EXHIBIT 99.1
RISK FACTORS
RISKS PARTICULAR TO GOAMERICA
WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES WILL CONTINUE IN THE
FORESEEABLE FUTURE.
We have never earned a profit. We had net losses of $4.4 million, $8.2
million, and $55.9 million for the years ended December 31, 2004, 2003 and 2002,
respectively. Since our inception, we have invested significant capital to build
our wireless network operations and e-commerce systems as well as our billing
system. We also have provided mobile devices made by third parties to our
customers at prices below our costs for such devices. In addition, although we
have reduced our exposure to subscriber-related costs through our relationship
with EarthLink, our costs of subscriber revenue, consisting principally of our
purchase of wireless airtime from network carriers, have historically exceeded
our subscriber revenue. Further, we have experienced negative overall gross
margins, which consist of margins on our subscriber revenues, equipment sales
and other revenue, and may experience negative overall gross margins again in
the future. We will need to generate increased revenue to become profitable and
sustain profitability on a quarterly and annual basis.
We may not achieve or sustain our revenue or profit goals, and our ability
to do so depends on the factors specified elsewhere in "Risk Factors" - as well
as on a number of factors outside of our control, including the extent to which:
o our competitors announce and develop, or lower the prices of,
competing services;
o wireless network carriers, data providers and manufacturers of
mobile devices dedicate resources to selling our services or
increase the costs of, or limit the use of, services or devices that
we purchase from them; and
o prices for our services decrease as a result of reduced demand or
competitive pressures.
As a result, we may not be able to increase revenue or achieve
profitability on a quarterly or annual basis.
WE MAY BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY.
Our business strategy is centered on the pursuit of certain priorities,
centered on the offering of services to deaf or hard of hearing customers by our
Wynd Communications subsidiary. These priorities and the principal risks
associated with each priority include:
o Growth of Wynd Communications' core wireless services business. We
cannot assure you that we will be able to grow our core business.
For us to grow this business internally, we will need to improve our
margins and demonstrate an ability to operate profitably. For us to
grow by means of product or service acquisitions, we will require
additional capital to fund acquisitions and we will confront the
risks, described below, inherent in an acquisition strategy.
o Development and marketing of new communications services, including
branded Internet Protocol and Video Relay services. To remain
competitive in our primary marketing areas, we must continue to
offer innovative products and services. We will be limited in the
extent to which we can focus upon technological development by
capital constraints, by the time that it takes to commercialize
product and service concepts and by the steps that may be taken by
our competitors. In our rapidly changing environment, developments
that appear to present significant advantages may become obsolete
before we are able to benefit from our development efforts. In
recent years, our shortage of liquidity has required us to reduce
the amount of resources devoted to marketing. We expect that capital
constraints will continue to limit our marketing efforts.
o Streamlining of operations to enable superior customer support. Our
business model will be materially adversely affected if we are
unable to offer superior customer support to deaf and hard of
hearing customers. In the past, capital constraints have limited our
customer support functions. We rely upon EarthLink to provide
customer support in other aspects of our business, but will need to
provide customer support on our own or through outsourcing in our
Wynd Communications business. In order to provide such support, we
have contracted with an experienced third party organization to
provide secondary customer and technical support while leveraging
internal resources to provide primary support. We cannot assure you
that our efforts in this area will be successful in improving the
quality of the interaction our customers have with us.
If we do not respond effectively to these risks, our business could be
significantly and adversely affected.
We may need additional funds which, if available, could result in
increased interest expenses or additional dilution to our stockholders. If
additional funds are needed and are not available, our business could be
negatively impacted.
Our strategy is centered on the pursuit of three priorities, centered on
our deaf, hard of hearing and/or speech impaired busineses: (a) growth of our
core wireless services business; (b) development and marketing of new
communications services, including branded Internet protocol and video relay
services; and (c) effective management of our streamlined operations. If we
continue to operate unprofitably, if unanticipated contingencies arise or if new
business opportunities are presented to us, it will be necessary for us to raise
additional capital either through public or private equity or debt financing to
primarily finance the execution of our anticipated strategic initiatives. At
this time, we do not have any bank credit facility or other working capital
credit line under which we may borrow funds for working capital or other general
corporate purposes. If our plans or assumptions change or are inaccurate
regarding new lines of business within our target market, timeliness and
effectiveness of implementation of new services we expect to offer, and/or
weakness or lack of appreciable growth in our core business, we may be required
to seek additional capital.
