As filed with the Securities and Exchange
Commission on October 11, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GoAmerica, Inc.
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(Exact Name of Registrant as Specified in its Charter)
401 Hackensack Avenue
Delaware Hackensack, New Jersey 07601 22-3693371
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(State or Other (Address of Principal (I.R.S. Employer
Jurisdiction of Executive Offices) Identification
Incorporation or (Zip Code) No.)
Organization)
GoAmerica Communications Corp. 1999 Stock Option Plan
GoAmerica, Inc. 1999 Stock Plan
GoAmerica, Inc. Employee Stock Purchase Plan
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(Full Title of the Plans)
Aaron Dobrinsky
President and Chief Executive Officer
GoAmerica, Inc.
401 Hackensack Avenue
Hackensack, New Jersey 07601
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(Name and Address of Agent for Service)
201-996-1717
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(Telephone Number, Including Area Code, of Agent for Service)
Copy To:
Andrew P. Gilbert, Esq.
Buchanan Ingersoll Professional Corporation
650 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Offering Fee
(1) Share Price
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Common Stock, $0.01 par
value per share
Issued or issuable
pursuant to options 1,878,000 $0.89(2) $ 1,671,420(2) $ 441.26
previously granted
under the GoAmerica
Communications Corp.
1999 Stock Option Plan
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Issued or issuable
pursuant to options 3,054,931 $7.47(3) $22,820,334(3) $ 6,024.57
previously granted
under the GoAmerica,
Inc. 1999 Stock Plan
--------------------------------------------------------------------------------
Issuable pursuant to
options to be granted 1,745,069 $6.0625(4) $10,579,480(4) $ 2,792.98
under the GoAmerica,
Inc. 1999 Stock Plan
--------------------------------------------------------------------------------
Issuable pursuant to
the GoAmerica, Inc. 4,000,000 $6.0625(5) $24,250,000(5) $ 6,402.00
Employee Stock
Purchase Plan
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Total: 10,678,000 $59,321,234 $15,660.81
================================================================================
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(1) For the sole purpose of calculating the registration fee, the number of
shares under this Registration Statement has been divided among four
subtotals.
(2) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $0.89 per share covering 1,878,000 shares issued
or issuable pursuant to stock options granted under the GoAmerica
Communications Corp. 1999 Stock Option Plan.
(3) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $7.47 per share covering 3,054,931 shares issued
or issuable pursuant to stock options granted under the GoAmerica, Inc.
1999 Stock Plan.
(4) Pursuant to Rules 457(h) and 457(c), these prices are estimated solely for
the purpose of calculating the registration fee and are based upon the
average of the high and low prices of GoAmerica's Common Stock on the
Nasdaq National Market on October 10, 2000.
(5) Pursuant to Rules 457(h) and 457(c), these prices are estimated solely for
the purpose of calculating the registration fee and are based upon the
average of the high and low prices of GoAmerica's Common Stock on the
Nasdaq National Market on October 10, 2000.
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares as may be
issued as a result of the anti-dilution provisions of the Plans.
ii
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed by GoAmerica, Inc.
("GoAmerica") in order to register an aggregate of 10,678,000 shares of common
stock, $0.01 par value (the "Common Stock"), as follows: (i) 1,878,000 shares of
Common Stock issued or issuable pursuant to options previously granted under the
GoAmerica Communications Corp. 1999 Stock Option Plan; (ii) 3,054,931 shares of
Common Stock issued or issuable pursuant to options previously granted under the
GoAmerica, Inc. 1999 Stock Plan; (iii) 1,745,069 shares of Common Stock issuable
pursuant to options to be granted under the GoAmerica, Inc. 1999 Stock Plan; and
(iv) 4,000,000 shares of Common Stock issuable pursuant to the GoAmerica, Inc.
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The GoAmerica
Communications Corp. 1999 Stock Option Plan was adopted by the Board of
Directors and approved by the stockholders of GoAmerica on August 3, 1999. Each
of the GoAmerica, Inc. 1999 Stock Plan and the Employee Stock Purchase Plan was
adopted by the Board of Directors of GoAmerica on December 9, 1999 and approved
by the stockholders of GoAmerica on December 31, 1999. The GoAmerica
Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan
and the Employee Stock Purchase Plan are referred to hereinafter collectively as
the "Plans."
The first part of this Registration Statement contains a Reoffer
Prospectus (the "Prospectus") prepared in accordance with the requirements of
Part I of Form S-3.
The second part contains "Information Required in the Registration
Statement" pursuant to Part II of the Form S-8 with respect to option exercises
by non-affiliates pursuant to the Plans subsequent to the date hereof.
iii
<PAGE>
PROSPECTUS
S-3 Reoffer Prospectus dated October 11, 2000
GOAMERICA, INC.
1,878,000 Shares of Common Stock
Issued or Issuable under the GoAmerica Communications Corp.
1999 Stock Option Plan
4,800,000 Shares of Common Stock
Issued or Issuable under the GoAmerica, Inc. 1999 Stock Plan
4,000,000 Shares of Common Stock
Issuable under the GoAmerica, Inc. Employee Stock Purchase Plan
This Prospectus relates to the public resale, from time to time, of
10,678,000 shares of our Common Stock (the "Shares") by certain stockholders
identified below in the section entitled "The Selling Stockholders." These
Shares have been or may be acquired upon the exercise of stock options granted
or upon stock purchases pursuant to the Plans. Options or shares of Common Stock
may be issued under the Plans in amounts and to persons not presently known by
us. Such information, when known, may be included in an amendment to this
Prospectus.
We will not receive any of the proceeds from the sale by the Selling
Stockholders of the Shares covered by this Prospectus.
We have not entered into any underwriting arrangements in connection with
the sale of Shares. The Shares may be sold from time to time by the Selling
Stockholders or by permitted pledgees, donees, transferees or other permitted
successors in interest and may be made on the Nasdaq National Market at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions.
