SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) November 7, 2000
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GOAMERICA, INC.
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(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, New Jersey 07601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 7, 2000 (the "Closing Date"), GoAmerica, Inc., a Delaware
corporation ("GoAmerica"), through its wholly-owned subsidiary GoAmerica
Communications Corp. ("GoAmerica Communications"), a Delaware corporation,
consummated the acquisition (the "Acquisition") of substantially all of the
assets of Flash Creative Management, Inc., a New Jersey corporation ("Flash").
Flash is a provider of consulting services to business customers in the areas of
business improvement, strategy and redesign and in software development and
integration, a line of business GoAmerica intends to continue. In the
Acquisition, GoAmerica Communications, acquired substantially all of the assets
and assumed certain liabilities of Flash pursuant to the terms and conditions of
the Asset Purchase Agreement, dated as of October 31, 2000, by and among
GoAmerica, GoAmerica Communications, Flash and the existing shareholders of
Flash (the "Asset Purchase Agreement"). The description contained in this Item 2
of the transactions consummated pursuant to the Asset Purchase Agreement is
qualified in its entirety by reference to the full text of the Asset Purchase
Agreement, a copy of which is attached to this Report as Exhibit 2.1 and is
incorporated by reference herein.
The assets purchased included Flash's entire customer list, inventory,
equipment, cash, accounts receivable and proprietary rights. In consideration
for the assets purchased, GoAmerica Communications (i) made payment to Flash of
an aggregate purchase price consisting of $6,000,000 in cash ($2,000,000 of
which is to be paid out subject to earn-out provisions contained in the Asset
Purchase Agreement but, in no event, later than the first anniversary of the
Closing Date) and the issuance to Flash of 466,302 newly-issued restricted
shares of common stock, par value $0.01 per share, of GoAmerica, and (ii)
assumed certain liabilities of Flash, including the payment of deferred bonus
compensation to Flash employees in an aggregate amount of approximately
$560,000.
The principles followed in determining the amount of consideration paid in
the Acquisition were based upon negotiations between unaffiliated parties and,
among other factors, (i) the financial and operating performance and prospects
of GoAmerica after giving effect to the Acquisition; (ii) the proposed tax and
accounting treatment to be accorded the Acquisition; (iii) the value and
composition of Flash's assets; (iv) the financial statements and other relevant
financial and operating data of Flash; and (v) the historical and projected
financial information prepared by the management of Flash, including, revenues
generated from the customers of Flash. Prior to the Acquisition, there were no
material relationships between Flash or its shareholders and GoAmerica or any of
GoAmerica's affiliates, any director or officer of GoAmerica, or any associate
of such director or officer.
GoAmerica funded the cash portion of the purchase price from net proceeds
received by GoAmerica upon the consummation of its initial public offering of
common stock on April 12, 2000 and from revenues derived from the ongoing
operations of GoAmerica.
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Pursuant to the provisions of an Escrow Agreement (the "Escrow
Agreement"), dated as of November 7, 2000, by and among GoAmerica, Flash, the
existing shareholders of Flash and American Stock Transfer & Trust Company, as
escrow agent, 69,945, or approximately fifteen percent (15%), of the shares
issued in the Acquisition are being held in escrow for a fifteen (15) month
period in the event of any breach of the covenants, representations or
warranties and to secure certain indemnification rights that GoAmerica has under
the Asset Purchase Agreement. The escrow amount shall be GoAmerica's sole and
exclusive remedy for any breach of representations, warranties or covenants of
Flash or its existing shareholders, absent actual fraud or intentional
wrongdoing, and no claim may be made against the escrow amount unless and until
the amount of such claim exceeds $50,000. A copy of the Escrow Agreement is
filed as Exhibit 10.1 hereto and is incorporated by reference herein.
David Blumenthal ("Blumenthal"), a shareholder and the President and Chief
Executive Officer of Flash, and Y. Alan Griver ("Griver"), a shareholder and the
Chief Information Officer of Flash, each entered into a three-year Employment
Agreement with GoAmerica pursuant to which Blumenthal and Griver shall serve as
the Chief Operating Officer and the Chief Information Officer of GoAmerica,
respectively, commencing November 1, 2000.
A copy of the press release announcing the execution of the Asset Purchase
Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Pursuant to Rule 3-05(b) of Regulation S-X, financial statements of the
business acquired are not required to be filed with the Securities and Exchange
Commission.
(b) Pro Forma Financial Information.
Pursuant to Article 11 of Regulation S-X, pro forma financial information
is not required to be filed with the Securities and Exchange Commission.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of October 31, 2000,
by and among GoAmerica, Inc., GoAmerica Communications
Corp., Flash Creative Management, Inc. and the
shareholders of Flash Creative Management, Inc. listed
on Annex I thereto.*
10.1 Escrow Agreement, dated as of November 7, 2000, by and
among GoAmerica, Inc., Flash Creative Management, Inc.,
the shareholders of Flash Creative Management, Inc.
listed on Schedule A thereto and American Stock Transfer
& Trust Company.
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99.1 Press Release, dated November 1, 2000, regarding
execution of the Asset Purchase Agreement.
* The schedules or exhibits to this document are not being filed herewith
because we believe that the information contained therein is not material. Upon
request therefor, we agree to furnish supplementally a copy of any schedule or
exhibit to the Securities and Exchange Commission.
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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/ Aaron Dobrinsky
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Name: Aaron Dobrinsky
Title: Chief Executive Officer
November 21, 2000