If funds are raised through the issuance of equity securities, the
percentage ownership of our then-current stockholders will be reduced and the
holders of new equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If additional funds are
raised through a bank credit facility or the issuance of debt securities, the
holder of such indebtedness would have rights senior to the rights of common
stockholders and the terms of such indebtedness could impose restrictions on our
operations. If we need to raise additional funds, we may not be able to do so on
terms favorable to us, or at all.
If additional capital is required but is not available on acceptable terms or at
all, we may be required to sell or otherwise dispose of portions of our business
in order to sustain our operations and implement our new business plan. We may
not be able to effect such sales on satisfactory terms or at all.
OUR LIMITED CASH RESOURCES WILL LIKELY RESTRICT OUR FLEXIBILITY AND OVERALL
OPERATIONS.
In order for us to execute our new business plan, it will be necessary for
us to continue to operate under significant budgetary constraints. These
constraints limit our ability to respond to business opportunities or issues as
they arise. Since the wireless communications industry remains in an early stage
and its needs are dynamic, our budgetary constraints may adversely affect our
ability to respond to market demands and our ability to compete.
WE HAVE ONLY A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE
AN INVESTMENT IN OUR COMMON STOCK.
We have only a limited operating history on which you can evaluate our
business, financial condition and operating results. We face a number of risks
encountered by early stage technology companies that participate in new
technology markets, including our ability to:
o manage our dependence on wireless data services which have only
limited market acceptance to date;
o maintain our engineering and support organizations, as well as our
distribution channels;
o negotiate and maintain favorable usage rates with telecommunications
carriers;
o retain and expand our subscriber base at profitable rates;
o recoup our expenses associated with the wireless devices we resell
to subscribers;
o manage expanding operations, including our ability to expand our
systems if our subscriber base grows substantially;
o attract and retain management and technical personnel; and
o anticipate and respond to market competition and changes in
technologies such as wireless data protocols and wireless devices.
We may not be successful in addressing or mitigating these risks and
uncertainties, and if we are not successful our business could be significantly
and adversely affected.
WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.
Subject to our capital constraints, we intend to continue to explore
opportunities to acquire companies or technologies in the future, principally as
enhancements to our offerings of products and services to our deaf and hard of
hearing customers. Entering into an acquisition entails many risks, any of which
could adversely affect our business, including:
o failure to integrate the acquired assets and/or companies with our
current business;
o the price we pay may exceed the value we eventually realize;
o loss of share value to our existing stockholders as a result of
issuing equity securities as part or all of the purchase price;
o potential loss of key employees from either our current business or
the acquired business;
o entering into markets in which we have little or no prior
experience;
o diversion of management's attention from other business concerns;
o assumption of unanticipated liabilities related to the acquired
assets; and
o the business or technologies we acquire or in which we invest may
have limited operating histories, may require substantial working
capital, and may be subject to many of the same risks we are.
STEPS WE HAVE TAKEN IN THE PAST FEW YEARS TO RESPOND TO OUR DIMINISHED LIQUIDITY
MAY NEGATIVELY IMPACT OUR ABILITY TO DO BUSINESS IN THE FUTURE.
We have taken many steps since 2002 that we may not have taken had we had
substantial additional liquidity. In addition to our relationship with
EarthLink, we have implemented substantial cost-cutting measures in order to
survive. Among other things, we:
o reduced our headcount from 225 employees at December 31, 2001 to 35
employees at December 31, 2004;
o reduced our expenditures on development from approximately
$4,174,000 in 2001 to approximately $507,000 in 2004;
o reduced our expenditures on advertising from approximately
$4,900,000 in 2001 to approximately $17,000 in 2004; and
o reduced our office space under lease from approximately 66,000 total
square feet at December 31, 2001 to approximately 10,000 total
square feet at December 31, 2004.
We understand that our capacity to do business may have been damaged by
the cutbacks which we were forced to implement. If we are unable to restore our
capacity, our business could be significantly and adversely affected.