Our Common Stock is traded on the Nasdaq National Market under the symbol
"GOAM." On October 10, 2000, the closing sale price of our Common Stock on the
Nasdaq National Market was $5.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 TO READ ABOUT RISKS THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is October 11, 2000
<PAGE>
PROSPECTUS TABLE OF CONTENTS
Description Page
------------------------------------------------------------------------- ----
About GoAmerica.......................................................... 4
Risk Factors............................................................. 6
Risks Particular To GoAmerica........................................... 6
We have historically incurred losses and these losses will
increase in the foreseeable future................................. 6
We have only a limited operating history, which makes it
difficult to evaluate an investment in our common stock............ 7
To generate increased revenue we will have to increase
substantially the number of our subscribers, which may be
difficult to accomplish............................................ 7
We need to improve our systems to monitor our wireless
airtime costs more effectively..................................... 8
We have experienced and may continue to experience negative
gross margins on our subscriber revenue............................ 8
We subsidize the mobile devices that we resell which results in
negative gross margins on our equipment revenue.................... 8
We may expand our operations into international markets
which will subject us to additional risks that may adversely
affect our business and operations................................. 9
We have limited resources and we may be unable to support
effectively our anticipated growth in operations................... 9
Our business prospects depend in part on our ability to
maintain and improve our services as well as to develop
new services....................................................... 10
If we do not respond effectively and on a timely basis to rapid
technological change, our business could suffer.................... 10
We depend upon wireless carriers' networks. If we do not have
continued access to sufficient capacity on reliable networks,
our business will suffer........................................... 10
We depend on third parties for sales of our services which could
result in variable and unpredictable revenues..................... 11
Our goal of building the GoAmerica brand is likely to be difficult
and expensive and our inability to do so could adversely affect
our business...................................................... 11
We depend on our key management and on recruiting and retaining
key personnel. The loss of our key employees could adversely
affect our business............................................... 11
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........................ 12
An interruption in the supply of products and services that we
obtain from third parties could cause a decline in sales of
our services...................................................... 12
We may face increased competition which may negatively impact our
prices for our services or cause us to lose business
opportunities..................................................... 12
2
<PAGE>
Description Page
------------------------------------------------------------------------- ----
Our intellectual property rights may not be adequately protected
under the current state of the law................................ 13
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......................................... 13
We may be subject to liability for transmitting certain
information, and our insurance coverage may be inadequate
to protect us from this liability................................. 14
We may acquire or make investments in companies or technologies
that could cause loss of value to our stockholders and disruption
of our business.................................................... 14
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........ 15
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............... 15
Risks Particular To Our Industry........................................ 16
The market for our services is new and highly uncertain.............. 16
New laws and regulations that impact our industry could adversely
affect our business................................................ 16
Risks Particular To The Offering........................................ 16
Our stock price, like that of many technology companies, has
been and may continue to be volatile............................... 16
We have anti-takeover defenses that could delay or prevent an
acquisition and could adversely affect the price of our
common stock....................................................... 17
Because we do not intend to pay any cash dividends on our
shares of common stock, our stockholders will not be able to
receive a return on their shares unless they sell them............. 17
Special Note Regarding Forward-Looking Information....................... 17
Use of Proceeds.......................................................... 18
The Selling Stockholders................................................. 18
Plan of Distribution..................................................... 21
Legal Matters............................................................ 22
Experts.................................................................. 22
Information Incorporated by Reference.................................... 22
Where You Can Find More Information...................................... 23
Indemnification of Directors and Officers................................ 24
Securities and Exchange Commission Position on Indemnification for
Securities Act Liabilities............................................. 26
3
<PAGE>
ABOUT GOAMERICA
OVERVIEW
--------
We are a nationwide wireless Internet services provider. We enable our
individual and business subscribers to access remotely the Internet, email and
corporate intranets in real time through a wide variety of mobile computing and
communications devices. Through our Wireless Internet Connectivity Center, we
offer our subscribers comprehensive and flexible mobile data solutions for
wireless Internet access by providing wireless network services, mobile devices,
software and subscriber service and support.
Our Go.Web technology and Wireless Internet Connectivity Center enable our
subscribers to access a wide variety of Internet content, such as business and
financial data, news, sports, travel, entertainment, personal contact and other
information. Our subscribers can conduct electronic commerce transactions, such
as shopping, reservations and stock trading, to the extent permitted by their
mobile device of choice. Our subscribers can also customize their personal Web
site or "personal portal," www.mygoweb.com, to access their favorite Web sites
quickly. In addition, we offer a variety of email solutions which allow our
subscribers to access their email at their existing Internet and business email
accounts as well as a GoAmerica email address.
We provide our subscribers with flexible and reliable wireless Internet
services across a number of wireless networks and mobile device platforms. To
provide our subscribers with nationwide access, we have established strategic
relationships with many leading wireless network carriers, such as AT&T Wireless
Services, Motient, BellSouth Wireless Data, Verizon Wireless and Metricom. Our
subscribers are able to use our wireless Internet services with their choice of
a wide variety of leading mobile devices, including Palm operating system-based
computing devices, Research In Motion's interactive pagers and hand-held
devices, laptop computers, Microsoft Windows CE-based computers and pocket PCs
and wirelessly-enabled smart phones. We also have engineered our wireless
Internet services to operate with new versions of many wireless devices.
MARKET OPPORTUNITY
------------------
We believe that the growth of the Internet, email and mobile wireless
communications has created a significant market opportunity for service
providers capable of efficiently delivering wireless Internet and email services
over wireless communication networks. While the wireless data services market is
developing rapidly, widespread adoption of wireless data services has been
hindered by a number of challenges, including limited wireless data service
coverage areas, incompatible mobile devices and wireless networks, and slow
wireless data transmission speeds. We believe that adoption of wireless data
applications that serve specific industries, such as financial services, or
enterprise solutions, such as sales force automation, have shown the greatest
penetration to date. However, the rapid development of the Internet, with the
resulting nearly unlimited access to content and to corporate intranets, has
created the opportunity for rapid adoption of wireless devices for large scale
applications, including messaging, email connectivity, personal information
management (address and calendar) connectivity, and access to the Internet. As a
result, we believe that a significant opportunity exists for wireless Internet
service providers that are capable of offering individuals and businesses
easy-to-use, cost-effective and reliable wireless data service.
