<PAGE>

                    As filed with the Securities and Exchange
                           Commission on June 7, 2002

                                                      Registration No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 GoAmerica, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>
                                               433 Hackensack Avenue
           Delaware                         Hackensack, New Jersey 07601                22-3693371
-------------------------------       ----------------------------------------      -------------------
<S>                                   <C>                                           <C>
(State or Other Jurisdiction of       (Address of Principal Executive Offices)       (I.R.S. Employer
 Incorporation or Organization)                       (Zip Code)                    Identification No.)
</TABLE>


                         GoAmerica, Inc. 1999 Stock Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Aaron Dobrinsky
                             Chief Executive Officer
                                 GoAmerica, Inc.
                              433 Hackensack Avenue
                          Hackensack, New Jersey 07601
--------------------------------------------------------------------------------
                              (Name and Address of
                               Agent for Service)

                                 (201) 996-1717
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy To:

                              Wayne D. Smith, Esq.
                         Vice President, General Counsel
                                 GoAmerica, Inc.
                              433 Hackensack Avenue
                              Hackensack, NJ 07601
                                 (201) 996-7408


<PAGE>


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                              Proposed            Proposed
                                            Amount             Maximum             Maximum              Amount of
         Title of Securities                 to be         Offering Price         Aggregate           Registration
          to be Registered               Registered(1)        Per Share         Offering Price             Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                  <C>                   <C>
Common Stock, $0.01 par value per
  share:
---------------------------------------------------------------------------------------------------------------------
Issuable pursuant to options
  previously granted under the             1,885,711          $1.85 (2)         $3,488,565.35 (2)        $320.80
  GoAmerica, Inc. 1999 Stock Plan
---------------------------------------------------------------------------------------------------------------------
Issuable pursuant to options to be
  granted under the GoAmerica,             3,939,032          $0.44 (3)         $1,733,174.08 (3)        $159.45
  Inc. 1999 Stock Plan
---------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------

(1)   Includes an indeterminate number of shares as may be issuable in the event
      of stock splits, stock dividends, pursuant to the anti-dilution provisions
      of the GoAmerica, Inc. 1999 Stock Plan or similar transactions in
      accordance with Rule 416 under the Securities Act of 1933, as amended.
      Does not include (i) 1,878,000 shares of Common Stock issuable under the
      GoAmerica Communications Corp. 1999 Stock Option Plan which were
      previously registered pursuant to the Registration Statement on Form S-8
      filed on October 11, 2000 (Registration Number 333-47736) (the "2000
      Registration Statement"), (ii) 4,800,000 shares of Common Stock issuable
      under the GoAmerica, Inc. 1999 Stock Plan which were previously registered
      pursuant to 2000 Registration Statement, and (iii) 4,000,000 shares
      issuable under the GoAmerica, Inc. Employee Stock Purchase Plan which were
      previously registered pursuant to the 2000 Registration Statement.

(2)   Pursuant to Rule 457(h), these prices are calculated based on the weighted
      average exercise price of $1.85 per share covering 1,885,711 shares
      subject to stock options granted under the GoAmerica, Inc. 1999 Stock
      Plan.

(3)   Pursuant to Rules 457(c) and 457(h), these prices are estimated solely for
      the purpose of calculating the registration fee and are based upon the
      average of the high and low sales prices of GoAmerica's Common Stock on
      the Nasdaq National Market on June 6, 2002.


                           ---------------------------


                                       ii

<PAGE>


                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 (the "Registration Statement"),
has been filed by GoAmerica, Inc., a Delaware corporation (the "Company"), in
order to register an additional 5,824,743 shares of Common Stock, $0.01 par
value per share, issuable upon the exercise of stock options or other awards
under the Company's 1999 Stock Plan (the "Plan"). Pursuant to the Securities Act
of 1933, as amended (the "Act"), we register these securities in addition to
securities of the same class previously registered on the Registration Statement
filed with the Securities and Exchange Commission on October 11, 2000
(Registration Statement No. 333-47736).

         The first part of this Registration Statement contains a Reoffer
Prospectus (the "Prospectus") which has been prepared in accordance with the
requirements of Part I of Form S-3 and may be used for reoffers or resales of
certain shares of our common stock defined as "Control Securities" under
Instruction C to Form S-8 acquired by "Affiliates" (as such term is defined in
Rule 405 of the General Rules and Regulations under the Act), pursuant to the
exercise of options under the Plan.

         The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8 with respect to option exercises and
share purchases by non-affiliates pursuant to the Plan subsequent to the date
hereof.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in the instructions
to Part I of Form S-8 will be sent or given to participants of the GoAmerica,
Inc. 1999 Stock Plan as required by Rule 428(b)(1) of the Act. As permitted by
the instructions to Part I of Form S-8, these documents are not filed with this
Registration Statement.





                                      iii

<PAGE>


                                   PROSPECTUS

                    S-3 Reoffer Prospectus dated June 7, 2002

                                 GOAMERICA, INC.

                        1,779,713 Shares of Common Stock
               Issuable under the GoAmerica, Inc. 1999 Stock Plan

         This Prospectus relates to the public resale, from time to time, of
1,779,713 shares of our Common Stock (the "Shares") by certain stockholders
identified below in the section entitled "The Selling Stockholders." These
Shares may be acquired upon the exercise of stock options granted or upon stock
purchases pursuant to our 1999 Stock Plan (the "Plan"). Options or shares of
Common Stock may be issued under the Plan 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 the 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 June 6, 2002, the closing sale price of our Common Stock on
the Nasdaq National Market was $0.41 per share.

                                 --------------

         Investing in our Common Stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.