WE HAVE LIMITED RESOURCES AND WE MAY BE UNABLE TO SUPPORT EFFECTIVELY OUR
OPERATIONS.
We must continue to develop and expand our systems and operations in order
to remain competitive. Our need to continually innovate has placed, and we
expect it to continue to place, significant strain on our managerial,
operational and financial resources. Even with the net proceeds from our
recently completed private placement, we may be unable to develop and expand our
systems and operations or implement our new business plan for one or more of the
following reasons:
o we may not be able to retain at reasonable compensation rates
qualified engineers and other employees necessary to expand our
capacity on a timely basis;
o we may not be able to dedicate the capital necessary to effectively
develop and expand our systems and operations; and
o we may not be able to expand our customer service, billing and other
related support systems.
o If we cannot manage our operations effectively, our business and
operating results will suffer. Additionally, any failure on our part
to develop and maintain our wireless data services if we experience
rapid growth could significantly adversely affect our reputation and
brand name which could reduce demand for our services and adversely
affect our business, financial condition and operating results.
OUR BUSINESS PROSPECTS DEPEND IN PART ON OUR ABILITY TO MAINTAIN AND IMPROVE OUR
SERVICES AS WELL AS TO DEVELOP NEW SERVICES.
We believe that our business prospects depend in part on our ability to
maintain and improve our current services and to develop new services. Our
services will have to achieve market acceptance, maintain technological
competitiveness and meet an expanding range of customer requirements. As a
result of the complexities inherent in our service offerings, major new wireless
data services and service enhancements require long development and testing
periods. We may experience difficulties that could delay or prevent the
successful development, introduction or marketing of new services and service
enhancements. Additionally, our new services and service enhancements may not
achieve market acceptance.
IF WE DO NOT RESPOND EFFECTIVELY AND ON A TIMELY BASIS TO RAPID TECHNOLOGICAL
CHANGE, OUR BUSINESS COULD SUFFER.
The wireless and data communications industries are characterized by
rapidly changing technologies, industry standards, customer needs and
competition, as well as by frequent new product and service introductions. Our
services are integrated with wireless handheld devices and must also be
compatible with the data networks of wireless carriers. In certain aspects of
our business, our services must be integrated with the computer systems of
corporate customers. We must respond to technological changes affecting both our
customers and suppliers. We may not be successful in developing and marketing,
on a timely and cost-effective basis, new services that respond to technological
changes, evolving industry standards or changing customer requirements. Our
success will depend, in part, on our ability to accomplish all of the following
in a timely and cost-effective manner:
o effectively use and integrate new technologies;
o continue to develop our technical expertise;
o enhance our wireless data, engineering and system design services;
o develop applications for new wireless networks and services;
o develop services that meet changing customer needs;
o influence and respond to emerging industry standards and other
changes; and
o advertise and market our services.
WE DEPEND UPON WIRELESS CARRIERS' NETWORKS. IF WE DO NOT HAVE CONTINUED ACCESS
TO SUFFICIENT CAPACITY ON RELIABLE NETWORKS, OUR BUSINESS WILL SUFFER.
Our success partly depends on our ability to buy sufficient capacity on or
offer our services over the networks of wireless carriers such as Velocita
(formerly Cingular Interactive), Motient and WebLink Wireless and on the
reliability and security of their systems. We depend on these companies to
provide uninterrupted and "bug free" service and would be adversely affected if
they failed to provide the required capacity or needed level of service. In
recent years, certain wireless carriers experienced financial difficulties and
sought protection under the bankruptcy laws. We cannot assure you that these
companies will emerge from bankruptcy or that others will not seek similar
protection. Such bankruptcies may result in discontinued or interrupted service
and fewer network alternatives. In addition, although we have some forward price
protection in our existing agreements with certain carriers, we could be
adversely affected if wireless carriers were to increase the prices of their
services. Our existing agreements with the wireless carriers generally have
one-to-three year terms. Some of these wireless carriers are, or could become,
our competitors.
WE DEPEND ON THIRD PARTIES FOR SALES OF CERTAIN OF OUR PRODUCTS AND SERVICES
WHICH COULD RESULT IN VARIABLE AND UNPREDICTABLE REVENUES.