4
<PAGE>
GoAmerica Communications Corp. was incorporated in Delaware in 1996. In
December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
security holders of GoAmerica Communications Corp. exchanged all their
outstanding securities for newly issued securities of GoAmerica, Inc. with
equivalent rights and preferences. As a result, GoAmerica Communications Corp.
became a wholly-owned subsidiary of GoAmerica, Inc. Our principal offices are
located at 401 Hackensack Avenue, Hackensack, New Jersey 07601 and our telephone
number is (201) 996-1717. In this Prospectus, the terms "GoAmerica," "the
Company," "we," "us" and "our" includes GoAmerica, Inc. and its subsidiaries.
5
<PAGE>
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS TOGETHER WITH THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS BEFORE DECIDING TO BUY OUR COMMON STOCK. IF ANY OF
THE FOLLOWING RISKS OR UNCERTAINTIES ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL
CONDITION AND OPERATING RESULTS COULD BE SIGNIFICANTLY AND ADVERSELY AFFECTED.
IF THAT HAPPENS, THE PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSE
ALL OR PART OF YOUR INVESTMENT.
RISKS PARTICULAR TO GOAMERICA
-----------------------------
WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES WILL INCREASE IN THE
FORESEEABLE FUTURE.
We have never earned a profit. We had net losses of $1.0 million, $2.6
million and $11.5 million for the years ended December 31, 1997, 1998 and 1999,
respectively, and a net loss of $26.9 million for the six months ended June 30,
2000. Since our inception, we have invested significant capital to build our
wireless network operations and customer support centers as well as our
customized billing system. Recently, we have invested additional capital in the
development of our software application Go.Web. We have acquired, and will
continue to acquire and implement, new operational and financial systems,
continue to invest in our network operations and customer support centers, and
expand our sales and marketing efforts. We also provide and expect to continue
to provide mobile devices made by third parties to our customers at prices below
our costs for such devices. In addition, 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 and expect to continue to experience negative overall gross margins,
which consist of margins on our subscriber revenues, equipment sales and other
revenue. We have incurred operating losses since our inception and expect to
continue to incur increasing operating losses for at least the next several
quarters. Therefore, we will need to generate significant revenue to become
profitable and sustain profitability on a quarterly or 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; 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.
6
<PAGE>
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 expand our marketing, sales, 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.
TO GENERATE INCREASED REVENUE WE WILL HAVE TO INCREASE SUBSTANTIALLY THE NUMBER
OF OUR SUBSCRIBERS, WHICH MAY BE DIFFICULT TO ACCOMPLISH.
We will have to increase substantially the number of our subscribers in
order to achieve our business plan. In addition to increasing our subscriber
base, we will have to limit our churn, or the number of subscribers who
deactivate our service. Adding new subscribers will depend to a large extent on
the success of our direct and indirect marketing campaigns, and there can be no
assurance that they will be successful. Limiting our churn rate will require
that we provide our subscribers with a favorable experience in using our
wireless service. Our subscribers' experience may be unsatisfactory to the
extent that our service malfunctions or our customer care efforts, including our
Web site and 800 number customer service efforts, do not meet or exceed
subscriber expectations. In addition, factors beyond our control, such as
technological limitations of certain of the current generation of wireless
devices, which may cause our subscribers' experience with our service to not
meet their expectations, could increase our churn rate and adversely affect our
revenues. Because a significant minority of our subscribers have low or no usage
rates for our services, our churn rates could increase in the future.
7
<PAGE>
WE NEED TO IMPROVE OUR SYSTEMS TO MONITOR OUR WIRELESS AIRTIME COSTS MORE
EFFECTIVELY.
We seek to reduce our wireless airtime costs by periodically matching our
subscribers' airtime usage needs to the most appropriate, lowest cost wireless
carrier plans. It is possible for a small number of subscribers, if we do not
assign them to the proper airtime pricing plan, to significantly increase our
costs. The current systems that we use to monitor the airtime charges that we
incur from our wireless carriers do not permit us to timely and effectively
respond to changes in volume and geographic location of subscriber usage, which
directly impact our costs of subscriber revenue. We currently use a manual
system to track such costs and monitor wireless plan usage. We have commenced
acquisition, development and implementation of automated control systems,
however, some of those automated systems are in their initial stages of
operation. Therefore, we cannot assure you that we will be able to successfully
complete such acquisitions or developments or, if implemented, that our
automated control systems will be able to monitor all subscriber usage or
improve our gross margins.
WE HAVE EXPERIENCED AND MAY CONTINUE TO EXPERIENCE NEGATIVE GROSS MARGINS ON OUR
SUBSCRIBER REVENUE.
We intend to pass through to our subscribers all the airtime charges that we
incur from our wireless carriers; however, we have not always been and will not
always be able to pass through such charges because the pricing plans offered to
us by our wireless carriers and to which we assign our subscribers may not allow
us to always cover our subscriber costs. For example, many of our subscribers
have contracted for our Go.Unlimited Plan, which provides for unlimited
nationwide wireless Internet service for a fixed monthly fee. If we assign those
subscribers to a carrier plan that charges us an increasing fee as subscriber
usage increases, then as subscriber usage and our related airtime costs
increase, our margins on subscriber revenues would decrease and may become
negative. Our airtime costs also increase substantially when subscribers use our
services outside of their pre-determined geographic area, which results in
roaming charges to us by the carriers that we do not pass on to our subscribers.
We have commenced acquisition and development of automated control systems. We
may not be able to successfully complete the acquisition or development of the
automated systems necessary to monitor our subscribers' usage and roaming
patterns and quickly switch our subscribers to a more appropriate, lower cost
airtime plan. In addition, while we continually seek to negotiate better pricing
of wireless airtime plans with our carriers, we cannot assure you that we will
be successful in that regard.
WE SUBSIDIZE THE MOBILE DEVICES THAT WE RESELL WHICH RESULTS IN NEGATIVE GROSS
MARGINS ON OUR EQUIPMENT REVENUE.