                                 --------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of 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 June 7, 2002


                                 --------------




<PAGE>


                          PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                              <C>
Special Note Regarding Forwarding Looking Statements.........................................................       5

GoAmerica, Inc...............................................................................................       5

Risk Factors.................................................................................................       7

     Risks Particular to GoAmerica...........................................................................       7

       We have historically incurred losses and these losses will continue in the foreseeable future.........       7

       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.................................................................       8

       We have only a limited operating history, which makes it difficult to evaluate an investment in our
       common stock..........................................................................................       8

       To generate increased revenue we will have to increase substantially the number of our subscribers,
       which may be difficult to accomplish..................................................................       9

       The sales cycle for enterprise customers is typically longer than that for individual customers which
       may negatively impact our near term subscriber and revenue growth forecasts...........................       9

       We need to improve our systems to monitor our wireless airtime costs more effectively.................      10

       We have historically experienced and may again experience negative gross margins on our subscriber
       revenue...............................................................................................      10

       We subsidize the mobile devices that we resell which results in negative gross margins on our
       equipment revenue.....................................................................................      10

       We may acquire or make investments in companies or technologies that could cause loss of value to
       our stockholders and disruption of our business.......................................................      11

       We have limited resources and we may be unable to support effectively our anticipated growth in
       operations............................................................................................      11

       Our business prospects depend in part on our ability to maintain and improve our services as well as
       to develop new services...............................................................................      12
</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                              <C>
       If we do not respond effectively and on a timely basis to rapid technological change, our business
       could suffer..........................................................................................      12

       We depend upon wireless carriers' networks. If we do not have continued access to sufficient capacity
       on reliable networks, our business will suffer........................................................      13

       We depend on third parties for sales of our products and services which could result in variable and
       unpredictable revenues................................................................................      13

       We depend on our key management and on recruiting and retaining key personnel. The loss of our key
       employees could adversely affect our business.........................................................      13

       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..................................      14

       An  interruption in the supply of products and services that we obtain from third parties could cause
       a decline in sales of our services....................................................................      14

       We may face increased competition which may negatively impact our prices for our services or cause us
       to lose business opportunities........................................................................      14

       Our intellectual property rights may not be adequately protected under the current state of the law...      15

       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..      15

       We may be subject to liability for transmitting certain information, and our insurance coverage may be
       inadequate to protect us from this liability..........................................................      16

       We may expand our operations into international markets which will subject us to additional risks that
       may adversely affect our business and operations......................................................      16

       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........................      16

     Risks Particular to Our Industry........................................................................      17

       The market for our services is new and highly uncertain...............................................      17

       New laws and regulations that impact our industry could adversely affect our business.................      17
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                              <C>
     Risks Particular to Stock Price.........................................................................      17

       Our common stock may be delisted from The Nasdaq National Market because of the low bid price of our
       common stock. If such delisting occurs, the market price and market liquidity of our common stock may
       be adversely affected.................................................................................      17

       Our stock price, like that of many technology companies, has been and may
       continue to be volatile...............................................................................      18

       We have anti-takeover defenses that could delay or prevent an acquisition and could adversely affect
       the price of our common stock. Our failure to pay dividends, prevents our stockholders from receiving
       a return on their shares, if at all, unless they sell them............................................      18

Use of Proceeds..............................................................................................      20

The Selling Stockholders.....................................................................................      20

Plan of Distribution.........................................................................................      24

Legal Matters................................................................................................      25

Experts......................................................................................................      25

Information Incorporated by Reference........................................................................      25

Where You Can Find More Information..........................................................................      26

Indemnification of Directors and Officers....................................................................      27
</TABLE>




                                       4
<PAGE>


               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

         This Prospectus, any Prospectus Supplement and the documents we
incorporate by reference in this Prospectus contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. For this
purpose, any statements contained in this Prospectus or incorporated by
reference in this Prospectus that are not statements of historical fact may be
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which reflect our views only as the date of
this Prospectus. We may, in some cases, use words such as "project," "believe,"
"anticipate," "plan," "expect," "estimate," "intend," "should," "will," "could"
or "may" or other words that convey uncertainty of future events or outcomes to
identify forward-looking statements. There are a number of important factors
that could cause our results to differ materially from the results anticipated
by these forward-looking statements. Factors that could contribute to these
differences include those discussed under "Risk Factors" in this Prospectus, any
Prospectus Supplement as well as documents incorporated by reference in this
Prospectus, including our Annual Report on Form 10-K and our Quarterly Reports
on Form 10-Q. You should read these factors and the other cautionary statements
made in this Prospectus, any Prospectus Supplement and in the documents we
incorporate by reference as being applicable to all related forward-looking
statements wherever they appear in this Prospectus, any Prospectus Supplement
and in the documents incorporated by reference.

                                 GOAMERICA, INC.

         We are a wireless data and Internet solutions provider addressing the
productivity and communications needs of business customers. Utilizing our
proprietary Go.Web(TM) technology, our solutions enable corporations to improve
the productivity of their workers by enabling secure wireless access to
corporate data on many wireless computing devices and over many wireless data
networks. Our revenues are primarily derived from the sale of our basic and
value-added wireless services, which our customers typically pay for on a
monthly recurring basis. We derive additional revenue from the sales of wireless
communications devices. Additionally, we intend to generate licensing fees from
sales of a new software product that we launched in December 2001, which is
installed behind an enterprise's network security system, commonly know as the
firewall.

         Recognized for our acumen in developing productivity solutions, we
continue to expand our technology capabilities. Elements of our technology suite
include:

         Go.Web - Our proprietary Go.Web technology serves as the foundation of
our services offering. Hosted in our Wireless Internet Connectivity Center,
Go.Web is a wireless enabling technology that reformats, compresses, and
encrypts data automatically and on a near immediate basis for delivery over many
wireless data networks to many wireless data devices. Go.Web is also the brand
name for our basic wireless data service. Subscribers to our Go.Web service have
the ability to wirelessly access most Web-based or Internet content including
corporate intranets, business applications and corporate email.

         Wireless Internet Connectivity Center - This facility, which serves as
GoAmerica's network operations center, maintains connections into most major
wireless data networks in North America. Built using industry standard
technologies, and capable of scaling to support up


                                       5
<PAGE>

to one million subscribers, this facility was designed to meet the security and
flexibility needs of major corporate enterprises.