We rely substantially on the efforts of others to sell many of our
wireless data communications services. Should our relationships with
distribution parties cease or be less successful than anticipated, our business
results of operations, and financial conditions would be materially adversely
affected. While we monitor the activities of our distributors and resellers, we
cannot control how those who sell and market our products and services perform
and we cannot be certain that their performance will be satisfactory. If the
number of customers we obtain through these efforts is substantially lower than
we expect for any reason, this would have a material adverse effect on our
business, operating results and financial condition.
WE DEPEND ON RETAINING KEY PERSONNEL. THE LOSS OF OUR KEY EMPLOYEES AND THE
INABILITY TO RECRUIT TALENTED NEW PERSONNEL COULD MATERIALLY ADVERSELY AFFECT
OUR BUSINESS.
Due to the technical nature of our services and the dynamic market in
which we compete, our performance depends on retaining and hiring certain key
employees, including technically proficient personnel. Competitors and others
have recruited our employees in recent years as we have found it necessary to
implement cost controls that have reduced the attractiveness of employment with
us. A major part of our compensation to our key employees is in the form of
stock option grants. The prolonged depression in our stock price has made it
difficult for us to retain our employees and recruit additional qualified
personnel.
WIRELESS DATA SYSTEMS FAILURES COULD HARM OUR BUSINESS BY INJURING OUR
REPUTATION OR LEAD TO CLAIMS OF LIABILITY FOR DELAYED, IMPROPER OR UNSECURED
TRANSMISSION OF DATA.
A significant barrier to the growth of electronic commerce and wireless
data services has been the need for secure and reliable transmission of
confidential information. Our existing wireless data services are dependent on
near immediate, continuous feeds from various sources. The ability of our
subscribers to quickly access data requires timely and uninterrupted connections
with our wireless network carriers. Any significant disruption from our backup
landline feeds could result in delays in our subscribers' ability to receive
such information. In addition, our systems could be disrupted by unauthorized
access, computer viruses and other accidental or intentional actions. We may
incur significant costs to protect against the threat of security breaches or to
alleviate problems caused by such breaches. If a third party were able to
misappropriate our subscribers' personal or proprietary information or credit
card information, we could be subject to claims, litigation or other potential
liabilities that could materially adversely impact our business. There can be no
assurance that our systems will operate appropriately if we experience a
hardware or software failure. A failure in our systems could cause delays in
transmitting data and, as a result, we may lose customers or face litigation
that could materially adversely affect our business.
AN INTERRUPTION IN THE SUPPLY OF PRODUCTS AND SERVICES THAT WE OBTAIN FROM THIRD
PARTIES COULD CAUSE A DECLINE IN SALES OF OUR SERVICES.
In designing, developing and supporting our wireless data services, we
rely on wireless carriers, mobile device manufacturers, content providers and
software providers. These suppliers may experience difficulty in supplying us
products or services sufficient to meet our needs or they may terminate or fail
to renew contracts for supplying us these products or services on terms we find
acceptable. Any significant interruption in the supply of any of these products
or services could cause a decline in sales of our services, unless and until we
are able to replace the functionality provided by these products and services.
We also depend on third parties to deliver and support reliable products,
enhance their current products, develop new products on a timely and
cost-effective basis and respond to emerging industry standards and other
technological changes.
WE MAY FACE INCREASED COMPETITION WHICH MAY NEGATIVELY IMPACT OUR PRICES FOR OUR
SERVICES OR CAUSE US TO LOSE BUSINESS OPPORTUNITIES.
The market for our services is becoming increasingly competitive. The
widespread adoption of industry standards in the wireless data communications
market may make it easier for new market entrants and existing competitors to
introduce services that compete against ours. We developed our solutions using
standard industry development tools. Many of our agreements with wireless
carriers, wireless handheld device manufacturers and data providers are
non-exclusive. Our competitors may use the same products and services in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will compete primarily on the basis of the functionality, breadth,
quality and price of our services. Our current and potential competitors
include:
o wireless network carriers, such as Cingular AT&T Wireless, Verizon
Wireless, Velocita, Sprint PCS, T-Mobile and Nextel Communications,
Inc.;
o wireless software application developers such as IBM, Microsoft and
Sybase and
Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In addition, we have established
strategic relationships with many of our potential competitors. In the event
such companies decide to compete directly with us, such relationships would
likely be terminated, which could have a material adverse effect on our business
and reduce our market share or force us to lower prices to unprofitable levels.
