-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INUU6aAKRS7ual+ZGvZJ1I1WX5QFVGM+pHR75P+w1kvY/Oqf0BZyHvbMP1eL9I8L BnTFF5Vp8MS0WGUYT210nA== 0001068238-08-000136.txt : 20080123 0001068238-08-000136.hdr.sgml : 20080123 20080122184955 ACCESSION NUMBER: 0001068238-08-000136 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080123 DATE AS OF CHANGE: 20080122 GROUP MEMBERS: BILL COLEMAN GROUP MEMBERS: BRENDAN MCANINCH GROUP MEMBERS: CAYMUS INVESTMENT GROUP, LLC GROUP MEMBERS: EDMOND ROUTHER GROUP MEMBERS: FRITZ BEESEMYER GROUP MEMBERS: GREG BRONSTEIN GROUP MEMBERS: JOHN CLARK GROUP MEMBERS: JOHN ZEISLER GROUP MEMBERS: KURT SCHUSTERMAN GROUP MEMBERS: MATTHEW OCKNER GROUP MEMBERS: RAJ VENKATESAN GROUP MEMBERS: STEVEN ESKENAZI GROUP MEMBERS: WILLIAM MCDONAGH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOAMERICA INC CENTRAL INDEX KEY: 0001101268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 223693371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60637 FILM NUMBER: 08543026 BUSINESS ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019961717 MAIL ADDRESS: STREET 1: C/O GOAMERICA STREET 2: 401 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Routhier Ed CENTRAL INDEX KEY: 0001422966 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 201-996-1717 MAIL ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 SC 13D 1 caymus_routhier-schedule13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. __)*

 

GOAMERICA, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

38020R304

(CUSIP Number)

Caymus Investment Group, LLC

c/o Edmond Routhier

595 Menlo Drive

Rocklin, CA 95765

(916) 435-3375

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 10, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. CAYMUS INVESTMENT GROUP, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATIONCalifornia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

0 shares

8

SHARED VOTING POWER

453,047 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

453,047 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 2 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. EDMOND ROUTHIER

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

1,338,370 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 3 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. STEVEN ESKENAZI

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

447,091 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 4 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. MATTHEW OCKNER

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

398,204 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 5 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. WILLIAM MCDONAGH

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

206,517 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 6 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. JOHN CLARK

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

370,771 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 7 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. FRITZ BEESEMYER

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

49,178 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

 

Page 8 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. GREG BRONSTEIN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

126,752 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 9 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. BILL COLEMAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

116,251 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

Page 10 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. BRENDAN MCANINCH

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

56,937 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

 

 

Page 11 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. KURT SCHUSTERMAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

67,975 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

 

Page 12 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. RAJ VENKATESAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

24,588 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

 

Page 13 of 26

 


SCHEDULE 13D

CUSIP No. 38020R304

 

 

 

1

NAME OF REPORTING PERSONS. JOHN ZEISLER

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (1)

(a) x

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7

SOLE VOTING POWER

107,686 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

0 shares

10

SHARED DISPOSITIVE POWER

3,300,320 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,300,320 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5% (1)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

(1) The calculation of the foregoing percentage is based on 16,896,015 GoAmerica, Inc. (“Issuer”) shares outstanding as of January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 36.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer common stock outstanding as of January 10, 2008, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). See Item 5 below.

 

 

Page 14 of 26

 


SCHEDULE 13D

 

Item 1.

Security and Issuer.

 

The class of equity securities to which this statement on Schedule 13D relates is common stock, par value $.01 per share (the “Shares”), of GoAmerica, Inc., a Delaware corporation (“Issuer”). The principal office of Issuer is located at 433 Hackensack Avenue, Hackensack, New Jersey 07601.

 

Item 2.

Identity and Background.

 

This Schedule 13D is being filed by Caymus Investment Group, LLC, a California limited liability company (“Caymus”) and the natural persons listed in Table No. 1 on Appendix A hereto, which Appendix A is incorporated by reference herein (together, the “Reporting Persons”). The Reporting Persons are former stockholders of Hands On Video Relay Services, Inc. (“Hands On”), a California-based provider of video relay and interpreting services, who prior to the Merger described in Item 4 became parties to the Transfer Restriction Agreement also described in Item 4 below.

 

The name, residence or business address and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each Reporting Person who is a natural person is set forth in Table No. 1 on Appendix A hereto, which Appendix A is incorporated by reference herein. The name, state or place of organization, principal business, principal business address, and principal office address of each Reporting Person that is not a natural person is set forth in Table No. 2 on Appendix A hereto.

Each Reporting Person who is a natural person is a citizen of the United States of America.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

 

The Reporting Persons became the owner of the Shares described in this filing as a result of the consummation of the Merger described in Item 4 below. As a result of the Merger, Caymus received an aggregate of 453,047 Shares, plus cash, in exchange for 527,244 Hands On shares of capital stock. As a result of the Merger, each Reporting Person who is a natural person received a cash amount and the aggregate number of Shares set forth on Appendix B, in

 

Page 15 of 26

 


exchange for the number of Hand On shares of capital stock set forth in on Appendix B hereto, which Appendix B is incorporated by reference herein.

