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): July 6, 2005
GOAMERICA, INC.
(Exact Name of Registrant as Specified in its 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
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):
[X] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 6, 2005, GoAmerica, Inc. (the "Company") entered into an Agreement
and Plan of Reorganization with Hands On Video Relay Services, Inc. and Hands On
Sign Language Services, Inc. Under the agreement, the two Hands On entities will
merge with two newly formed acquisition subsidiaries of the Company, and the
shareholders of Hands On will receive a number of shares of the Company's common
stock approximately equal to the number of shares of the Company's common stock
outstanding immediately prior to the closing. Completion of the merger is
subject to shareholder approval by the shareholders of the Company and Hands On,
and other customary closing conditions. The principal shareholders of Hands On
have agreed to vote their shares in favor of the merger.
The Company has issued a press release announcing the execution of the
Agreement and Plan of Reorganization.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 2.1 Agreement and Plan of Reorganization
Exhibit 99.1 Registration Rights Agreement
Exhibit 99.2 Press Release
Exhibit 99.3 Investor Communication
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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: July 6, 2005
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Reorganization
Exhibit 99.1 Registration Rights Agreement
Exhibit 99.2 Press Release
Exhibit 99.3 Investor Communication
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