
(issued to the Investors)
4.6 Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
Derek Caldwell as nominee for Sunrise Securities Corp.
4.7 Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
Amnon Mandelbaum as nominee for Sunrise Securities Corp.
4.8 Pledge Agreement, dated as of December 19, 2003, by and between
GoAmerica, Inc., each of the Investors, and Pedley Zielke,
Gordinier & Pence, PLLC
4.9 Form of Voting Agreement entered into by GoAmerica, Inc. with
each of Aaron Dobrinsky and Joseph Korb
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 24, 2003
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
4.1 Purchase Agreement, dated as of December 19, 2003, by and among
GoAmerica, Inc. and each of the Investors
4.2 Registration Rights Agreement, dated as of December 19, 2003, by
and among GoAmerica, Inc. and each of the Investors
4.3 Escrow Agreement, dated as of December 19, 2003, by and among
GoAmerica, Inc., Sunrise Securities Corp. and Pedley Zeilke
Gordinier & Pence, PLLC
4.4 Form of 10% Senior Secured Convertible Promissory Note
4.5 Form of Warrant to Purchase Common Stock of GoAmerica, Inc.
(issued to the Investors)
4.6 Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
Derek Caldwell as nominee for Sunrise Securities Corp.
4.7 Warrant to Purchase Common Stock of GoAmerica, Inc., issued to
Amnon Mandelbaum as nominee for Sunrise Securities Corp.
4.8 Pledge Agreement, dated as of December 19, 2003, by and between
GoAmerica, Inc., each of the Investors, and Pedley Zielke,
Gordinier & Pence, PLLC
4.9 Form of Voting Agreement entered into by GoAmerica, Inc. with
each of Aaron Dobrinsky and Joseph Korb
3