 

Item 4.

Purpose of Transaction.

 

Issuer, HOVRS Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Issuer (“Merger Sub”), Hand On and Bill M. McDonagh, as the representative of the stockholders of Hands On for purposes of the Merger Agreement, entered into an Agreement and Plan of Merger, dated as of September 12, 2007, as amended (the “Merger Agreement”). Pursuant to the Merger Agreement, on January 10, 2008, Merger Sub was merged with and into Hand On with Hand On continuing as the surviving corporation and a wholly owned subsidiary of Issuer (the “Merger”). As a result of the Merger, all outstanding capital stock of Hand On was automatically converted into the right to receive a combination of Shares and cash in accordance with the Merger Agreement and elections made by the former stockholders of Hands On. The aggregate consideration payable to the holders of Hand On capital stock under the Merger Agreement is described in Article II of the Merger Agreement, and consisted of, in the aggregate, approximately $35 million in cash and approximately 6.7 million shares of the Issuer's common stock.

 

Under the Lock-up and Registration Rights Agreement made and entered into as of January 10, 2008, by and among the Issuer and the former stockholders of Hands On named therein (the “Lock-up and Registration Rights Agreement”), the Shares held by Caymus and the other Reporting Persons are subject to a two year lock-up, with a limited possibility to sell or transfer such Shares in the second of such two year period. Notwithstanding the foregoing, Caymus and the other Reporting Persons have the right to have such Shares they received registered under U.S. securities laws (i) commencing at such time after January 10, 2009 when the Issuer stock price reaches an average closing price of $20 per share, pursuant to the Lock-up and Registration Rights Agreement, and (ii) at any time upon demand made by certain holders of Issuer’s Series A Preferred Stock, pursuant to the Amended and Restated Investor Rights Agreement effective January 10, 2008 by and among Issuer and certain stockholders of the Issuer (the “Amended and Restated Investor Rights Agreement”).

 

Prior to the Merger, the Reporting Persons as former direct and indirect members of Caymus Investment Group II, LLC and Caymus Obray, LLC, each a California limited liability company and former stockholders of Hands On (the “Former Stockholders”), entered into the Transfer Restriction Agreement dated December 21, 2007 (the “Transfer Restriction Agreement”) in connection with the distribution of the Hands On shares held by the Former Stockholders to their respective members. As a result of such distribution, the Reporting Persons becoming direct stockholders of Hands On prior to the Merger and received Shares in the Merger. Pursuant to the Transfer Restriction Agreement, the Reporting Persons agreed not to sell, transfer or otherwise dispose of any Shares acquired in the Merger for a period of four years following the consummation of the Merger, unless such  Shares are sold, transferred or otherwise disposed of in concert on a pro rata basis at the direction of at least two out of the following three

 

Page 16 of 26

 


individuals: Steve Eskenazi, Matt Ockner and Edmond Routhier. Accordingly, the Reporting Persons are filing this Schedule 13D because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the transactions described in this Item 2 and Item 4 of this Schedule 13D.

 

In accordance with the terms and conditions of the Merger Agreement, upon the consummation of the Merger, and in satisfaction of a condition of the Merger, William McDonagh, Edmond Routhier and Steve Eskenazi, former directors and stockholders of Hand On, were appointed to the eight member Board of Directors of the Issuer. In addition, upon the consummation of the Merger, Ronald Obray, the chief executive officer of Hands On prior to the Merger, was appointed co-chief executive officer of the Hands On subsidiary of the Issuer on January 10, 2008.

 

References to, and the descriptions of, the Merger Agreement and the amendments thereto, the Transfer Restriction Agreement and to the agreements governing registration rights (the Lock-up and Registration Rights Agreement and the Amended and Restated Investor Rights Agreement) are qualified in their entirety by reference to the complete text of such agreements and any amendments thereto, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

 

Other than as described herein, the Reporting Persons currently have no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (i) of this Schedule 13D (although each of the Reporting Persons reserves the right to develop such plans).  Each Reporting Person may, at any time and from time to time, review or reconsider his or its position and/or change his or its purpose and/or formulate plans or proposals with respect thereto.  Depending on various factors and subject to the Lock-up and Registration Rights Agreement and the Transfer Restriction Agreement, including, without limitation, Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)-(b) As a result of the Merger, Caymus is the beneficial owners of 453,047 Issuer Shares, all of which are currently issued and outstanding. Such shares constitute approximately 2.7% of the outstanding Issuer Shares, based on the 16,896,015 Issuer Shares outstanding on January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. If the Issuer preferred stock is not converted to common stock, such shares represent 5.0% of the outstanding Issuer common stock, based on 9,159,071 shares of Issuer Common Stock outstanding as of January 10, 2008, based on information provided by the Issuer.1 Mr. Routhier is the sole managing member of Caymus and, as a result of such position, has the power to cause the voting and/or disposition of Shares beneficially owned by Caymus. Caymus and Mr. Routhier have shared voting and dispositive power over the entire 453,047 Issuer Shares.

