UNITED STATES
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): September 1, 2004
GOAMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29359 22-3693371
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
433 HACKENSACK AVENUE, HACKENSACK, NJ 07601
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to an Asset Purchase Agreement entered into as of September 1,
2004 between GoAmerica, Inc. ("GoAmerica") and its wholly-owned subsidiary
(collectively, the "Buyer") and H. Edward Torres (the "Seller"), GoAmerica
purchased certain assets of Seller relating to prepaid telephone calling cards
in consideration of the issuance of 197,368 shares of GoAmerica common stock
(the "Shares"). The value of the Shares was $75,000, based on the closing price
of GoAmerica's common stock as reported by Nasdaq on September 1, 2004.
The Shares are being issued to Seller pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended. GoAmerica relied on various representations of Seller concerning
Seller's investment intent and sophistication in agreeing to issue the Shares.
GoAmerica is under no obligation to register the Shares.
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/ Donald G. Barnhart
------------------------------------------
Donald G. Barnhart
Vice President and Chief Financial Officer
Dated: September 8, 2004