In order to facilitate the sale of our wireless Internet services, the sales
prices of the mobile devices manufactured by third parties that we sell to our
subscribers are generally below our costs for such devices. Additionally, we
have also provided many of our resellers and marketing partners with
complimentary mobile devices and GoAmerica service during a trial period in
order to facilitate additional sales of our services. As a result, we have
experienced, and expect to continue to experience, negative gross margins on the
mobile devices that we resell.
8
<PAGE>
WE MAY EXPAND OUR OPERATIONS INTO INTERNATIONAL MARKETS WHICH WILL SUBJECT US TO
ADDITIONAL RISKS THAT MAY ADVERSELY AFFECT OUR BUSINESS AND OPERATIONS.
We may expand our existing operations and enter international markets, which
could demand significant management attention and financial commitment. Our
management has limited experience in international operations, and we cannot
guarantee that we will successfully implement and expand our international
operations, which could have a material adverse effect on our business,
financial condition and results of operations. Operating in international
markets will subject us to additional risks, including unexpected changes in
regulatory requirements, political and economic conditions, taxes, tariffs or
other barriers, difficulties in staffing and managing international operations,
potential exchange and repatriation controls on foreign earnings, longer sales
and payment cycles and difficulty in accounts receivable collection. Such risks
may adversely affect our business, financial condition and results of
operations.
WE HAVE LIMITED RESOURCES AND WE MAY BE UNABLE TO SUPPORT EFFECTIVELY OUR
ANTICIPATED GROWTH IN OPERATIONS.
We have begun aggressively expanding our operations in anticipation of an
increase in the number of our subscribers. The number of our employees increased
from 23 on December 31, 1998 to 49 on December 31, 1999 and to 187 on August 31,
2000. Additionally, we must continue to develop and expand our systems and
operations as the number of subscribers and the amount of information they wish
to receive, as well as the number of services we offer, increases. This
development and expansion has placed, and we expect it to continue to place,
significant strain on our managerial, operational and financial resources. We
may be unable to develop and expand our systems and operations for one or more
of the following reasons:
o we may not be able to locate or hire 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 obtain the hardware necessary to expand the
subscriber capacity of our systems on a timely basis;
o we may not be able to expand our customer service, billing and other
related support systems; and
o we may not be able to obtain sufficient additional capacity from
wireless carriers on a timely basis.
If we cannot manage our growth 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.
9
<PAGE>
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, such as
professional consulting services, on a timely basis. 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 the computer systems of our
corporate customers. Our services must also be compatible with the data networks
of wireless carriers. 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
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, such as
professional consulting services;
o advertise and market our services; and
o influence and respond to emerging industry standards and other
changes.
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 the
networks of wireless carriers such as AT&T Wireless Services, Motient, Verizon
Wireless, BellSouth Mobile Data and Metricom 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
10
<PAGE>
they failed to provide the required capacity or needed level of service. 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 OUR 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. While we monitor the activities of our resellers,
we cannot control how those who sell and market our service 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 an adverse effect on our business, operating
results and financial condition.
OUR GOAL OF BUILDING THE GOAMERICA BRAND IS LIKELY TO BE DIFFICULT AND EXPENSIVE
AND OUR INABILITY TO DO SO COULD ADVERSELY AFFECT OUR BUSINESS.
We believe that a quality brand identity will be essential if we are to
increase our number of subscribers and our revenues. In 2000, we have
substantially increased and intend to further increase our marketing
expenditures as part of our efforts to build the GoAmerica brand in both our
current and targeted markets. Our sales and marketing expenses were
approximately $909,000 and $3.3 million for the years ended December 31, 1998
and 1999, respectively, and were approximately $13.3 million for the six months
ended June 30, 2000. For the year ended December 31, 2000, we expect our sales
and marketing expenses to substantially exceed our 2000 revenues. If our
marketing efforts cost more than anticipated, if we cannot increase our brand
awareness or if the GoAmerica brand is not well received by our existing and
potential subscribers, our losses will increase and our business will be
adversely affected.
WE DEPEND ON OUR KEY MANAGEMENT AND ON RECRUITING AND RETAINING KEY PERSONNEL.
THE LOSS OF OUR KEY EMPLOYEES COULD ADVERSELY AFFECT OUR BUSINESS.
We are particularly dependent on Aaron Dobrinsky and Joseph Korb, our
chairman, chief executive officer and president, and our executive vice
president, respectively, for most of our strategic, managerial and marketing
initiatives. The unexpected loss of such officers would likely have an adverse
effect on our business. In addition, because of the technical nature of our
services and the dynamic market in which we compete, our performance depends on
attracting and retaining other key employees. Competition for qualified
personnel in the wireless data, communications and software industries is
intense and finding and retaining such qualified personnel with experience in
such industries is even more difficult. We believe there are only a limited
number of individuals with the requisite skills to serve in many of our key
positions, and it is becoming increasingly difficult to hire and retain these
persons. Competitors and others may attempt to recruit our employees. A major
part of our compensation to our key employees is in the form of stock option
grants. A prolonged depression in our stock price could make it difficult for us
to retain our employees and recruit additional qualified personnel. We currently
maintain
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and are the beneficiary of key person life insurance policies on the lives of
Aaron Dobrinsky and Joseph Korb. We do not maintain insurance policies for any
of our other employees.
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 real-time,
continuous feeds from various sources. The ability of our subscribers to access
data in real-time 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 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
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 expected to become 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
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functionality, breadth, quality and price of our services. Our current and
potential competitors include:
o emerging wireless Internet services providers, including OmniSky,
Wireless Knowledge, a joint venture of Microsoft and Qualcomm,
Incorporated, and Infospace.com and those, such as Aether Systems,
Inc., focusing on specific industries;
o wireless device manufacturers, such as 3Com, Motorola and Research
in Motion;
o wireless network carriers, such as AT&T Wireless Services, Verizon
Wireless, BellSouth Wireless Data, Sprint PCS and Nextel
Communications, Inc.; and
o wireline Internet service providers and portals, such as America
Online and Yahoo!.
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 might have an 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.