OUR INTELLECTUAL PROPERTY RIGHTS MAY NOT BE ADEQUATELY PROTECTED UNDER THE
CURRENT STATE OF THE LAW.
We rely primarily on trade secret laws, copyright law, trademark law,
unfair competition law and confidentiality agreements to protect our
intellectual property. To the extent that our technology is not adequately
protected by intellectual property law, other companies could develop and market
similar products or services which could materially adversely affect our
business.
WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS AND
WE MAY INCUR DEFENSE COSTS AND POSSIBLY ROYALTY OBLIGATIONS OR LOSE THE RIGHT TO
USE TECHNOLOGY IMPORTANT TO OUR BUSINESS.
The telecommunications and software industries are characterized by
protection and vigorous enforcement of applicable intellectual property rights.
As the number of participants in our market increases, the possibility of an
intellectual property claim against us increases. Any intellectual property
claims, with or without merit, could be time consuming and expensive to litigate
or settle and could divert management attention from administering our business.
A third party asserting infringement claims against us or our customers with
respect to our current or future products may materially adversely affect us by,
for example, causing us to enter into costly royalty arrangements or forcing us
to incur settlement or litigation costs.
WE MAY BE SUBJECT TO LIABILITY FOR TRANSMITTING CERTAIN INFORMATION, AND OUR
INSURANCE COVERAGE MAY BE INADEQUATE TO PROTECT US FROM THIS LIABILITY.
We may be subject to claims relating to information transmitted over
systems we develop or operate. These claims could take the form of lawsuits for
defamation, negligence, copyright or trademark infringement or other actions
based on the nature and content of the materials. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or may not be adequate to cover all costs incurred in defense of potential
claims or to indemnify us for all liability that may be imposed.
OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND, AS
A RESULT, PERIOD-TO-PERIOD COMPARISONS OF OUR RESULTS OF OPERATIONS ARE NOT
NECESSARILY MEANINGFUL.
Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors. These factors include:
o the demand for and market acceptance of our services;
o downward price adjustments by our competitors on services they offer
that are similar to ours;
o changes in the mix of services sold by our competitors;
o technical difficulties or network downtime affecting wireless
communications generally;
o the ability to meet any increased technological demands of our
customers; and
o economic conditions specific to our industry.
Therefore, our operating results for any particular quarter may differ
materially from our expectations or those of security analysts and may not be
indicative of future operating results. The failure to meet expectations may
cause the price of our common stock to decline.
IF WE FAIL TO MANAGE GROWTH EFFECTIVELY, OUR BUSINESS COULD BE DISRUPTED WHICH
COULD HARM OUR OPERATING RESULTS.
If we are successful in implementing our new business plan, we may
experience growth in our business. In that event, it will be necessary for us to
expand our workforce and to train, motivate and manage additional employees as
the need for additional personnel arises. Our personnel, systems, procedures and
controls may not be adequate to support our future operations. Any failure to
effectively manage future growth could have a material adverse effect on our
business.
WE ARE VULNERABLE TO CIRCUMSTANCES OUTSIDE OF OUR CONTROL WHICH COULD SERIOUSLY
DISRUPT OUR BUSINESS.
Our software, as well as any ancillary hardware, is vulnerable to damage or
interruption from:
o fire, flood, and other natural disasters;
o power loss, computer systems failures, Internet and
telecommunications or data network failure, operator negligence,
improper operation by or supervision of employees, physical and
electronic loss of data or security breaches, misappropriation, and
similar events; and
o computer viruses.
Any disruption in the operation of our software, the loss of employees
knowledgeable about such software, or our failure to continue to effectively
modify and upgrade such software could interrupt our operations or interfere
with our ability to provide service to our customers, which could result in
reduced sales and affect our operations and financial performance.