_________________________

The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17).

 

Page 17 of 26

 


As a result of the Merger, each Reporting Person who is a natural person received the aggregate number of Issuer Shares in exchange for the number of Hands On shares, as is set forth in on Appendix B hereto, which Appendix B is incorporated by reference herein, plus cash. As described in Appendix B, each of such Reporting Persons has sole voting power over the Shares registered in such Reporting Person’s name and shared dispositive power over the Issuer Shares registered in such Reporting Person’s name pursuant to the Transfer Restriction Agreement.

 

Except as expressly set forth in this Statement, each Reporting Person disclaims beneficial ownership of the Issuer Shares beneficially owned by any other Reporting Person.

 

(c) Except as reported herein, the Reporting Persons have not affected any transactions in the Issuer’s securities.

 

(d) - (e)

Not applicable.

 

 

Page 18 of 26

 


Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Other than (i) the Merger Agreement (to which the persons named in Item 2 are not a party), or as described in the Merger Agreement, as of the date hereof, (ii) the Lock-up and Registration Rights Agreement, (iii) the Amended and Restated Investors’ Rights Agreement, and (iv) the Transfer Restriction Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any other person with respect to any securities of Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

Exhibit No.

Description

 

 

1

Agreement and Plan of Merger (the “Merger Agreement”), made and entered into as of September 12, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

2

Amendment Letter to Merger Agreement, dated as of September 17, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

3

Amendment Letter to Merger Agreement, dated as of October 8, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

 

 

Page 19 of 26

 


 

4

Amendment Letter to Merger Agreement, dated as of October 11, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

5

Amendment Letter to Merger Agreement, dated as of November 6, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

6

Amendment Letter to Merger Agreement, dated as of January 8, 2008, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement.

 

7

Lock-Up and Registration Rights Agreement made and entered into as of January 10, 2008, by and among GoAmerica, Inc. and the stockholders of Hands On named therein (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

8

Amended and Restated Investor Rights Agreement made and entered into as of September 12, 2007, by and among GoAmerica, Inc. and the stockholders of Hands On named therein (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

9

Joint Filing Agreement dated January 22, 2008.

 

10

Transfer Restriction Agreement made and entered into as of December 21, 2007 by and among the signatories thereto.

 

Page 20 of 26

 


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2008

CAYMUS INVESTMENT GROUP, LLC

 

 

 

By: _/s/ Edmond Routhier                             

 

Edmond Routhier, Managing Member

 

 

Dated: January 22, 2008

/s/ Edmond Routhier                                       

 

EDMOND ROUTHIER

 

 

Dated: January 22, 2008

/s/ Matt Ockner                                                

 

MATT OCKNER

 

 

Dated: January 22, 2008

/s/ John Clark                                                  

 

JOHN CLARK

 

 

Dated: January 22, 2008

/s/ Steve Eskenazi                                          

 

STEVE ESKENAZI

 

 

Dated: January 22, 2008

/s/ William McDonagh                                  

 

WILLIAM MCDONAGH

 

 

Dated: January 22, 2008

/s/ Greg Bronstein                                          

 

GREG BRONSTEIN

 

 

Dated: January 22, 2008

/s/ Brendan McAninch                                   

 

BRENDAN MCANINCH

 

 

Dated: January 22, 2008

/s/ Raj Venkatesan                                        

 

RAJ VENKATESAN

 

 

Dated: January 22, 2008

/s/ John Zeisler                                              

 

JOHN ZEISLER

 

 

Dated: January 22, 2008

/s/ Fritz Beesemyer                                       

 

FRITZ BEESEMYER

 

 

Dated: January 22, 2008

/s/ Kurt Schusterman                                    

 

KURT SCHUSTERMAN

 

 

Dated: January 22, 2008

_____________________________________

 

BILL COLEMAN

Page 21 of 26

 


EXHIBIT INDEX

 

Exhibit No.

Description

 

1

Agreement and Plan of Merger (the “Merger Agreement”), made and entered into as of September 12, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

2

Amendment Letter to Merger Agreement, dated as of September 17, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

3

Amendment Letter to Merger Agreement, dated as of October 8, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

4

Amendment Letter to Merger Agreement, dated as of October 11, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

5

Amendment Letter to Merger Agreement, dated as of November 6, 2007, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement (incorporated by reference to Exhibit D to Definitive Proxy Statement on Schedule 14D of the Issuer filed on November 9, 2007).

 

6

Amendment Letter to Merger Agreement, dated as of January 8, 2008, by and among GoAmerica, Inc., HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc. and Bill M. McDonagh as representative of the stockholders of HOVRS for purposes of the Merger Agreement.