Our success substantially depends on our ability to sell services which are
dependent on certain intellectual property rights. We currently do not have
patents on any of our intellectual property. We have filed for a patent on
certain aspects of our Go.Web technology. We cannot assure you we will be
successful in protecting our intellectual property through patent law. In
addition, although we have applied for U.S. federal trademark protection, we do
not have any U.S. federal trademark registrations for the marks "GoAmerica",
"Go.Web", "Law on the Go" or certain of our other marks and we may not be able
to obtain such registrations. We rely primarily on trade secret laws, patent
law, 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
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 law. As
the number of participants in our market increases, the possibility of an
intellectual property claim against us could increase. 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
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third party asserting infringement claims against us or our customers with
respect to our current or future products may 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.
WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.
We intend to explore opportunities to acquire companies or technologies in
the future. For example, on June 28, 2000 we completed an acquisition of Wynd
Communications Corporation, a California corporation, and on August 31, 2000, we
completed an acquisition of Hotpaper.com, Inc., a Delaware corporation. 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 and may be subject to many of the
same risks we are.
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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 substantially.
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.
We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to fund our operating needs
for at least the next 24 months, including the expansion of our sales and
marketing program and potential international operations. Thereafter, we may
require additional financing. 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, we may be required to seek additional
capital sooner than anticipated. We may need to raise such capital through
public or private debt or equity financing.
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 your rights 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 we cannot raise adequate funds on acceptable terms, we may
not be able to continue to fund our operations.
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RISKS PARTICULAR TO OUR INDUSTRY
--------------------------------
THE MARKET FOR OUR SERVICES IS NEW AND HIGHLY UNCERTAIN.
The market for wireless data services is still emerging and continued growth
in demand for and acceptance of these services remains uncertain. Current
barriers to market acceptance of these services include cost, reliability,
functionality and ease of use. We cannot be certain that these barriers will be
overcome. 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 adversely affected.
NEW LAWS AND REGULATIONS THAT IMPACT OUR INDUSTRY COULD 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 adversely affect our business.
Our business could suffer depending on the extent to which our activities or
those of our customers or suppliers are regulated.
RISKS PARTICULAR TO THE OFFERING
--------------------------------
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
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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 cannot predict the extent to which investor interest in our common stock
will lead to the development of a trading market or how liquid that market might
become. As discussed earlier, our financial results are difficult to predict and
could fluctuate significantly.
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 4,351,943 shares of
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.
BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR SHARES OF COMMON
STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES
UNLESS THEY SELL THEM.
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.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
WE MAKE CERTAIN FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS THAT ARE NOT
BASED ON HISTORICAL FACTS, BUT DISCUSS OUR FUTURE EXPECTATIONS AND ARE INTENDED
TO QUALIFY FOR THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THE WORDS "MAY," "WOULD," "COULD," "WILL," "EXPECT,"
"ANTICIPATE," "BELIEVE," "INTEND," "PLAN," "ESTIMATE" AND SIMILAR EXPRESSIONS
ARE MEANT TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH REFLECT OUR
VIEWS ONLY AS OF THE DATE OF THIS PROSPECTUS. AS A RESULT OF THE RISKS CONTAINED
HEREIN AND OTHERS EXPRESSED FROM TIME TO TIME IN OUR FILINGS WITH THE SECURITIES
EXCHANGE COMMISSION (THE "SEC"), OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THIS PROSPECTUS.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares covered by
this Prospectus. While we will receive sums upon any exercise of options or
stock purchase rights by the Selling Stockholders, we currently have no plans
for their application, other than for general corporate purposes. We cannot
assure that any of such options or stock purchase rights will be exercised.
THE SELLING STOCKHOLDERS
The individuals listed in the following table (the "Selling Stockholders")
have or will acquire the Shares being registered pursuant to the exercise of
options previously granted to them by us. The Shares may not be sold or
otherwise transferred by the Selling Stockholders unless and until the
applicable options are exercised in accordance with their terms.
The following table sets forth: (i) the name of each Selling Stockholder
whose name is known as of the date of the filing of this Prospectus; (ii) his or
her position(s), office or other material relationship with GoAmerica and its
predecessors or affiliates over the last three years; (iii) the number of shares
of Common Stock owned (or subject to options or subject to warrants exercisable
within 60 days of the date hereof) by each Selling Stockholder as of the date of
this Prospectus and prior to this offering; (iv) the number of shares of Common
Stock which may be offered and are being registered for the account of each
Selling Stockholder by this Prospectus (all of which have been or may be
acquired by the Selling Stockholders pursuant to the exercise of options subject
to the appropriate vesting of such options); and (v) the amount of Common Stock
to be owned by each such Selling Stockholder if such Selling Stockholder were to
sell all of their shares of Common Stock covered by this Prospectus. We cannot
assure that any of the Selling Stockholders will offer for sale or sell any or
all of the Shares offered by them pursuant to this Prospectus.
In addition, options or shares of Common Stock may be issued under the
Plans in amounts and to persons not presently known by GoAmerica. Such
information, when known, may be included in a subsequent version of this
Prospectus.
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<TABLE>
<CAPTION>
NUMBER OF SHARES/ NUMBER OF SHARES/
PERCENTAGE OF COMMON NUMBER OF SHARES OF PERCENTAGE OF COMMON
STOCK PRIOR TO COMMON STOCK TO BE STOCK OWNED AFTER THE
OFFERING (BOTH HELD OFFERED (OPTION OFFERING (BOTH HELD
DIRECTLY OR SUBJECT TO SHARES HELD + DIRECTLY OR SUBJECT
NAME(1) POSITION WITH GOAMERICA OPTIONS)(2) OPTIONS HELD) TO OPTIONS) (3)
------- ----------------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
Aaron Dobrinsky......... President, Chief Executive 8,445,648/16.0%(4) 260,000 8,185,648/15.6%
Officer and Chairman of
the Board of Directors
Joseph Korb............. Executive Vice President 4,332,752/8.2%(5) 240,000 4,092,752/7.8%
and Director
Francis J. Elenio....... Chief Financial Officer, 320,500/*(6) 320,000 500/*
Treasurer and Secretary
Adam Dell............... Director 630,208/1.2%(7) 32,000 598,208/1.1%
Alan Docter............. Director 2,635,872/5.0%(8) 32,000 2,603,872/4.9%
Mark Kristoff........... Director 627,284/1.2%(9) 32,000 595,284/1.1%
Zachary Prensky......... Director 232,134/*(10) 32,000 200,134/*
Brian D. Bailey......... Director 1,328,112/2.5%(11) 32,000 1,296,112/2.5%
Andrew Seybold.......... Director 65,500/* 64,000 1,500/*
Robi Blumenstein........ Director 36,500/* 32,000 4,500/*
Joseph Strempel......... Director of Direct Sales 256,000/* 16,000 240,000/*
and Telemarketing
Pamela Spector.......... Former Employee - Business 4,000/* 4,000 0/*
Development
Michael A. Youmans...... Former Employee - 8,000/* 8,000 0/*
Marketing
</TABLE>
* Less than one percent.