         Mobile Office(R) - Mobile Office is a suite of value-added wireless
products and services that are designed to replicate desktop functionality from
a mobile computing device. Mobile Office, which utilizes our Go.Web technology
enables our subscribers to not only wirelessly access critical information, but
to actually work with such data in a mobile environment. Value-added features of
Mobile Office include the ability to open and edit email attachments; remotely
access and manage documents; send instant messages or pages; centrally manage
email, voicemail and faxes; and queue requests to access or send information
when a device is outside of a wireless service area.

         Go.Web OnPrem(SM) - In addition to the hosted version of Go.Web,
enterprise customers can choose to have Go.Web installed in the form of an
OnPrem server that resides behind their corporate firewall. Go.Web OnPrem offers
our customers all the same capabilities as the hosted version of Go.Web, but
with the added security of a behind the firewall deployment.

         In order to provide our subscribers with extensive wireless access, we
have established strategic relationships with leading wireless network carriers,
such as AT&T Wireless, Cingular Interactive, Motient, Rogers AT&T Wireless in
Canada, Verizon Wireless and VoiceStream. Our subscribers are able to use our
wireless data and Internet services with their choice of a wide variety of
leading mobile devices, including Palm operating system-based computing devices;
Research In Motion's, or RIM's, BlackBerry and interactive devices; laptop
computers, Microsoft Windows CE-based computers; Pocket PC-based personal
digital assistants and wireless application protocol-enabled, or WAP-enabled,
smart phones. We also have engineered our wireless data and Internet services to
operate with new versions of many wireless devices.

         Our principal office is located at 433 Hackensack Avenue, Hackensack,
New Jersey 07601, and our telephone number is (201) 996-1717. Our web site is
located at www.goamerica.net. We have not incorporated by reference into this
Prospectus the information on our web site, and you should not consider it to be
a part of this document. Our web site address is included in this document as an
inactive textual reference only. In this Prospectus, the terms "GoAmerica,"
"we," "us," and "our" include GoAmerica, Inc. and its subsidiaries.




                                       6
<PAGE>


                                  RISK FACTORS

         In addition to the other information in this Prospectus, you should
carefully consider the following factors in evaluating whether to invest in the
Shares. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently know to us or that we
currently deem immaterial may also impair our business operations and financial
results.

         If any of the following risks or other uncertainties actually occur,
our business, financial condition or results of operations could be materially
adversely affected, and may affect our ability to continue as a going concern.
In such case, the trading price of our Common Stock could decline and you may
lose all or part of your investment.

         This Prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors,
including the risks described below and elsewhere in this Prospectus.

Risks Particular To GoAmerica

         We have historically incurred losses and these losses will continue in
the foreseeable future.

         We have never earned a profit. We had net losses of $120.3 million,
$64.8 million and $11.5 million for the years ended December 31, 2001, 2000 and
1999, respectively, and a net loss of $12.2 million for the three months ended
March 31, 2002. Since our inception, we have invested significant capital to
build our wireless network operations and e-commerce systems as well as our
billing system. During 2001, we have invested additional capital in the
development of our software application Go.Web as well as the development of
Mobile Office. We have acquired, and may continue to acquire and implement, new
operational and financial systems and continue to invest in our network
operations. 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 previously experienced
negative overall gross margins, which consist of margins on our subscriber
revenues, equipment sales and other revenue, and may experience negative overall
gross margins again in the future. We have incurred operating losses since our
inception and expect to continue to incur 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 and annual basis.

         We may not achieve or sustain our revenue or profit goals as a result
of a number of factors, 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 (i)


                                       7
<PAGE>

             dedicate resources to selling our services or (ii) increase the
             costs of, or limit the use of, services or devices that we purchase
             from them; 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 and annual basis.

         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 will be
sufficient to fund our operating needs for at least the next 10 months. As of
March 31, 2002 we had $24.3 million in cash and cash equivalents, exclusive of
$2.0 million in restricted cash supporting certain letters of credit. In order
to reduce operating expenses, during 2001, we reduced the number of our
employees by outsourcing certain operating functions, modified certain of our
pricing strategies to recover the costs incurred for roaming, and, in certain
instances, suspended service to a limited number of subscribers contributing to
excessive roaming costs. Our 2002 operating plan includes further reductions in
headcount as well as significant reductions in sales and marketing expenditures
and capital expenditures from the levels incurred during 2001. In execution of
our 2002 operating plan, during the first quarter and into the second quarter
2002, we took steps to reduce our annual payroll by more than 10% and took
further actions to reduce sales and marketing expenses. In the event we are
unable to achieve our plans, additional further reductions may be required. We
do, however, plan to raise additional capital either through public or private
equity or debt financing to primarily finance the execution of our anticipated
strategic initiatives. 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.

         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 the rights of common
stockholders 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 successfully execute our 2002
operating plan or raise adequate funds on acceptable terms, we may not be able
to continue to fund our operations.

         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:


                                       8
<PAGE>

         o   manage our dependence on wireless data services which have only
             limited market acceptance to date;

         o   maintain our 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 distribution channels and acquisition
strategy, 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 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.

         The sales cycle for enterprise customers is typically longer than that
for individual customers which may negatively impact our near term subscriber
and revenue growth forecasts.

         During the last fiscal year, our subscriber base has shifted from
primarily individual customers to primarily enterprise customers. We plan to
continue to focus on increasing the number of our enterprise customers.
Generally, the sales cycle for such enterprise customers is longer than that for
individual customers because the product and service deployments are on a larger
scale and are more complicated, requiring a longer decision-making period. Such
longer


                                       9
<PAGE>

sales cycle may negatively impact our near term subscriber and revenue growth
forecasts.

         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 acquired and
developed those automated control systems; however, those automated systems have
not been implemented. Therefore, we cannot assure you that we will be able to
successfully implement usage of such automated control systems or, if
implemented, that our automated control systems will be able to monitor all
subscriber usage or improve our gross margins.