 

 

 

Page 22 of 26

 


 

7

Lock-Up and Registration Rights Agreement made and entered into as of January 10, 2008, by and among GoAmerica, Inc. and the stockholders of Hands On named therein (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

8

Amended and Restated Investor Rights Agreement made and entered into as of September 12, 2007, by and among GoAmerica, Inc. and the stockholders of HOVRS named therein (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K of the Issuer filed on September 18, 2007).

 

9

Joint Filing Agreement dated January 22, 2008.

 

10

Transfer Restriction Agreement made and entered into as of December 21, 2007 by and among the signatories thereto.

 

 

Page 23 of 26

 


APPENDIX A

Table No. 1

Natural Persons

Name

Residence or Business Address

Principal Occupation or Employment

Place of Occupation or Employment

Edmond Routhier

 

c/o Hands On Video Relay Services, Inc.,
595 Menlo Drive, Rocklin, CA 95765

President, GoAmerica, Inc.

GoAmerica, Inc.
595 Menlo Drive, Rocklin, CA 95765

Matthew Ockner

 

c/o Columbus Capital Management
1 Market Street,
Spear Tower, Suite 3790
San Francisco, CA 94105

Portfolio Manager, Columbus Capital Management

Columbus Capital Management
1 Market Street,
Spear Tower, Suite 3790
San Francisco, CA 94105

John Clark

7548 Bennett Valley Road
Santa Rosa, CA 95404

 

Private Investor / Consultant

7548 Bennett Valley Road
Santa Rosa, CA 95404

 

Steve Eskenazi

50 Sheldon Way
Hillsborough, CA 94010

 

Partner, Walden VC

Walden VC
750 Battery Street, 7th Floor
San Francisco, CA 94111

William McDonagh

23 Park Ridge Road
San Rafael, CA 94903

Partner, Walden VC

Walden VC
750 Battery Street, 7th Floor
San Francisco, CA 94111

Greg Bronstein

 

c/o Wells Fargo Bank
999 3rd Avenue, Suite 4000
Seattle, WA 98104

Managing Director, Wells Fargo Bank

Wells Fargo Bank
999 3rd Avenue, Suite 4000
Seattle, WA 98104

Brendan McAnich

 

c/o Columbus Capital Management
101 California Street, Suite 4001
San Francisco, CA 94111

Portfolio Manager, Columbus Capital Management

Columbus Capital Management
1 Market Street,
Spear Tower, Suite 3790
San Francisco, CA 94105

Raj Venkatesan

 

3414 Washington Street
San Francisco, CA 94118

Principal, Standard Pacific Capital

Standard Pacific Capital
101 California Street, 36 FL
San Francisco, CA 94111

John Zeisler

 

25975 Alicante Lane
Los Altos Hills, CA  94022

Private Investor

25975 Alicante Lane
Los Altos Hills, CA  94022

Fritz Beesemyer

 

5101 N. Casa Blanca Drive,
Suite 31
Scottsdale, AZ 85253

Principal, Casa Blanca Ventures III, LLC

Casa Blanca Ventures III, LLC
5101 N. Casablanca Drive,
Suite 31
Scottsdale, AZ 85253

Bill Coleman

 

1550 Indian Valley Rd
Novato, CA 94947

 

 

Kurt Schusterman

650 Lysander Court
Brentwood, TN 37027

VP/General Manager, GoAmerica, Inc.

GoAmerica, Inc.
650 Lysander Court
Brentwood, TN  37027

 

 

Page 24 of 26

 


 

Table No. 2

Corporations, General Partnerships, Limited Partnerships,  

Syndicates, or Other Groups of Persons

Name

State or Place of Organization

Business Purpose

Address of Principal Business

Address of Principal Office

Caymus Investment Group, LLC

California

Investment

c/o Hands On Video Relay Services, Inc.
595 Menlo Drive, Rocklin, CA 95765

c/o Hands On Video Relay Services, Inc.
595 Menlo Drive, Rocklin, CA 95765

 

 

Page 25 of 26

 


APPENDIX B

 

Name

Shares of HOVRS

Issuer Shares

(Sole Voting Power)

 

Percentage of Issuer  

(1)

 

Issuer Shares

(Shared Dispositive Power)

 

Percentage of Issuer  

(2)

Fritz Beesemyer

 

104,802

49,178

0.3%

3,300,320

19.5%

Greg Bronstein

 

158,818

126,752

0.8%

3,300,320

19.5%

Jack Clark

 

464,249

370,771

2.2%

3,300,320

19.5%

Bill Coleman

 

157,205

116,251

0.7%

3,300,320

19.5%

Steve Eskenazi

 

505,674

447,091

2.7%

3,300,320

19.5%

Brendan McAninch

 

106,416

56,937

0.3%

3,300,320

19.5%

Bill McDonagh

 

294,453

206,517

1.2%

3,300,320

19.5%

Matt Ockner

 

578,032

398,204

2.4%

3,300,320

19.5%

Edmond Routhier

 

1,094,455

875,323

5.2%

3,300,320

19.5%

Kurt Schusterman

 

108,516

67,975

0.4%

3,300,320

19.5%

Raj Venkatesan

 

52,400

24,588

0.2%

3,300,320

19.5%

John Zeisler

 

104,802

107,686

0.6%

3,300,320

19.5%

 

 

 

 

 

 

 

(1) Based on the 16,896,015 Issuer Shares outstanding on January 10, 2008, assuming conversion of the outstanding Issuer preferred stock into Issuer common stock, based on information provided by the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Prefered Stock into common stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of common stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17).