(1) At the time of this offering, there are no unnamed non-affiliates of
GoAmerica holding less than 1,000 Shares or one percent of the Shares
issuable under the applicable Plan from the exercise of stock options and
excluding options to purchase additional shares of Common Stock that each
such individual may hold who may sell Shares pursuant to this offering.
(2) Applicable percentage of ownership is based on 52,388,869 shares of Common
Stock outstanding as of August 31, 2000, plus any Common Stock equivalents
held by such holder.
(3) Assumes that all Shares are sold pursuant to this offering and that no
other shares of Common Stock are acquired or disposed of by the Selling
Stockholders prior to the termination of this offering. Because the
Selling Stockholders may sell all, some or none of their Shares or may
acquire or dispose of other shares of Common Stock, no reliable estimate
can be made of the aggregate number of Shares that will be sold pursuant
to this offering or the number or percentage of shares of Common Stock
that each Selling Stockholder will own upon completion of this offering.
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(4) Includes 20,000 Shares of Common Stock underlying options granted to Cindy
Dobrinsky, the spouse of Aaron Dobrinsky and an employee of GoAmerica, for
which Mr. Dobrinsky is deemed the beneficial owner pursuant to Rule
144(a)(2) of the Securities Act. Mr. Dobrinsky expressly disclaims
beneficial ownership of such shares. Also includes 4,092,624 shares held
by Dobrinsky Family Holdings, L.P. and 2,455,560 shares held by Dobrinsky
Business Holdings, L.P. Mr. Dobrinsky has voting and dispositive power
with respect to the shares of Common Stock held by Dobrinsky Family
Holdings, L.P. and Dobrinsky Business Holdings, L.P. Also represents 400
shares held for the benefit of Mr. Dobrinsky's minor children. Mr.
Dobrinsky has voting and dispositive power with respect to the shares held
by his minor children.
(5) Includes 2,046,376 shares held by Korb Business Holdings, L.P. Mr. Korb
has voting and dispositive power with respect to the shares held by Korb
Business Holdings, L.P.
(6) Represents 500 shares held for the benefit of Mr. Elenio's minor children.
Mr. Elenio has voting and dispositive power with respect to the shares
held by his minor children.
(7) Represents 598,208 shares of Common Stock issued in connection with the
conversion of the Series B Preferred Stock owned by Impact Venture
Partners, L.P. (556,991 shares) and Impact Entrepreneurs Fund, L.P.
(41,217 shares), of which Mr. Dell serves as managing partner. Mr. Dell
expressly disclaims beneficial ownership of such shares except with
respect to his proportionate interest in the limited partnerships.
(8) Includes 329,136 shares of Common Stock underlying warrants that are
immediately exercisable. Mr. Docter has granted a warrant to purchase
80,000 of his shares of Common Stock to an individual not affiliated with
GoAmerica.
(9) Includes 71,924 shares of Common Stock underlying warrants that are
immediately exercisable.
(10) Includes 194,534 shares held by Zackfoot Investments, LLC. Mr. Prensky has
voting and dispositive power with respect to the shares held by Zackfoot
Investments, LLC. Also includes 5,600 shares of Common Stock underlying
warrants issued to Wellfleet Equities LLC that are immediately
exercisable. Mr. Prensky has voting and dispositive power with respect to
the securities held by Wellfleet Equities LLC.
(11) Includes 1,296,112 shares of Common Stock issued in connection with the
conversion of the Series B Preferred Stock owned by Carousel Capital
Partners, L.P. of which Mr. Bailey serves as a managing director. Mr.
Bailey expressly disclaims beneficial ownership of such shares except as
to his proportionate interest in the limited partnership, if any. Mr.
Bailey replaced Nelson Schwab as the designee of Forstmann Little & Co.
Equity Partnership - VI, L.P. on our board of directors.
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PLAN OF DISTRIBUTION
The Selling Stockholders have not advised GoAmerica of any specific plan
for distribution of the Shares offered hereby, but it is anticipated that the
Shares will be sold from time to time by the Selling Stockholders or by
permitted pledgees, donees, transferees or other permitted successors in
interest. Such sales may be made in any of the following manners:
o on the Nasdaq National Market (or through the facilities of any
national securities exchange or U.S. inter-dealer quotation system
of a registered national securities association, on which the Shares
are then listed, admitted to unlisted trading privileges or included
for quotation);
o in public or privately negotiated transactions;
o in transactions involving principals or brokers;
o in a combination of such methods of sale; or
o any other lawful methods.
Although sales of the Shares are, in general, expected to be made at
market prices prevailing at the time of sale, the Shares may also be sold at
prices related to such prevailing market prices or at negotiated prices, which
may differ considerably.
In offering the Shares covered by this Prospectus, each of the Selling
Stockholders and any broker-dealers who sell the Shares for the Selling
Stockholders may be "underwriters" within the meaning of the Securities Act, and
any profits realized by such Selling Stockholders and the compensation of such
broker-dealers may be underwriting discounts and commissions.
Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the Shares may be listed, including block
trading in negotiated transactions. Without limiting the foregoing, such brokers
may act as dealers by purchasing any or all of the Shares covered by this
Prospectus, either as agents for others or as principals for their own accounts,
and reselling such Shares pursuant to this Prospectus. The Selling Stockholders
may effect such transactions directly, or indirectly through underwriters,
broker-dealers or agents acting on their behalf. In connection with such sales,
such broker-dealers or agents may receive compensation in the form of
commissions, concessions, allowances or discounts, any or all of which might be
in excess of customary amounts.
Each of the Selling Stockholders is acting independently of GoAmerica in
making decisions with respect to the timing, manner and size of each sale of
Shares. GoAmerica has not been advised of any definitive selling arrangement at
the date of this Prospectus between any Selling Stockholder and any
broker-dealer or agent.
To the extent required, the names of any agents, broker-dealers or
underwriters and applicable commissions, concessions, allowances or discounts,
and any other required information with respect to any particular offer of the
Shares by the Selling Stockholders, will be set forth in a Prospectus
Supplement.
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The expenses of preparing and filing this Prospectus and the related
Registration Statement with the SEC will be paid entirely by GoAmerica. Shares
of Common Stock covered by this Prospectus also may qualify to be sold pursuant
to Rule 144 under the Securities Act, rather than pursuant to this Prospectus.
The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including without limitation, Rule 10b-5 thereunder.
Neither GoAmerica nor the Selling Stockholders can estimate at the present
time the amount of commissions or discounts, if any, that will be paid by the
Selling Stockholders on account of their sales of the Shares from time to time.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for GoAmerica by Buchanan Ingersoll Professional Corporation, 650 College
Road East, Princeton, New Jersey 08540.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1998 and 1999, and for each of the three
years in the period ended December 31, 1999 included in our Registration
Statement on Form S-1 (Registration No. 333-94801), as set forth in their
report, which is incorporated by reference in this Prospectus and elsewhere in
the Registration Statement. Our consolidated financial statements are, and
audited financial statements to be included in subsequently filed documents will
be, incorporated by reference herein in reliance on Ernst & Young LLP's reports
pertaining to such financial statements (to the extent covered by consents filed
with the SEC), given on their authority as experts in accounting and auditing.
The financial statements of Wynd Communications Corporation ("Wynd"), our
wholly-owned subsidiary, as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG LLP covering the December 31, 1999 financial
statements contains an explanatory paragraph that states that Wynd's working
capital and stockholders' deficiencies raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made by us with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
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filing of a post-effective amendment to this Prospectus which indicates that all
securities registered have been sold or which deregisters all securities then
remaining unsold:
o GoAmerica's Registration Statement on Form S-1 (Registration No.
333-94801), filed with the SEC on April 6, 2000;
o All other reports filed by GoAmerica pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999; and
o The description of GoAmerica's Common Stock, $0.01 par value, which
is contained in GoAmerica's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the SEC on April 6, 2000, and any subsequent amendments
or reports filed for the purpose of updating such description.
We will provide to any person, including any beneficial owner of its
securities, to whom this Prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this Prospectus but not
delivered with this Prospectus. You may make such requests at no cost to you by
writing or telephoning us at the following address or number:
GoAmerica, Inc.
401 Hackensack Avenue
Hackensack, New Jersey 07601
Attention: Francis J. Elenio, Chief Financial Officer
Telephone: (201) 996-1717
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this Prospectus or any Prospectus
Supplement is accurate as of any date other than the date on the front of those
documents.
WHERE YOU CAN FIND MORE INFORMATION
GoAmerica files annual, quarterly and special reports, proxy statements
and other information with the SEC. GoAmerica's SEC filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov. You may
also read and copy, at prescribed rates, any document GoAmerica files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the SEC at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the SEC's Public Reference Room.
GoAmerica has filed with the SEC a Registration Statement on Form S-8
under the Securities Act with respect to the Shares offered hereby. This
Prospectus, which constitutes a part of that Registration Statement, does not
contain all the information contained in the Registration Statement and its
exhibits. For further information with respect to GoAmerica and the Shares, you
should consult the Registration Statement and its exhibits. Statements contained
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in this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying as described above.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that the indemnification
provided by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that the scope of
indemnification extends to directors, officers, employees or agents of a
constituent corporation absorbed in a consolidation or merger and persons
serving in that capacity at the request of the constituent corporation for
another. Section 145 also empowers the corporation to purchase and maintain
insurance on behalf of a director or officer of the
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corporation against any liability asserted against him or her or incurred by him
or her in any such capacity or arising out of his or her status as such whether
or not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article IX of GoAmerica's Bylaws specifies that GoAmerica shall indemnify
its directors, officers, employees and agents because he or she was or is a
director, officer, employee or agent of GoAmerica or was or is serving at the
request of GoAmerica as a director, officer, employee or agent of another entity
to the full extent that such right of indemnity is permitted by the laws of the
State of Delaware. This provision of the Bylaws is deemed to be a contract
between GoAmerica and each director and officer who serves in such capacity at
any time while such provision and the relevant provisions of the Delaware
General Corporation Law are in effect, and any repeal or modification thereof
shall not offset any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.
We have also entered into written agreements to indemnify our directors
and executive officers in addition to the indemnification provided for in our
Bylaws. These agreements provide for, among other things, indemnification of our
directors and executive officers for judgments, fines, settlement amounts and
expenses, including attorneys' fees, incurred by any of these persons in any
action or proceeding, including any action by or in the right of GoAmerica
arising out of that person's services as our director or executive officer, or
as a director or executive officer of any of our subsidiaries or any other
company or enterprise to which such person provides services at our request. We
believe that these provisions and agreements are necessary to attract and retain
qualified persons as directors and executive officers.
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to limit the personal liability
of members of its board of directors for violation of a director's fiduciary
duty of care. This Section does not, however, limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper personal benefit. This Section also
will have no effect on claims arising under the federal securities laws.
GoAmerica's Certificate of Incorporation limits the liability of its directors
as authorized by Section 102(b)(7).
GoAmerica has obtained liability insurance for the benefit of its
directors and officers which provides coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of GoAmerica (or any subsidiary thereof) due to any breach
of duty, neglect, error, misstatement, misleading statement, omission or act
done by such directors and officers, except as prohibited by law.