         We have historically experienced and may again 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 CDPD subscribers
use our services outside of their pre-determined geographic area, which results
in roaming charges to us by the carriers that we historically did not pass on to
our subscribers. During 2001, we began charging our subscribers a per kilobyte
fee for usage while roaming. We cannot assure you that we will be able to
recover these charges or that the charging of such fees will not increase our
churn rate. 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 may be below our


                                       10
<PAGE>

costs for such devices. Additionally, we have also provided many of our
resellers and marketing alliance 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.

         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, technologies
or subscribers in the future. 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.

         We have limited resources and we may be unable to support effectively
our anticipated growth in operations.

         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;


                                       11
<PAGE>

         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.

         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. 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;

         o   advertise and market our services; and


                                       12
<PAGE>

         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
or offer our services over the networks of wireless carriers such as AT&T
Wireless, Cingular Interactive, Motient, Verizon Wireless and VoiceStream 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
they failed to provide the required capacity or needed level of service. During
2001, some wireless carriers experienced financial difficulties and sought
protection under the bankruptcy laws. We cannot assure you that these companies
will emerge from bankruptcy or that others will not seek similar protection.
Such bankruptcies may result in discontinued or interrupted service and fewer
network alternatives. 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 products and 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. We are increasingly dependent on our
indirect distribution alliance partners for implementation of our sales and
marketing initiatives. Should our relationship with any such distribution
alliance partners cease or be less successful than anticipated, the number of
subscribers we obtain, subscriber revenue and equipment revenue may decrease or
not meet current growth expectations. While we monitor the activities of our
distributors and resellers, we cannot control how those who sell and market our
products and services 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.

         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, our Chairman and
Chief Executive Officer, and Joseph Korb, our Executive Vice Chairman, Strategy
and Strategic Alliances, 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. 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 and are the beneficiary of key person
life insurance policies on the lives of Aaron Dobrinsky and Joseph


                                       13
<PAGE>

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
near immediate, continuous feeds from various sources. The ability of our
subscribers to quickly access data 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


                                       14
<PAGE>

the basis of the functionality, breadth, quality and price of our services. Our
current and potential competitors include:

         o   wireline Internet service providers and portals, such as America
             Online, Earthlink, MSN and Yahoo!;

         o   wireless device manufacturers, such as Palm, Handspring, Motorola
             and RIM;

         o   wireless network carriers, such as AT&T Wireless, Verizon Wireless,
             Cingular Interactive, Sprint PCS, VoiceStream and Nextel
             Communications, Inc.; and

         o   emerging wireless Internet services providers, including Neomar,
             AvantGo and those, such as Aether Systems, Inc., focusing on
             specific industries.

         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 and have also acquired two patent
applications from Hotpaper. 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", 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


                                       15
<PAGE>

to litigate or settle and could divert management attention from administering
our business. A 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 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.

         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.


                                       16
<PAGE>

         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.

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 Stock Price

         Our common stock may be delisted from the nasdaq national market
because of the low bid price of our common stock. If such delisting occurs, the
market price and market liquidity of our common stock may be adversely affected.

         Our common stock has failed to maintain a minimum bid price of $1.00
per share for the 30 consecutive trading days prior to May 31, 2002. The Nasdaq
National Market requires, under Marketplace Rule 4450(a)(5), a minimum bid price
of $1.00 per share. In accordance with Marketplace Rule 4450(e)(2), we have
until August 29, 2002 to regain compliance with Rule 4450(a)(5). If we are
unable to comply with the minimum bid price requirement on or before August 29,
2002, Nasdaq staff will provide us with written notification that our common
stock will be delisted from The Nasdaq National Market. At that time, we may
appeal Nasdaq's determination to a Listing Qualifications Panel.

We may submit an application to transfer the listing of our common stock to The
Nasdaq SmallCap Market. If such application is submitted and approved, we will
be afforded an additional 90-day grace period which will extend the delisting
determination until November 27, 2002. We may also be eligible for an additional
180-day grace period which will extend the delisting determination until May 27,
2002 provided that we meet the initial listing criteria for


                                       17
<PAGE>

the SmallCap Market under Marketplace Rule 4310(c)(2)(A). The SmallCap Market
also has a $1.00 minimum bid price requirement. We have not yet determined
whether to voluntarily transfer the listing of our common stock to the SmallCap
Market. If we so decide and submit the necessary transfer application, there can
be no assurance that Nasdaq will approve our application or that if approved we
will remain compliant with the applicable continued listing requirements.

         If our common stock is delisted by Nasdaq, our common stock would be
eligible to trade on the OTC Bulletin Board maintained by Nasdaq, another
over-the-counter quotation system, or on the pink sheets where an investor may
find it more difficult to dispose of or obtain accurate quotations as to the
market value of our common stock. In addition, we would be subject to a rule
promulgated by the Securities and Exchange Commission that, if we fail to meet
criteria set forth in such rule, imposes various practice requirements on
broker-dealers who sell securities governed by the rule to persons other than
established customers and accredited investors. Consequently, such rule may
deter broker-dealers from recommending or selling our common stock, which may
further affect the liquidity of our common stock.

         Delisting from Nasdaq will make trading our common stock more difficult
for investors, potentially leading to further declines in our share price. It
would also make it more difficult for us to raise additional capital. Further,
if we are delisted we would also incur additional costs under state blue sky
laws in connection with any sales of our securities.

         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 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


                                       18
<PAGE>

resources.

         We have anti-takeover defenses that could delay or prevent an
acquisition and could adversely affect the price of our common stock. Our
failure to pay dividends prevents our stockholders from receiving a return on
their shares, if at all, unless they sell them.

         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 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.

         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.




                                       19
<PAGE>


                                 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 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
will be exercised.

                            THE SELLING STOCKHOLDERS

         The individuals listed in the following table (the "Selling
Stockholders") 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/warrants) 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 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
Plan in amounts and to persons not presently known by us. Such information, when
known, may be included in an amendment to this Prospectus.

         GoAmerica cannot assure that any of the Seller Stockholders will offer
for sale or sell any or all of the shares offered by them pursuant to this
Prospectus.