(2) Each Reporting Person disclaims beneficial ownership of all Issuer Shares, except for the Issuer Shares held in his name as set forth in the column designated “Issuer Shares (Sole Voting Power)”.

 

Page 26 of 26

 


EX-99.6 2 ex6.htm

GoAmerica, Inc.

433 Hackensack Avenue, 3rd Floor

Hackensack, N 07601

 

January 8, 2008

 

Mr. Edmond Routhier

Chief Executive Officer

Hands On Video Relay Services, Inc.

590 Menlo Drive

Rocklin, CA 95765-3708

 

Re:

 

Agreement to Amend Merger Agreement (this “Letter Agreement”)

 

Dear Ed:

 

Reference is made to the Agreement and Plan of Merger dated September 12, 2007, as amended by the side letters dated September 17, 2007, October 8, 2007, October 11, 2007, November 6, 2007 and December 31, 2007 (the “Merger Agreement”), by and among GoAmerica, Inc., a Delaware corporation (“GoAmerica”), the HOVRS Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of GoAmerica, Hands On Video Relay Services, Inc., a Delaware corporation (“Hands On”), and Bill M. McDonagh as stockholders’ agent. Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.

 

 

The Merger Agreement shall be amended as follows:

 

1.   The definition of “Merger Cash” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 

Merger Cash” shall mean Thirty Five Million Dollars ($35,000,000), minus (i) the amount by which the Transaction Expenses of HOVRS exceed One Million Dollars ($1,000,000) in the aggregate, and (ii) the amount of the Employee Cash Bonus.

 

2.            The following defined term shall be added to Section 1 of the Merger Agreement immediately following the definition of “Election Form”:

 

Employee Cash Bonus” shall mean the sum of One Hundred Fifty Thousand Dollars ($150,000), which amount shall be paid to certain employees of HOVRS as determined and awarded by the HOVRS Board of Director in its discretion.

 

3.            The definition of “Determination Date” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 

Determination Date” shall mean the date that is three (3) Business Days preceding the Closing Date.

 

4.            The definition of “Common Liquidation Proceeds” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 


Mr. Edmond Routhier

January 8, 2008

Page 2

 

 

Common Liquidation Proceeds” shall mean the sum of (i) the Common Liquidation Preference plus (ii) the product of (A) the Shared Liquidation Proceeds multiplied by (B) a fraction, the numerator of which shall be the number of issued and outstanding shares of HOVRS Common Stock, and the denominator of which shall be the total number of issued and outstanding shares of HOVRS Common Stock and HOVRS Preferred Stock, in each case as of the day immediately preceding the Closing Date.”

 

5.            The definition of “Common Per Share Price” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:      

 

Common Per Share Price” shall mean the quotient of the Common Liquidation Proceeds divided by the number of shares of HOVRS Common Stock that are issued and outstanding as of the day immediately preceding the Closing Date.”

 

6.            The definition of “Minimum Cash Election” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:                

 

Minimum Cash Election” shall mean, for each HOVRS Stockholder, an election to receive at a minimum Cash Consideration equal to such holder’s pro rata portion of the Escrow Cash, which pro rata shall be derived by multiplying Five Million Two Hundred Thousand Dollars ($5,200,000) by a fraction, (i) the numerator of which shall be the number of HOVRS Common Stock or HOVRS Preferred Stock, as the case may be, held by such holder, and (ii) the denominator of which shall be the total number of HOVRS Common Stock or HOVRS Preferred Stock issued and outstanding as of the day immediately preceding the Closing Date.”

 

7.            The definition of “Preferred Liquidation Proceeds” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 

Preferred Liquidation Proceeds” shall mean the sum of (i) the Preferred Liquidation Preference plus (ii) the product of (A) the Shared Liquidation Proceeds multiplied by (B) a fraction, the numerator of which shall be the number of issued and outstanding shares of HOVRS Preferred Stock, and the denominator of which shall be the total number of issued and outstanding shares of HOVRS Common Stock and HOVRS Preferred Stock, in each case as of the day immediately preceding the Closing Date.”

 

8.            The definition of “Preferred Per Share Price” set forth in Section 1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 

Preferred Per Share Price” shall mean the quotient of the Preferred Liquidation Proceeds divided by the number of shares of HOVRS Preferred Stock that are issued and outstanding as of the day immediately preceding the Closing Date.”

 

9.            Section 2.6(d)(i) of the Merger Agreement shall be amended to delete the words “Determination Date” used twice in such paragraph, and in both instances “Determination Date” shall be replaced with the following phrase: “day immediately preceding the Closing Date”.