At present, there is no pending litigation or proceeding involving a
director or officer of GoAmerica as to which indemnification is being sought nor
is GoAmerica aware of any threatened litigation that may result in claims for
indemnification by any director or officer.
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SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of GoAmerica
pursuant to the foregoing provisions, or otherwise, GoAmerica has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made by us with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
filing of a post-effective amendment to this Prospectus which indicates that all
securities registered have been sold or which deregisters all securities then
remaining unsold:
o GoAmerica's Registration Statement on Form S-1 (Registration No.
333-94801), filed with the SEC on April 6, 2000;
o All other reports filed by GoAmerica pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999; and
o The description of GoAmerica's Common Stock, $0.01 par value, which
is contained in GoAmerica's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the SEC on April 6, 2000, and any subsequent amendments
or reports filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
-----------------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------
Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that the indemnification
provided by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that the scope of
indemnification extends to directors, officers, employees or agents of a
constituent corporation absorbed in a consolidation or merger and persons
serving in that capacity at the request of the constituent corporation for
another. Section 145 also empowers the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article IX of GoAmerica's Bylaws specifies that GoAmerica shall indemnify
its directors, officers, employees and agents because he or she was or is a
director, officer, employee or agent of GoAmerica or was or is serving at the
request of GoAmerica as a director, officer, employee or agent of another entity
to the full extent that such right of indemnity is permitted by the laws of the
State of Delaware. This provision of the Bylaws is deemed to be a contract
between GoAmerica and each director and officer who serves in such capacity at
any time while such provision and the relevant provisions of the Delaware
General Corporation Law are in effect, and any repeal or modification thereof
shall not offset any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.
We have also entered into written agreements to indemnify our directors
and executive officers in addition to the indemnification provided for in our
Bylaws. These agreements provide for, among other things, indemnification of our
directors and executive officers for judgments, fines, settlement amounts and
expenses, including attorneys' fees, incurred by any of these persons in any
action or proceeding, including any action by or in the right of GoAmerica
arising out of that person's services as our director or executive
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officer, or as a director or executive officer of any of our subsidiaries or any
other company or enterprise to which such person provides services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to limit the personal liability
of members of its board of directors for violation of a director's fiduciary
duty of care. This Section does not, however, limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper personal benefit. This Section also
will have no effect on claims arising under the federal securities laws.
GoAmerica's Certificate of Incorporation limits the liability of its directors
as authorized by Section 102(b)(7).
GoAmerica has obtained liability insurance for the benefit of its
directors and officers which provides coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of GoAmerica (or any subsidiary thereof) due to any breach
of duty, neglect, error, misstatement, misleading statement, omission or act
done by such directors and officers, except as prohibited by law.
At present, there is no pending litigation or proceeding involving a
director or officer of GoAmerica as to which indemnification is being sought nor
is GoAmerica aware of any threatened litigation that may result in claims for
indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
---------------------------------------------
The issuance of the Shares being offered by the Form S-3 Reoffer
Prospectus were deemed exempt from registration under the Securities Act in
reliance upon either Section 4(2) of the Securities Act as transactions not
involving any public offering or Rule 701 under the Securities Act as
transactions made pursuant to a written compensatory plan or pursuant to a
written contract relating to compensation.
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ITEM 8. EXHIBITS.
------------------
Exhibit Number Description
---------------- -------------------------------------------------------------
4.1 GoAmerica Communications Corp. 1999 Stock Option Plan(1)
4.2 GoAmerica, Inc. 1999 Stock Plan(2)
4.3 GoAmerica, Inc. Employee Stock Purchase Plan (3)
5.1 Opinion of Buchanan Ingersoll Professional Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5.1)
24 Power of Attorney (contained on the signature page of this
Registration Statement)
----------
(1) Incorporated by reference to Exhibit 10.11 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
(2) Incorporated by reference to Exhibit 10.12 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
(3) Incorporated by reference to Exhibit 10.13 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
ITEM 9. UNDERTAKINGS.
----------------------
a. GoAmerica hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
c. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hackensack, State of New Jersey, on this 11th day of
October, 2000.
GoAmerica, Inc.
By: /s/ Aaron Dobrinsky
-------------------------------------
Aaron Dobrinsky
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Aaron Dobrinsky, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
-------------------------- -------------------------- -----------------
/s/ Aaron Dobrinsky President, Chief Executive October 11, 2000
-------------------------- Officer and Director
Aaron Dobrinsky (Principal Executive
Officer)
/s/ Joseph Korb Executive Vice President October 11, 2000
-------------------------- and Director
Joseph Korb
/s/ Francis J. Elenio Chief Financial Officer, October 11, 2000
-------------------------- Secretary and Treasurer
Francis J. Elenio (Principal Financial
and Accounting Officer)
/s/ Robi Blumenstein Director October 11, 2000
--------------------------
Robi Blumenstein
/s/ Adam Dell Director October 11, 2000
--------------------------
Adam Dell
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/s/ Alan Docter Director October 6, 2000
--------------------------
Alan Docter
/s/ Mark Kristoff Director October 11, 2000
--------------------------
Mark Kristoff
/s/ Zachary Prensky Director October 10, 2000
--------------------------
Zachary Prensky
/s/ Brian D. Bailey Director October 9, 2000
--------------------------
Brian D. Bailey
/s/ Andrew Seybold Director October 2, 2000
--------------------------
Andrew Seybold
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EXHIBIT INDEX
Exhibit Number Description
---------------- -------------------------------------------------------------
4.1 GoAmerica Communications Corp. 1999 Stock Option Plan(1)
4.2 GoAmerica, Inc. 1999 Stock Plan(2)
4.3 GoAmerica, Inc. Employee Stock Purchase Plan (3)
5.1 Opinion of Buchanan Ingersoll Professional Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5.1)
24 Power of Attorney (contained on the signature page of this
Registration Statement)
----------
(1) Incorporated by reference to Exhibit 10.11 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
(2) Incorporated by reference to Exhibit 10.12 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
(3) Incorporated by reference to Exhibit 10.13 filed as part of the
Registration Statement on Form S-1 (File No. 333-94801).
