EXHIBIT 99.2
[GOAMERICA LOGO] [HANDS ON LOGO]
Filed by GoAmerica, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: GoAmerica, Inc.
Commission File No.: 0-29359
CONTACTS:
Alan Katz
Cubitt Jacobs & Prosek
212-279-3115 ext. 211
alan@cjpcom.com
Amy Bonetti
Big Mouth Communications
Tel: (415) 384-0900
Email: amy@bigmouthpr.com
GOAMERICA AND HANDS ON TO COMBINE IN MERGER
Strengthens Shared Focus on Bringing Down Communications Barriers Between Deaf,
Hard-of-Hearing and Hearing Individuals
HACKENSACK, NJ, AND ROCKLIN, CA -- July 6, 2005 -- GoAmerica, Inc. (NASDAQ:
GOAM), a leading provider of wireless and Internet relay communications services
for the deaf and hard-of-hearing market, and Hands On, a leading provider of
video relay and interpreter services for the deaf and hard-of-hearing market,
today announced they have entered into a definitive merger agreement. Under the
terms of the agreement approved by both boards of directors, Hands On
shareholders will receive an amount of GoAmerica shares approximately equal to
the number of GoAmerica shares outstanding immediately prior to closing.
Completion of the transaction is subject to shareholder approval by the
shareholders of both companies and other customary closing conditions. The
principal shareholders of Hands On have agreed to vote their shares in favor of
the merger.
"Hands On's video relay and interpreting services are perfect strategic
complements to our current business" said Dan Luis, CEO of GoAmerica. "Text,
audio and video communication technologies continue to converge and this merger
will position us to blend these technologies into new services designed to
provide greater communications accessibility for deaf and hard-of-hearing
consumers."
"Having deaf parents, relatives and friends, I've had a lifelong passion to
overcome communications barriers between the deaf, hard-of-hearing, and hearing
worlds," said Ronald Obray, President of Hands On. "GoAmerica shares our
passion. With our combined financial, technical and human resources, we will be
able to enhance our existing services and bring to market new and innovative
services that will change the way we all communicate."
In addition to joining GoAmerica's Board of Directors, Obray will remain the
President of Hands On and will report to Luis. GoAmerica's headquarters will
remain in Hackensack, New Jersey with the Hands On subsidiary operating from its
current location in Rocklin, California.
According to the American Speech Language and Hearing Association, there are an
estimated 28 million consumers in the United States who are deaf or
hard-of-hearing. The merger will allow the combined company to address the
growing demand for services such as: video, Internet and wireless relay
services; wireless and Internet subscription services; and interpreting
services.
Completion of the transaction is expected in the fourth quarter of 2005. For
more information, please visit the following web site
http://www.goamerica.com/merger.
ABOUT COMMUNICATIONS RELAY SERVICES
Established by the Americans with Disabilities Act of 1990, telecommunication
relay services facilitate communication between deaf, hard-of-hearing,
speech-disabled callers, and hearing recipients through an operator. A deaf,
hard-of-hearing, or speech disabled caller can communicate his or her message
using written English in text form, or using American Sign Language in video
form.
Text calls, called "Internet relay," can be placed using a Web-enabled computer
or wireless handheld device. The deaf caller connects to an operator, the
operator calls the voice number, and then verbally speaks the text message typed
by the caller to the hearing recipient.
Video calls, called "Video Relay Service" are placed using a dedicated video
phone or a Web-enabled computer equipped with video capability. The deaf,
hard-of-hearing, or speech-disabled caller connects to a certified sign-language
interpreter, the interpreter calls the voice number, and then verbally
interprets the message signed by the caller to the hearing recipient.
While Internet relay provides users with greater flexibility to communicate
either online or wirelessly, video relay enables deaf, hard-of-hearing, or
speech-disabled callers to communicate in their natural, visual language and
enjoy a more natural communication flow.
ABOUT GOAMERICA
GoAmerica provides a wide range of wireless, relay and prepaid communications
services, customized for people who are deaf, hard-of-hearing or speech
impaired. The Company's vision is to improve the quality of life of its
customers by being their premier provider of innovative communication services.
For more information on the Company or its services, visit
http://www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520,
voice 201-996-1717 or via Internet relay by visiting http://www.i711.com.
ABOUT HANDS ON
Hands On is a leader in providing sign language interpreting and video relay
services to people who are deaf or hard-of-hearing. The company has been serving
the needs of the deaf and hard-of-hearing community since 1992. For more
information, visit www.hovrs.com or www.handsonsvs.com.
SAFE HARBOR
The statements contained in this news release that are not based on historical
fact (particularly those concerning what we hope to achieve by the merger with
Hands On) are "forward-looking statements" that are made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "estimate", "anticipate",
"continue", or similar terms, variations of such terms or the negative of those
terms. Such forward-looking statements involve risks and uncertainties,
including, but not limited to those of GoAmerica including: (i) our limited
operating history; (ii) our ability to successfully manage our strategic
alliance with EarthLink; (iii) our dependence on EarthLink to provide billing,
customer and technical support to certain of our subscribers; (iv) our ability
to respond to the rapid technological change of the wireless data industry and
offer new services; (v) our dependence on wireless carrier networks; (vi) our
ability to respond to increased competition in the wireless data industry; (vii)
our ability to integrate acquired businesses and technologies, including Hands
On (if the merger is closed); (viii) our ability to generate revenue growth;
(ix) our ability to increase or maintain gross margins, profitability, liquidity
and capital resources; and (x) difficulties inherent in predicting the outcome
of regulatory processes. Such risks and others are more fully described in the
Risk Factors set forth in our filings with the Securities and Exchange
Commission. Our actual results could differ materially from the results
expressed in, or implied by, such forward-looking statements. GoAmerica is not
obligated to update and does not undertake to update any of its forward looking
statements made in this press release. Each reference in this news release to
"GoAmerica", the "Company" or "We", or any variation thereof, is a reference to
GoAmerica, Inc. and its subsidiaries. "GoAmerica" and "WyndTell" are registered
trademarks of GoAmerica. "i711", "i711.com", and "Clear Mobile" are trademarks,
and "Relay and Beyond" is a service mark of GoAmerica. Other names may be
trademarks of their respective owners.
ADDITIONAL INFORMATION
GoAmerica, Inc. plans to file a Registration Statement on SEC Form S-4 in
connection with the merger with Hands On and the parties expect to mail a Proxy
Statement/Prospectus to their shareholders containing information about the
merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION ABOUT GOAMERICA, HANDS ON, THE MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of these
documents through the web site maintained by the U.S. Securities and Exchange
Commission at http//www.sec.gov. In addition to the Registration Statement and
the Proxy Statement/Prospectus, GoAmerica files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements and other information
filed by GoAmerica at the SEC public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms. Please call
the SEC at 1-800-SEC-0330 for further information on public reference rooms.
GoAmerica's filings with the SEC also are available to the public at the web
site maintained by the SEC at http//www.sec.gov. Hands On, its directors,
executive officers and certain members of management and employees may be
soliciting proxies from Hands On's shareholders in favor of the adoption of the
merger and the merger agreement. GoAmerica, its directors, executive officers,
and certain members of management and employees may be soliciting proxies from
GoAmerica's shareholders to authorize the issuance of the shares of GoAmerica
common stock issuable pursuant to the merger agreement. A description of any
interests that Hands On's directors and executive officers, or that GoAmerica's
directors and executive officers, have in the merger will be available in the
Proxy Statement/Prospectus. This press release does not constitute an offer of
any securities for sale.
###