 

10.          Section 5.1(d)(iv) of the Merger Agreement shall be deleted in its entirety and replaced with the following:

 


Mr. Edmond Routhier

January 8, 2008

Page 3

 

 

“(iv) the acceptance of promissory notes as payment of the exercise price and applicable taxes from option holders exercising HOVRS Vested Options; provided, however, that the terms of each such promissory note shall require the option holder obligor thereunder to deliver to Acquirer, upon the Closing of the Merger, in full and complete satisfaction of his obligations under the promissory note, all or a portion of the cash consideration payable to the applicable holder pursuant to the Merger equal to the full amount payable under the applicable promissory note; and provided further, that notwithstanding the preceding proviso, if the cash consideration payable pursuant to the Merger to the obligor under any such promissory note is less than the principal amount of such promissory note together with interest accrued theron (the amount of such shortfall, the “Cash Shortfall”), then the terms of such promissory note shall require the obligor thereunder to deliver to Acquirer, upon the Closing of the Merger, in full and complete satisfaction of his obligations under the promissory note, upon the election by the applicable option holder (A) cash, or (B) a number of shares of Acquirer Common Stock having a value equal to the applicable Cash Shortfall, with the number of shares of Acquirer Common Stock calculated by taking the quotient of the Cash Shortfall and dividing it by the average of the high and low trading prices of the GoAmerica shares on Nasdaq on the Closing Date of the Merger;”

 

Except as expressly set forth above in this Letter Agreement, the Merger Agreement shall remain unmodified and in full force and effect. This Letter Agreement shall be governed by and construed in accordance with the laws of Delaware, without regard to conflicts of law principles.

 

If the foregoing reflects our agreement, I would be grateful if you would acknowledge below.

 

 

Very truly yours,

 

 

 

GOAMERICA, INC.

 

HOVRS ACQUISITION CORPORATION

 

 

 

 

 

By: _/s/ Daniel R. Luis_________________________

 

Daniel R. Luis, President

 

ACKNOWLEDGED AND AGREED

THIS 8th DAY OF JANUARY, 2008:

 

HANDS ON VIDEO RELAY SERVICES, INC.

 

 

By: __/s/ Edmond Routhier_______________________

Edmond Routhier, President

BILL M. McDONAGH,

as Stockholders’ Agent

 

 

_/s/ Bill M. McDonagh __________________________

Bill M. McDonagh

 

 

 

 

SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT

 

 

EX-99.9 3 ex9.htm

EXHIBIT 9

JOINT FILING AGREEMENT

 

This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, that the Schedule 13D (and any amendment thereto filed by them) to which this Agreement is attached as Exhibit 5 with respect to the beneficial ownership of the undersigned of Shares of GoAmerica, Inc. is being filed on behalf of each of the undersigned.

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

Dated: January 22, 2008

CAYMUS INVESTMENT GROUP, LLC

 

 

 

By: _/s/ Edmond Routhier                              

 

Edmond Routhier, Managing Member

 

 

Dated: January 22, 2008

/s/ Edmond Routhier                                       

 

EDMOND ROUTHIER

 

 

Dated: January 22, 2008

/s/ Matt Ockner                                                

 

MATT OCKNER

 

 

Dated: January 22, 2008

/s/ John Clark                                                  

 

JOHN CLARK

 

 

Dated: January 22, 2008

/s/ Steve Eskenazi                                          

 

STEVE ESKENAZI

 

 

Dated: January 22, 2008

/s/ William McDonagh                                  

 

WILLIAM MCDONAGH

 

 

Dated: January 22, 2008

/s/ Greg Bronstein                                          

 

GREG BRONSTEIN

 

 

Dated: January 22, 2008

/s/ Brendan McAninch                                   

 

BRENDAN MCANINCH

 

 

Dated: January 22, 2008

/s/ Raj Venkatesan                                        

 

RAJ VENKATESAN

 

 

Dated: January 22, 2008

/s/ John Zeisler                                              

 

JOHN ZEISLER

 

 

 

 

 

 


 

Dated: January 22, 2008

/s/ Fritz Beesemyer                                       

 

FRITZ BEESEMYER

 

 

Dated: January 22, 2008

/s/ Kurt Schusterman                                    

 

KURT SCHUSTERMAN

 

 

Dated: January 22, 2008

_____________________________________

 

BILL COLEMAN

 

 

 

 

 


EX-99.10 4 ex10.htm

TRANSFER RESTRICTION AGREEMENT

THIS TRANSFER RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2007 by and among the signatories to this Agreement identified on Schedule A (each a “Holder” and collectively, the “Holders”) to be effective as of and contingent upon the Closing of the Merger (as defined below).

