Goamerica Inc - Current report filing (8-K)
March 24 2008 - 7:00AM
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): March 24, 2008 (March 20, 2008)
GoAmerica, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
|
0-29359
(Commission
File Number)
|
22-3693371
(I.R.S. Employer
Identification No.)
|
433 Hackensack Avenue
Hackensack, NJ 07601
(Address of principal executive offices) (Zip code)
(201) 996-1717
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
[ ]
|
|
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))
|
INFORMATION TO BE
INCLUDED IN THE REPORT
Item 1.01. Entry Into
a Material Definitive Agreement
Employment Agreements
On
March 20, 2008, GoAmerica, Inc. (GoAmerica or the Company) entered into employment
agreements with Daniel R. Luis, its Chief Executive Officer, and with Edmond Routhier,
its President and Vice Chairman of the Board (collectively, the Executives). Each
employment is substantially the same.
The
employment agreements provide that both Executives are to receive an initial base salary
of $275,000. The Compensation Committee may award one or both Executives additional
bonus payments, option grants or restricted stock awards in its discretion.
The
agreements are each of indefinite term; each such agreement provides for an annual salary
review, at which time the salaries paid under such agreements may be increased (but not
decreased) in the discretion of the Compensation Committee.
In
the event that either Executive is terminated without cause or resigns for good reason
(as each such term is defined in the agreements), he shall be entitled to receive
enhanced severance, in an amount equal to one years base salary, as well as the right to
continue in Company health and welfare benefit plans for one year after termination and
90 days outplacement services at a level commensurate with his position.
In
the event of a change of control of the Company, as defined in the employment agreements,
25% of the Executives then-unvested stock options shall immediately vest. In addition,
after a change of control of the Company, all remaining unvested stock of either
Executive shall immediately vest if (a) such Executives aggregate compensation is
substantially diminished, or (b) such Executive is required to relocate more than 100
miles from his then-current residence in order to continue to perform his duties.
Each
Executive also receives a $1,000 per month expense allowances and is reimbursed for
additional business travel and entertainment expenses incurred in connection with their
duties. Each employment agreement also contains certain confidentiality provisions and
requires that the Company maintain standard directors and officers insurance in the same
amount as the Company maintains for other directors and officers.
Amendment of 2005 Equity
Compensation Plan
On
March 20, the Board of Directors of GoAmerica amended GoAmericas 2005 Equity
Compensation Plan to increase the total number of shares available for award thereunder
from 2,000,000 shares to 2,600,000 shares. GoAmerica intends to seek stockholder approval
of such amendment as soon as practicable.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
March 20, 2008, King Lee resigned as a director of GoAmerica, and Christopher Gibbons was
appointed as a director.
Accordingly,
GoAmericas Board of Directors currently consists of Steven C. Chang, Aaron Dobrinsky,
Behdad Eghbali, Steven Eskenazi, Christopher Gibbons, Daniel R. Luis, Bill M. McDonagh
and Edmond Routhier, with Mr. Dobrinsky serving as Chairman of the Board. All directors
will serve until the next annual meeting and until their successors are duly elected and
qualified.
The
composition of various board committees was revised such that (i) Aaron Dobrinsky, Steven
Eskenazi and Bill M. McDonagh are the members of GoAmericas Compensation Committee, with
Mr. Eskenazi serving as Chairman of such Committee, (ii) Aaron Dobrinsky, Steven Eskenazi
and Bill M. McDonagh are the members of GoAmericas Audit Committee, with Mr. McDonagh
serving as Chairman of such Committee, and (iii) Steven C. Chang, Behdad Eghbali, and
Aaron Dobrinsky are the members of GoAmericas Nominating Committee, with Mr. Eghbali
serving as Chairman of such Committee.
Item 9.01. Financial
Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
Employment Agreement dated as of March 20, 2008 between GoAmerica, Inc. and Daniel R. Luis.
|
|
10.2
|
Employment Agreement dated as of March 20, 2008 between GoAmerica, Inc. and Edmond Routhier.
|
|
10.3
|
GoAmerica, Inc. 2005 Equity Compensation Plan, as amended.
|
|
99.1
|
Press Release dated March 24, 2008.
|
|
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.
|
GoAmerica, Inc.
(Registrant)
|
|
|
|
By:
|
/s/ Donald G. Barnhart
|
Name:
Title:
|
Donald G. Barnhart
Senior Vice President
|
Date: March 24, 2008
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
10.1
|
Employment Agreement dated as of March 20, 2008 between GoAmerica, Inc. and Daniel R. Luis.
|
|
10.2
|
Employment Agreement dated as of March 20, 2008 between GoAmerica, Inc. and Edmond Routhier.
|
|
10.3
|
GoAmerica, Inc. 2005 Equity Compensation Plan, as amended.
|
|
99.1
|
Press Release dated March 24, 2008.
|
|
Goamerica (MM) (NASDAQ:GOAM)
Historical Stock Chart
From Jul 2024 to Aug 2024
Goamerica (MM) (NASDAQ:GOAM)
Historical Stock Chart
From Aug 2023 to Aug 2024