                                       20
<PAGE>


<TABLE>
<CAPTION>
                                                                       NUMBER OF                                    NUMBER OF
                                                                        SHARES/                                      SHARES/
                                                                      PERCENTAGE                                  PERCENTAGE OF
                                                                      OF COMMON               NUMBER OF           COMMON STOCK
                                                                      STOCK PRIOR             SHARES OF            OWNED AFTER
                                                                      TO OFFERING               COMMON             THE OFFERING
                                                                      (BOTH HELD             STOCK TO BE           (BOTH HELD
                                                                      DIRECTLY OR              OFFERED             DIRECTLY OR
                                                                      SUBJECT TO               (OPTION             SUBJECT TO
                                         POSITION WITH                  OPTIONS              SHARES HELD+            OPTIONS
            NAME(1)                        GOAMERICA                 /WARRANTS)(2)           OPTIONS HELD)        /WARRANTS)(3)
------------------------------    -----------------------------   ------------------        --------------       ---------------
<S>                               <C>                             <C>                       <C>                  <C>
Aaron Dobrinsky...............    Chief Executive Officer and     8,054,685/14.9%(5)           241,037           7,813,648/14.5%
                                    Chairman of the Board of
                                    Directors(4)

Daniel Luis...................    President and Chief Operating      486,676/*(7)              486,676                --/--
                                    Officer(6)

Francis J. Elenio.............    Chief Financial Officer,           413,000/*(8)              120,000              293,000/*
                                    Treasurer and Secretary

Jesse Odom....................    Chief Technology Officer           310,000/*(9)              300,000               10,000/*

Adam Dell.....................    Director                         750,208/1.4%(10)            120,000             630,208/1.2%

Alan Docter...................    Director                        2,355,872/4.4%(11)           120,000            2,235,872/4.1%

Mark Kristoff.................    Director                          642,284/*(12)              120,000              522,284/*

Brian D. Bailey...............    Director                        1,448,112/2.7%(13)           120,000            1,328,112/2.5%

Robi Blumenstein..............    Director                          188,500/* (14)             152,000               36,500/*
</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 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 53,883,105 shares of Common
      Stock outstanding as of June 5, 2002, 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.

(4)   Mr. Dobrinsky also served as the Company's President for the period
      November 7, 2000 to May 7, 2002.



                                       21
<PAGE>

(5)   Includes 476,037 shares of Common Stock underlying directly held vested
      and unvested options granted prior to this offering. Also includes 400
      shares held for the benefit of Mr. Dobrinsky's minor children. Mr.
      Dobrinsky has voting and dispositive power with respect to such shares.
      Also includes 25,000 shares of Common Stock underlying vested and unvested
      options held by Cindy Dobrinsky, Mr. Dobrinsky's wife and an employee of
      GoAmerica. A portion of the shares underlying Cindy Dobrinsky's options
      were registered on the Company's Form S-8 Registration Statement filed
      with the Securities and Exchange Commission on October 11, 2000
      (Registration Statement No. 333-47736), prior to specific grant of the
      options to Ms. Dobrinsky. Accordingly, the Company has previously paid the
      filing fee with respect to those shares. Mr. Dobrinsky expressly disclaims
      beneficial ownership of all shares subject to options held by Cindy
      Dobrinsky.

(6)   Prior to his appointment as GoAmerica's President and Chief Operating
      Officer on May 7, 2002, Mr. Luis served as President of Wynd
      Communications Corporation, GoAmerica's wholly-owned subsidiary.

(7)   Includes 415,032 shares of Common Stock underlying directly held vested
      and unvested options granted prior to this offering. Also includes 16,644
      shares of Common Stock underlying vested and unvested options held by Dana
      Luis, Mr. Luis' wife and a former employee of GoAmerica. Mr. Luis
      expressly disclaims beneficial ownership of all shares subject to options
      held by Dana Luis. A portion of these shares were registered on the
      Company's Form S-8 Registration Statement filed with the Securities and
      Exchange Commission on October 11, 2000 (Registration Statement No.
      333-47736), prior to Mr. Luis becoming an executive officer of GoAmerica.
      Accordingly, the Company has previously paid the filing fee with respect
      to those shares.

(8)   Includes 412,500 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 500 shares of
      Common Stock held by Mr. Elenio's minor children. Mr. Elenio has voting
      and dispositive power over the shares held by his minor children.

(9)   Includes 300,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. A portion of these shares were
      registered on the Company's Form S-8 Registration Statement filed with the
      Securities and Exchange Commission on October 11, 2000 (Registration
      Statement No. 333-47736), prior to Mr. Odom becoming an executive officer
      of GoAmerica. Accordingly, the Company has previously paid the filing fee
      with respect to those shares.

(10)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 598,208 shares of
      Common 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 a managing partner. Mr. Dell expressly disclaims beneficial ownership
      of such shares except with respect to his proportionate interest in the
      limited partnerships.

(11)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 329,136 shares of
      Common Stock underlying warrants which are immediately exercisable.


                                       22
<PAGE>

(12)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 71,924 shares of
      Common Stock underlying warrants which are immediately exercisable.

(13)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Includes 1,296,112 shares of
      Common Stock owned by Carousel Capital Partners, L.P., of which Mr. Bailey
      serves as a managing partner. Mr. Bailey expressly disclaims beneficial
      ownership of such shares except as to his proportionate interest in the
      limited partnership, if any.

(14)  Includes 184,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. A portion of these shares were
      registered on the Company's Form S-8 Registration Statement filed with the
      Securities and Exchange Commission on October 11, 2000 (Registration
      Statement No. 333-47736), prior to specific grant of the options to Mr.
      Blumenstein. Accordingly, the Company has previously paid the filing fee
      with respect to those shares.




                                       23
<PAGE>


                              PLAN OF DISTRIBUTION

         The Selling Stockholders have not advised us 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 of
1933, as amended, (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 us in
making decisions with respect to the timing, manner and size of each sale of
Shares. We have 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.


                                       24
<PAGE>

         The expenses of preparing and filing this Prospectus and the related
Registration Statement with the Securities and Exchange Commission will be paid
entirely by us. 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 we 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 Hale and Dorr LLP, 650 College Road East,
Princeton, New Jersey 08540.