 

RECITALS

 

A.    Reference is hereby made to the Agreement and Plan of Merger dated September 12, 2007, as amended, by and among GoAmerica, Inc., a Delaware corporation (“GoAmerica”), HOVRS Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of GoAmerica (“Merger Sub”), and Hands On Video Relay Services, Inc., a Delaware corporation (“Hands On”) (as it may be further amended from time to time, the “Merger Agreement”), pursuant to which, and subject to the terms and conditions thereof, at the Effective Time, Merger Sub will merge with and into Hands On (the “Merger”), and each share of HOVRS Common Stock and HOVRS Preferred Stock will convert into the right to receive cash and/or shares of common stock of GoAmerica (“GoAmerica Common Stock”) as set forth in the Merger Agreement; capitalized terms used herein without being defined have the same meanings that they are given in the Merger Agreement.

 

B.           As of the date hereof, each Holder owns shares of Common Stock and/or Series A Preferred Stock of Hands On, which shares may convert into a right to receive GoAmerica Common Stock upon the effectiveness of the Merger.

 

C.           In connection with the Merger and as a condition to the receipt of the GoAmerica Common Stock, each Holder will become a party to the Lock-up and Registration Rights Agreement dated as of the Closing Date between GoAmerica and certain holders of GoAmerica Common Stock, pursuant to which the GoAmerica Common Stock held by the Holders will be subject to a two (2) year lock-up as set forth therein (the “Lock-Up Agreement”).

 

D.           In addition to the restrictions set forth in the Lock-up Agreement, the parties hereto desire to enter into this Agreement to provide for further transfer restrictions on the terms and conditions set forth herein.

 

AGREEMENT

The parties hereby agree as follows:

1.            Lock-Up. Each Holder agrees that, following the Effective Time, such Holder shall not, with respect to the GoAmerica Common Stock received by such Holder pursuant to the Merger,

(A)         during the first one-year period immediately following the Effective Time, sell, transfer or otherwise dispose of any such GoAmerica Common Stock, and

 


(B)         during the second one-year period following the Effective Time, sell, transfer or otherwise dispose of Shares within any preceding three (3) month period representing more than the greater of (i) one percent (1%) of the number of shares of GoAmerica Common Stock then outstanding as shown by the most recent report or statement published by GoAmerica, (ii) the average weekly reported volume of trading in GoAmerica Common Stock reported on Nasdaq Capital Market during the four (4) calendar weeks preceding the filing of Form 144 with the SEC, by the selling Holder, as required by Rule 144 of the Securities Act, or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or (iii) the average weekly volume of trading in GoAmerica Common Stock reported pursuant to an effective transaction reporting plan or an effective national market system plan during the four-week period specified above.

 

2.            Further Transfer Restriction. Notwithstanding the provisions of Section 1(B) above or Section 1(B) of the Lock-up Agreement, each Holders hereby agrees that he or it will not sell, transfer or otherwise dispose of any shares of GoAmerica Common Stock acquired in the Merger during the Term (as defined below) of this Agreement, unless (i) such GoAmerica Common Stock held by the Holders are sold, transferred or otherwise disposed of in concert on a pro rata basis at the direction of the Directing Holders (as defined below), and (ii) at least two (2) out of the following three (3) individuals: Steve Eskenazi, Matt Ockner and Edmond Routhier (collectively, the “Directing Holders”), have authorized such sale, transfer or other disposition of the shares of GoAmerica Common Stock. The Holders agree and acknowledge that the GoAmerica Common Stock may be or become subject to a trading program at the direction of and subject to the approval of at least a majority of the Directing Holders, and each Holder shall take all such reasonable and lawful action as may be necessary or desirable for purposes of participating in any such trading program. If during the Term of this Agreement any further action is necessary or desirable to carry out the purposes of this Agreement, each Holder hereby agrees to cooperate with each other and the Directing Holders to carry out the purposes of this Agreement.

 

3.            Permitted Transfers. Notwithstanding the provisions of Sections 1, 2 or anything to the contrary herein or in the Lock-up Agreement, any Holder may transfer all or part of such Holder’s GoAmerica Common Stock to (i) his ancestors, descendants, siblings, or spouse, any executor or administrator of his estate, or to a custodian, trustee, executor, or other fiduciary primarily for the account of the Holder or his ancestors, descendants, siblings, or spouse, (ii) an affiliate (as defined in Rule 405 of Regulation D under the Securities Act), or (iii) to any other Holder who is a party to this Agreement (collectively, an “Exempted Transferee”); provided, that this Agreement shall be binding upon each such Exempted Transferee and, prior to the completion of such transfer, each Exempted Transferee or his or its legal representative shall have executed documents in form and substance reasonably satisfactory to GoAmerica and the Directing Holders, evidenced by their written acknowledgment of such satisfaction, assuming the obligations of the Holder under this Agreement with respect to the transferred GoAmerica Common Stock. Such transferred shares shall remain “GoAmerica Common Stock” hereunder, and references to a “Holder” hereunder shall be deemed thereafter to apply to and include the transferor or transferees of any such shares of GoAmerica Common Stock.

