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) August 31, 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.)
401 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 August 31, 2000, GoAmerica, Inc., a Delaware corporation ("GoAmerica"),
completed its acquisition of Hotpaper.com, Inc., a Delaware corporation
("Hotpaper"). Hotpaper was a privately-held provider of Web-based document
automation software, infrastructure and content, a line of business that
GoAmerica currently intends to continue. In the acquisition, GoAmerica
Acquisition II Corp., a Delaware corporation and wholly-owned subsidiary of
GoAmerica (the "Subsidiary"), merged with and into Hotpaper (the "Merger") and
Hotpaper became a wholly-owned subsidiary of GoAmerica pursuant to the terms and
conditions of the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of August 11, 2000, by and among GoAmerica, the Subsidiary and Hotpaper. The
Merger is intended to qualify as a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is to be accounted for on a purchase
basis. The description contained in this Item 2 of the transactions consummated
pursuant to the Merger Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is attached to this
Report as Exhibit 2.1 and is incorporated by reference herein.
In the Merger, the former stockholders of Hotpaper received an aggregate
of 1,006,111 newly-issued shares of GoAmerica Common Stock, $.01 par value
(after deducting fractional share amounts and paying the former Hotpaper
stockholders cash in lieu thereof), in exchange for a portion of the outstanding
shares of Hotpaper capital stock. In addition, one stockholder of Hotpaper
received a cash payment of $750,000 in exchange for a portion of his shares of
Hotpaper capital stock, such portion equaling the balance of the total
outstanding shares of capital stock of Hotpaper.
As further consideration, GoAmerica assumed each issued and outstanding
option for the purchase of Common Stock of Hotpaper and converted each such
option into options to acquire shares of GoAmerica Common Stock under
GoAmerica's 1999 Stock Plan. The aggregate amount of shares to be issued upon
exercise of such new GoAmerica options is 81,651 shares, with a weighted average
exercise price of $0.59 per share.
The principles followed in determining the amount of consideration paid in
the Merger were based upon negotiations between unaffiliated parties and the (i)
financial and operating performance and prospects of GoAmerica and Hotpaper,
(ii) draft pro forma financial statements of GoAmerica which reflect the
financial position and prospects of GoAmerica after giving effect to the Merger;
and (iii) proposed tax and accounting treatment to be accorded the Merger. Prior
to the Merger, there were no material relationships between Hotpaper or its
stockholders and GoAmerica or any of GoAmerica's affiliates, any director or
officer of GoAmerica, or any associate of such director or officer other than
that in anticipation of the Merger, GoAmerica loaned Hotpaper up to an aggregate
of $1,500,000 pursuant to a convertible draw-down promissory note and escrow
agreement.
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Pursuant to an Escrow Agreement, dated as of August 31, 2000, by and among
GoAmerica, the existing stockholders of Hotpaper and American Stock Transfer &
Trust Company, 100,612, or approximately ten percent (10%), of the shares issued
in the Merger are being held in escrow for a thirteen month period in the event
of any breach of representations or warranties and to secure certain
indemnification rights that GoAmerica has under the Merger Agreement. The escrow
amount shall be GoAmerica's sole and exclusive remedy for any breach of
representations, warranties or covenants of Hotpaper or its existing
stockholders, absent actual fraud or intentional wrongdoing. No claim may be
made against the escrow amount unless and until the amount of such claim exceeds
$175,000. A copy of the Escrow Agreement is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
The GoAmerica Common Stock issued to the stockholders of Hotpaper in
connection with the Merger are restricted securities which cannot be resold
until such shares are registered under applicable securities laws or an
exemption therefrom is available. Pursuant to a Registration Rights Agreement,
dated as of August 31, 2000, by and between GoAmerica and the existing
stockholders of Hotpaper, GoAmerica has granted certain piggy-back registration
rights to the former Hotpaper stockholders. A copy of the Registration Rights
Agreement is filed as Exhibit 10.2 hereto and is incorporated by reference
herein.
A copy of the press releases announcing the execution of the Merger
Agreement and the consummation of the Merger are attached hereto as exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
To be filed by amendment. GoAmerica believes that it is impracticable to
provide such financial information as of the date hereof. Such information shall
be filed with the Securities and Exchange Commission no later than November 14,
2000.
(b) Pro Forma Financial Information.
To be filed by amendment. GoAmerica believes that it is impracticable to
provide such financial information as of the date hereof. Such information shall
be filed with the Securities and Exchange Commission no later than November 14,
2000.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 11,
2000, by and among GoAmerica, Inc., GoAmerica Acquisition
II Corp. and Hotpaper.com, Inc.*
10.1 Escrow Agreement, dated as of August 31, 2000, by and
among GoAmerica, Inc., the existing stockholders of
Hotpaper.com, Inc. and American Stock Transfer & Trust
Company.
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10.2 Registration Rights Agreement, dated as of August 31,
2000, by and between GoAmerica, Inc. and the existing
stockholders of Hotpaper.com, Inc.
99.1 Press Release, dated August 14, 2000, regarding execution of
the Agreement and Plan of Merger.
99.2 Press Release, dated September 1, 2000, regarding the
consummation of the acquisition.
* 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: President and Chief Executive Officer
September 15, 2000