                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2001, as set forth in their report, which is
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement. Our consolidated financial statements and schedule 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 Securities and Exchange Commission), given on their authority as
experts in accounting and auditing.

                      INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to "incorporate by
reference" into this Prospectus information that we file with the Securities and
Exchange Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. Any information that we incorporate by reference is considered part
of this Prospectus. The documents and reports that we list below are
incorporated by reference into this Prospectus. In addition, all documents and
reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus are incorporated by reference in
this Prospectus as of the respective filing dates of these documents and
reports. Statements contained in documents that we file with the Securities and
Exchange Commission and that are incorporated by reference in this Prospectus
will automatically update and supersede information contained in this
Prospectus, including information in previously filed documents or reports that
have been incorporated by reference in this Prospectus, to the extent the new
information differs from or is inconsistent with the old information.

         The following documents previously filed by us with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (1)   Annual Report on Form 10-K for the fiscal year ended December 31,
               2001;


                                       25
<PAGE>

         (2)   Quarterly Report on Form 10-Q for the quarter ended March 31,
               2002;

         (3)   All our filings pursuant to Section 13(a), 13(c), 14 or 15(d) of
               the Exchange Act after the date of filing this initial
               Registration Statement and prior to the completion or termination
               of all offerings made pursuant to this Registration Statement;
               and

         (4)   The description of our common stock which is contained in our
               Registration Statement on Form 8-A in the form declared effective
               by the Securities and Exchange Commission on April 6, 2000, and
               by any subsequent amendments or reports filed for the purpose of
               updating such description.

         We will provide to any person, including any beneficial owner of our
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 request, orally or in writing, a copy of
such documents, which will be provided to you without charge, by contacting:

               GoAmerica, Inc.
               433 Hackensack Avenue
               Hackensack, New Jersey 07601
               Attention:  Investor Relations
               Telephone: (201) 996-1717

         You should rely only on the information contained in this Prospectus,
including information incorporated by reference as described above, or any
Prospectus supplement or that we have specifically referred you to. We have not
authorized anyone else to provide you with different information. 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 or
that any document incorporated by reference is accurate as of any date other
than its filing date. You should not consider this Prospectus to be an offer or
solicitation relating to the Shares in any jurisdiction in which such an offer
or solicitation relating to the securities is not authorized. Furthermore, you
should not consider this Prospectus to be an offer or solicitation relating to
the Shares if the person making the offer or solicitation is not qualified to do
so, or if it is unlawful for you to receive such an offer or solicitation.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission as required by the
Exchange Act. You can find, copy and inspect information filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
obtain copies of information filed by us with the Securities and Exchange
Commission at prescribed rates by writing to the Securities and Exchange
Commission's Public Reference Room at, 450 Fifth Street, N.W. Washington, D.C.
20549. You can call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the Public Reference Room. You can review our
electronically filed reports, proxy and information statements on the Securities
and Exchange Commission's web site at http://www.sec.gov. Our common stock
trades on the Nasdaq National Market under the symbol


                                       26
<PAGE>

"GOAM." Therefore, you can inspect reports, proxy statements and other
information concerning us at the offices of the National Association of
Securities Dealers, Inc., National Listing Section, 1735 K Street, N.W.,
Washington, D.C. 20006.

         This Prospectus is part of a Registration Statement that we filed with
the Securities and Exchange Commission. The Registration Statement contains more
information than this Prospectus regarding us and the Shares, including certain
exhibits and schedules. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission at any address listed above or from the
Securities and Exchange Commission's web site.

                    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


                                       27
<PAGE>

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 our Bylaws specifies that we shall indemnify our
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. Our
Certificate of Incorporation limits the liability of our directors as authorized
by Section 102(b)(7).

         We have obtained liability insurance for the benefit of our 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 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
are we aware of any threatened litigation that may result in claims for
indemnification by any director or officer.


                                       28
<PAGE>

                 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, we have been advised that in
the opinion of the Securities and Exchange Commission 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 us of expenses incurred or paid by a
director, officer or controlling person of GoAmerica 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, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.






                                       29
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with the Securities and Exchange Commission,
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 Securities
and Exchange Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Securities and Exchange Commission 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     Annual report on Form 10-K for the fiscal year ended December 31,
               2001;

         o     Quarterly report on Form 10-Q for the quarter ended March 31,
               2002; 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 Securities and Exchange Commission
               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.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this Registration Statement.

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



                                      II-1
<PAGE>

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 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 our Bylaws specifies that we shall indemnify our
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


                                      II-2
<PAGE>

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 our directors
as authorized by Section 102(b)(7).

         We have obtained liability insurance for the benefit of our 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 or will be 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.




                                      II-3
<PAGE>


Item 8. Exhibits.

Exhibit Number                               Description
--------------       -----------------------------------------------------------
    4.1              GoAmerica, Inc. 1999 Stock Plan(1)
    5.1              Opinion of Hale and Dorr LLP
    23.1             Consent of Independent Auditors
    23.2             Consent of Hale and Dorr LLP (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 10.12 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:

                         (i)      To include any Prospectus required by Section
                                  10(a)(3) of the Securities Act;

                         (ii)     To reflect in the Prospectus any facts or
                                  events arising after the effective date of
                                  this Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement; and

                         (iii)    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;
                                  provided, however, that paragraphs (a)(1)(i)
                                  and (a)(1)(ii) do not apply if the information
                                  required to be included in a post-effective
                                  amendment by those paragraphs is contained in
                                  periodic reports filed with or furnished to
                                  the Securities and Exchange Commission by
                                  GoAmerica pursuant to Section 13 or Section
                                  15(d) of the Exchange Act that are
                                  incorporated by reference 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


                                      II-4
<PAGE>

         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.

         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 Securities and Exchange
Commission 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.







                                      II-5
<PAGE>


                                   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 7th day of
June, 2002.

                                                 GoAmerica, Inc.



                                                 By: /s/ Aaron Dobrinsky
                                                     ---------------------------
                                                     Aaron Dobrinsky
                                                     Chief Executive Officer




<PAGE>


                                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 Securities and Exchange Commission, 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.