 

2

 


4.            Term. This Agreement shall be contingent upon and become effective as of the Effective Time of the Merger and shall survive until the earlier of (i) four (4) years from the Effective Time, and (ii) the date on which the Holders no longer own the Acquirer Common Stock received in connection with the Merger (the “Term”).

 

5.            Miscellaneous.

 

 

5.1          Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (i) upon receipt if delivered personally; (ii) three business days after being mailed by registered or certified mail, postage prepaid, return receipt requested; (iii) one business day after it is sent by commercial overnight courier service; or (iv) upon transmission if sent via facsimile with confirmation of receipt to the parties at the address (or at such other address for a party as shall be specified upon like notice) set forth on Schedule A.

5.2.        Entire Agreement. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.

 

5.3.         No Other Rights. Nothing in this Agreement shall be considered to give any person other than the parties any legal or equitable right, claim or remedy under or in respect of this Agreement or any provision of this Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of the parties and their respective successors and permitted assigns.

 

5.4.        Equitable Relief. Each of the parties hereto acknowledges that a breach by it of any provision contained in this Agreement will cause the other parties to sustain damage for which they would not have an adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such agreement and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

 

5.5          Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement which is held invalid or unenforceable only in part shall remain in full force and effect to the extent not held invalid or unenforceable.

 

5.6          Headings. All references in this Agreement to “section” or “sections” refer to the corresponding numbered paragraph or paragraphs of this Agreement. All words used in this Agreement shall be construed to be of the appropriate gender or number as the context

 

3

 


requires. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

 

5.7          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original copy of this Agreement and all of which, when taken together, shall be considered to constitute one and the same agreement.

 

5.8          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to that state’s conflicts of laws principles.

 

5.9          Amendments; Waivers. Any amendment or modification of or to any provision of this Agreement, and any consent to any departure of any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by each party. Notwithstanding the foregoing sentence, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by any party entitled to the benefits thereof only by a written instrument signed by such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

 

5.10       Successors and Assigns. This Agreement shall apply to, be binding in all respects upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign any of its rights under this Agreement without the prior written consent of each of the other parties.

 

5.11       No Conflict with Lock-Up Agreement. Holders hereby acknowledge and agree that if any term of this Agreement conflicts with the Lock-up Agreement, the Lock-up Agreement shall control.

 

[Signature page follows]

4

 


IN WITNESS WHEREOF, the parties have duly executed this Agreement to be effective as of the Closing of the Merger.

 

HOLDERS

_/s/ Matt Ockner _________________________________

Matt Ockner

 

_/s/ Jack Clark ___________________________________

Jack Clark

 

_/s/ Steve Eskenazi _______________________________

Steve Eskenazi

 

_/s/ Bill McDonagh _______________________________

Bill McDonagh

 

_/s/ Greg Bronstein________________________________

Greg Bronstein

 

_/s/ Brendan McAnich_____________________________

Brendan McAnich

 

_/s/ Raj Venkatesan_______________________________

Raj Venkatesan

 

_/s/ John Zeisler__________________________________

John Zeisler

 

_/s/ Fritz Beesemyer_______________________________

Fritz Beesemyer

 

_/s/ Bill Coleman_________________________________

Bill Coleman

 

_/s/ Kurt Shusterman______________________________

Kurt Shusterman

 

_/s/ Edmond Routhier______________________________

Edmond Routhier

CAYMUS INVESTMENT GROUP, LLC

By: _/s/ Edmond Routhier__________________________

Edmond Routhier, Managing Member

 

SIGNATURE PAGE TO TRANSFER RESTRICTION AGREEMENT

 

5

 


SCHEDULE A

Holders

 

Caymus Investment Group LLC

c/o Edmond Routhier and Hands On Video Relay Services, Inc.

595 Menlo Drive

Rocklin, CA 95765

 

Matt Ockner

c/o Columbus Capital Management

1 Market Street, Spear Tower, Suite 3790

San Francisco, CA 94105

 

John Clark

7548 Bennett Valley Road

Santa Rosa, CA 95404

 

Steve Eskenazi

50 Sheldon Way

Hillsborough, CA 94110

 

Bill McDonagh

c/o Walden VC

750 Battery Street, 7th Floor

San Francisco, CA 94111

 

Greg Bronstein

c/o Wells Fargo

999 3rd Ave., Suite 4000

Seattle, WA 98104

 

Brendan McAnich

Columbus Capital Management

101 California Street, Suite 4001

San Francisco, CA 94111

 

Raj Venkatesan

3414 Washington Street

San Francisco, CA 94118

 

John Zeisler

25975 Alicante Lane

Los Altos Hills, CA  94022

 

Fritz Beesemyer

5101 N. Casa Blanca Drive, Suite 31

Scottsdale, AZ 95253

 

Bill Coleman

1550 Indian Valley Rd

Novato, CA 94947

 

Kurt Schusterman

650 Lysander Court

Brentwood, TN 37027

 


Edmond Routhier

c/o Hands On Video Relay Services, Inc.

595 Menlo Drive

Rocklin, CA 95765

 

 

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