RISKS PARTICULAR TO OUR INDUSTRY
THE MARKET FOR OUR SERVICES IS HIGHLY UNCERTAIN.
The market for wireless data services has grown rapidly in recent years
and the number and variety of competitive services is significant. Current
barriers to market acceptance of these services include cost, reliability,
functionality and ease of use. Based on these factors and competitive aspects of
the wireless data market, we cannot be certain of initial or continuing market
acceptance of our services. If the market for our services does not grow or
grows slower than we currently anticipate, our business, financial condition and
operating results could be materially adversely affected.
NEW LAWS AND REGULATIONS THAT IMPACT OUR INDUSTRY COULD MATERIALLY ADVERSELY
AFFECT OUR BUSINESS.
We are not currently subject to direct regulation by the Federal
Communications Commission or any other governmental agency, other than
regulations applicable to businesses in general. However, in the future, we may
become subject to regulation by the FCC or another regulatory agency. In
addition, the wireless carriers who supply us airtime are subject to regulation
by the FCC and regulations that affect them could materially adversely affect
our business. Our business could suffer significantly depending on the extent to
which our activities or those of our customers or suppliers are regulated.
RISKS PARTICULAR TO STOCK PRICE
OUR STOCK PRICE, LIKE THAT OF MANY TECHNOLOGY COMPANIES, HAS BEEN AND MAY
CONTINUE TO BE VOLATILE.
We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control. These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the technology-intensive and emerging
nature of our business, the market price of our common stock may rise and fall
in response to a variety of factors, including:
o announcements of technological or competitive developments;
o acquisitions or strategic alliances by us or our competitors;
o the gain or loss of a significant customer or order;
o changes in estimates of our financial performance or changes in
recommendations by securities analysts regarding us or our industry;
or
o general market or economic conditions.
This risk may be heightened because our industry is new and evolving,
characterized by rapid technological change and susceptible to the introduction
of new competing technologies or competitors.
In addition, equity securities of many technology companies have
experienced significant price and volume fluctuations. These price and volume
fluctuations often have been unrelated to the operating performance of the
affected companies. Volatility in the market price of our common stock could
result in securities class action litigation. This type of litigation,
regardless of the outcome, could result in substantial costs and a diversion of
management's attention and resources.
WE HAVE ISSUED A SUBSTANTIAL NUMBER OF WARRANTS THAT ENABLE THEIR HOLDERS TO
PURCHASE OUR COMMON STOCK AT A PRICE OF $12.00 PER SHARE, WHICH COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
As a result of our 2004 private placement, we issued warrants to purchase
144,731 shares of our common stock at a price of $12.00 per share
(splits-adjusted).
The significant number of shares that may be issuable at a price which could be
less than the current market price of our common stock could adversely affect
the market price of our common stock
The issuance in the future of additional authorized shares may have the effect
of diluting the earnings per share and book value per share, as well as the
stock ownership and voting rights, of the currently outstanding shares of our
common stock. In addition, the existence of authorized, but unissued, shares of
our common stock may be construed as having an anti-takeover effect. We could,
subject to the board's fiduciary duties and applicable law, issue such
authorized shares to purchasers who might oppose a hostile takeover bid or any
efforts to amend or repeal certain provisions of our restated certificate of
incorporation or bylaws. Such a use of these additional authorized shares could
render more difficult, or discourage, an attempt to acquire control of us
through a transaction opposed by the board.
WE HAVE ANTI-TAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
Provisions of our certificate of incorporation and bylaws and provisions
of Delaware law could delay or prevent an acquisition or change of control of
GoAmerica or otherwise adversely affect the price of our common stock. For
example, our certificate of incorporation authorizes undesignated preferred
stock which our board of directors can designate and issue without further
action by our stockholders, establishes a classified board of directors,
eliminates the rights of stockholders to call a special meeting of stockholders,
eliminates the ability of stockholders to take action by written consent, and
requires stockholders to comply with advance notice requirements before raising
a matter at a stockholders' meeting. As a Delaware corporation, we are also
subject to the Delaware anti-takeover statute contained in Section 203 of the
Delaware General Corporation Law.
WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.
We have never paid or declared any cash dividends on our common stock or
other securities and intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.