<TABLE>
<CAPTION>
             Signature                           Title                               Date
------------------------------------  ---------------------------------------   ------------
<S>                                   <C>                                       <C>

/s/ Aaron Dobrinsky                   Chief Executive Officer and               May 31, 2002
------------------------------------  Chairman of the Board (Principal
Aaron Dobrinsky                       Executive Officer)


/s/ Joseph Korb                       Executive Vice Chairman - Strategy and    May 31, 2002
------------------------------------  Strategy and Strategic Alliances, and
Joseph Korb                           Director


/s/ Francis J. Elenio                 Chief Financial Officer, Secretary        May 31, 2002
------------------------------------  and Treasurer (Principal Financial and
Francis J. Elenio                     Accounting Officer)


/s/ Robi Blumenstein                  Director                                  May 31, 2002
------------------------------------
Robi Blumenstein


/s/ Adam Dell                         Director                                  May 31, 2002
------------------------------------
Adam Dell
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>                                       <C>

/s/ Alan Docter                       Director                                  May 31, 2002
------------------------------------
Alan Docter


/s/ Mark Kristoff                     Director                                  May 31, 2002
------------------------------------
Mark Kristoff


/s/ Brian D. Bailey                   Director                                  May 31, 2002
------------------------------------
Brian D. Bailey
</TABLE>



<PAGE>




                                  EXHIBIT INDEX


Exhibit Number                               Description
--------------         -------------------------------------------------------
    4.1                GoAmerica, Inc. 1999 Stock Plan(1)
    5.1                Opinion of Hale and Dorr LLP Professional Corporation
    23.1               Consent of Independent Auditors
    23.2               Consent of Hale and Dorr LLP (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 10.12 filed as part of the
      Registration Statement on Form S-1 (File No. 333-94801).
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "FORM S-8", "secsgml_size_bytes": 116266}]
{"company-data": {"conformed-name": "GOAMERICA INC", "cik": "0001101268", "assigned-sic": "4812", "irs-number": "223693371", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90088", "film-number": "02674100"}, "business-address": {"street1": "C/O GOAMERICA, INC.", "street2": "433 HACKENSACK AVENUE", "city": "HACKENSACK", "state": "NJ", "zip": "07601", "phone": "2019961717"}, "mail-address": {"street1": "C/O GOAMERICA", "street2": "401 HACKENSACK AVENUE", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}}
As filed with the Securities and Exchange
                           Commission on June 7, 2002

                                                      Registration No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 GoAmerica, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)
433 Hackensack Avenue
           Delaware                         Hackensack, New Jersey 07601                22-3693371
-------------------------------       ----------------------------------------      -------------------
(State or Other Jurisdiction of       (Address of Principal Executive Offices)       (I.R.S. Employer
 Incorporation or Organization)                       (Zip Code)                    Identification No.)
GoAmerica, Inc. 1999 Stock Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Aaron Dobrinsky
                             Chief Executive Officer
                                 GoAmerica, Inc.
                              433 Hackensack Avenue
                          Hackensack, New Jersey 07601
--------------------------------------------------------------------------------
                              (Name and Address of
                               Agent for Service)

                                 (201) 996-1717
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy To:

                              Wayne D. Smith, Esq.
                         Vice President, General Counsel
                                 GoAmerica, Inc.
                              433 Hackensack Avenue
                              Hackensack, NJ 07601
                                 (201) 996-7408
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                              Proposed            Proposed
                                            Amount             Maximum             Maximum              Amount of
         Title of Securities                 to be         Offering Price         Aggregate           Registration
          to be Registered               Registered(1)        Per Share         Offering Price             Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
  share:
---------------------------------------------------------------------------------------------------------------------
Issuable pursuant to options
  previously granted under the             1,885,711          $1.85 (2)         $3,488,565.35 (2)        $320.80
  GoAmerica, Inc. 1999 Stock Plan
---------------------------------------------------------------------------------------------------------------------
Issuable pursuant to options to be
  granted under the GoAmerica,             3,939,032          $0.44 (3)         $1,733,174.08 (3)        $159.45
  Inc. 1999 Stock Plan
---------------------------------------------------------------------------------------------------------------------
----------------

(1)   Includes an indeterminate number of shares as may be issuable in the event
      of stock splits, stock dividends, pursuant to the anti-dilution provisions
      of the GoAmerica, Inc. 1999 Stock Plan or similar transactions in
      accordance with Rule 416 under the Securities Act of 1933, as amended.
      Does not include (i) 1,878,000 shares of Common Stock issuable under the
      GoAmerica Communications Corp. 1999 Stock Option Plan which were
      previously registered pursuant to the Registration Statement on Form S-8
      filed on October 11, 2000 (Registration Number 333-47736) (the "2000
      Registration Statement"), (ii) 4,800,000 shares of Common Stock issuable
      under the GoAmerica, Inc. 1999 Stock Plan which were previously registered
      pursuant to 2000 Registration Statement, and (iii) 4,000,000 shares
      issuable under the GoAmerica, Inc. Employee Stock Purchase Plan which were
      previously registered pursuant to the 2000 Registration Statement.

(2)   Pursuant to Rule 457(h), these prices are calculated based on the weighted
      average exercise price of $1.85 per share covering 1,885,711 shares
      subject to stock options granted under the GoAmerica, Inc. 1999 Stock
      Plan.

(3)   Pursuant to Rules 457(c) and 457(h), these prices are estimated solely for
      the purpose of calculating the registration fee and are based upon the
      average of the high and low sales prices of GoAmerica's Common Stock on
      the Nasdaq National Market on June 6, 2002.

                           ---------------------------

                                       ii
EXPLANATORY NOTE

         This Registration Statement on Form S-8 (the "Registration Statement"),
has been filed by GoAmerica, Inc., a Delaware corporation (the "Company"), in
order to register an additional 5,824,743 shares of Common Stock, $0.01 par
value per share, issuable upon the exercise of stock options or other awards
under the Company's 1999 Stock Plan (the "Plan"). Pursuant to the Securities Act
of 1933, as amended (the "Act"), we register these securities in addition to
securities of the same class previously registered on the Registration Statement
filed with the Securities and Exchange Commission on October 11, 2000
(Registration Statement No. 333-47736).

