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): August 24, 2004
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 3.01(a). NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD
As previously reported, the Company has received a Nasdaq Listing Qualifications
Panel Determination (the "Determination") granting GoAmerica a 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)) through at least October 4, 2004, provided that the
Company complies with interim deadlines for certain actions the Company must
complete as part of the process of remedying its bid price deficiency. The
Company has complied with the first two interim deadlines.
On August 24, 2004, the Board of Directors of the Company adopted resolutions
approving three proposed amendments to the Company's Restated Certificate of
Incorporation to authorize the Board of Directors, in its discretion, and
subject to shareholder approval, to effect a reverse stock split of the
Company's common stock in any of the following ratios: one-for-four,
one-for-six, or one-for-eight. In accordance with the terms of the
Determination, on August 25, 2004 the Company provided certified copies of such
resolutions to Nasdaq. This action satisfied the first interim deadline imposed
by Nasdaq.
On August 26, 2004, the Company filed a preliminary proxy statement with
Securities Exchange Commission (the "Proxy Statement") evidencing the Company's
intent to seek shareholder approval for a reverse stock split at one of the
three ratios set described above. This action satisfied the second interim
deadline imposed by Nasdaq.
The final deadline imposed by the Determination is that on or before October 4,
2004, the Company must evidence a closing bid price per share of at least $1.00
per share, and immediately thereafter, a closing bid price of at least $1.00 per
share for a minimum of ten consecutive trading days. The Company believes that
it can meet these conditions, however, there can be no assurance that it will do
so. This statement is a "forward looking statement" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended.
The Company has been advised by Nasdaq that in the event the Company determines
that it will require time beyond October 4, 2004 due to a review by the
Securities and Exchange Commission of the Proxy Statement, the Company may
request an extension of the October 4, 2004 deadline. If such an extension is
required, there can be no assurance that it will be granted.
In the event that the Company's common stock ceases to be listed on The Nasdaq
SmallCap Market, the Company expects it to be immediately listed in the
OTC-Bulletin Board maintained by Nasdaq. This statement is a "forward looking
statement" within the meaning of Section 21E of 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/ Daniel R. Luis
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Daniel R. Luis
Chief Executive Officer
Dated: August 27, 2004