Goamerica Inc - Current report filing (8-K)
February 15 2008 - 9:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): February 11, 2008
GOAMERICA, INC.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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0-29359
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22-3693371
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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433 HACKENSACK AVENUE,
HACKENSACK, NJ 07601
(Address of principal executive offices) (Zip Code)
Registrants
telephone number, including area code (201) 996-1717
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
February 11, 2008, the Board of Directors of the Registrant approved amendments to the
Registrants by-laws. The amendments expressly approve the use of electronic
transmissions as a means for delivering notices of Board meetings and as a means for
recording Board consents.
The
amendments, which were effective upon adoption by the Registrants Board, modified
Sections 8 and 12 of Article II of the Registrants By-Laws to provide in their
entirety as follows:
SECTION
8.
Notice of Special Meetings
. A notice of the place, date and time and the
purpose or purposes of each special meeting of the Board of Directors shall be given
to each director by mailing the same at least two days before the special meeting, or by
telegraphing or telephoning the same, communicating the same by electronic
transmission or by delivering the same personally not later than the day before
the day of the meeting.
SECTION
12.
Action by Written Consent
. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all the
directors consent thereto in writing or by electronic transmission, and the writing
or writings, or electronic transmission or electronic transmissions, are filed with
the minutes of proceedings of the Board of Directors.
Item 9.01
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Financial Statements and Exhibits.
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The
following exhibit is filed with this Current Report on Form 8-K:
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Exhibit 3.2
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GoAmerica,
Inc.s Amended and Restated By-laws (as amended and restated through
February 11, 2008).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GOAMERICA, INC.
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By: /s/ Donald G. Barnhart
Donald G. Barnhart, Senior Vice President
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Dated: February 15, 2008
EXHIBIT INDEX
The following exhibit is filed with
this Current Report on Form 8-K:
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Exhibit No.
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Description
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Exhibit 3.2
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GoAmerica, Inc.s Amended and Restated By-laws
(as amended and restated through February 11, 2008).
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