         The first part of this Registration Statement contains a Reoffer
Prospectus (the "Prospectus") which has been prepared in accordance with the
requirements of Part I of Form S-3 and may be used for reoffers or resales of
certain shares of our common stock defined as "Control Securities" under
Instruction C to Form S-8 acquired by "Affiliates" (as such term is defined in
Rule 405 of the General Rules and Regulations under the Act), pursuant to the
exercise of options under the Plan.

         The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8 with respect to option exercises and
share purchases by non-affiliates pursuant to the Plan subsequent to the date
hereof.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in the instructions
to Part I of Form S-8 will be sent or given to participants of the GoAmerica,
Inc. 1999 Stock Plan as required by Rule 428(b)(1) of the Act. As permitted by
the instructions to Part I of Form S-8, these documents are not filed with this
Registration Statement.

                                      iii
PROSPECTUS

                    S-3 Reoffer Prospectus dated June 7, 2002

                                 GOAMERICA, INC.

                        1,779,713 Shares of Common Stock
               Issuable under the GoAmerica, Inc. 1999 Stock Plan

         This Prospectus relates to the public resale, from time to time, of
1,779,713 shares of our Common Stock (the "Shares") by certain stockholders
identified below in the section entitled "The Selling Stockholders." These
Shares may be acquired upon the exercise of stock options granted or upon stock
purchases pursuant to our 1999 Stock Plan (the "Plan"). Options or shares of
Common Stock may be issued under the Plan 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 the 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 June 6, 2002, the closing sale price of our Common Stock on
the Nasdaq National Market was $0.41 per share.

                                 --------------

         Investing in our Common Stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.

                                 --------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of 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 June 7, 2002

                                 --------------
PROSPECTUS TABLE OF CONTENTS
Page
                                                                                                                  ----
Special Note Regarding Forwarding Looking Statements.........................................................       5

GoAmerica, Inc...............................................................................................       5

Risk Factors.................................................................................................       7

     Risks Particular to GoAmerica...........................................................................       7

       We have historically incurred losses and these losses will continue in the foreseeable future.........       7

       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.................................................................       8

       We have only a limited operating history, which makes it difficult to evaluate an investment in our
       common stock..........................................................................................       8

       To generate increased revenue we will have to increase substantially the number of our subscribers,
       which may be difficult to accomplish..................................................................       9

       The sales cycle for enterprise customers is typically longer than that for individual customers which
       may negatively impact our near term subscriber and revenue growth forecasts...........................       9

       We need to improve our systems to monitor our wireless airtime costs more effectively.................      10

       We have historically experienced and may again experience negative gross margins on our subscriber
       revenue...............................................................................................      10

       We subsidize the mobile devices that we resell which results in negative gross margins on our
       equipment revenue.....................................................................................      10

       We may acquire or make investments in companies or technologies that could cause loss of value to
       our stockholders and disruption of our business.......................................................      11

       We have limited resources and we may be unable to support effectively our anticipated growth in
       operations............................................................................................      11

       Our business prospects depend in part on our ability to maintain and improve our services as well as
       to develop new services...............................................................................      12
2
Page
                                                                                                                  ----
If we do not respond effectively and on a timely basis to rapid technological change, our business
       could suffer..........................................................................................      12

       We depend upon wireless carriers' networks. If we do not have continued access to sufficient capacity
       on reliable networks, our business will suffer........................................................      13

       We depend on third parties for sales of our products and services which could result in variable and
       unpredictable revenues................................................................................      13

       We depend on our key management and on recruiting and retaining key personnel. The loss of our key
       employees could adversely affect our business.........................................................      13

       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..................................      14

       An  interruption in the supply of products and services that we obtain from third parties could cause
       a decline in sales of our services....................................................................      14

       We may face increased competition which may negatively impact our prices for our services or cause us
       to lose business opportunities........................................................................      14

       Our intellectual property rights may not be adequately protected under the current state of the law...      15

       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..      15

       We may be subject to liability for transmitting certain information, and our insurance coverage may be
       inadequate to protect us from this liability..........................................................      16

       We may expand our operations into international markets which will subject us to additional risks that
       may adversely affect our business and operations......................................................      16

       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........................      16

     Risks Particular to Our Industry........................................................................      17

       The market for our services is new and highly uncertain...............................................      17

       New laws and regulations that impact our industry could adversely affect our business.................      17
3
Page
                                                                                                                  ----
Risks Particular to Stock Price.........................................................................      17

       Our common stock may be delisted from The Nasdaq National Market because of the low bid price of our
       common stock. If such delisting occurs, the market price and market liquidity of our common stock may
       be adversely affected.................................................................................      17

       Our stock price, like that of many technology companies, has been and may
       continue to be volatile...............................................................................      18

       We have anti-takeover defenses that could delay or prevent an acquisition and could adversely affect
       the price of our common stock. Our failure to pay dividends, prevents our stockholders from receiving
       a return on their shares, if at all, unless they sell them............................................      18

Use of Proceeds..............................................................................................      20

The Selling Stockholders.....................................................................................      20

Plan of Distribution.........................................................................................      24

Legal Matters................................................................................................      25

Experts......................................................................................................      25

Information Incorporated by Reference........................................................................      25

Where You Can Find More Information..........................................................................      26

Indemnification of Directors and Officers....................................................................      27
4
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

         This Prospectus, any Prospectus Supplement and the documents we
incorporate by reference in this Prospectus contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. For this
purpose, any statements contained in this Prospectus or incorporated by
reference in this Prospectus that are not statements of historical fact may be
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which reflect our views only as the date of
this Prospectus. We may, in some cases, use words such as "project," "believe,"
"anticipate," "plan," "expect," "estimate," "intend," "should," "will," "could"
or "may" or other words that convey uncertainty of future events or outcomes to
identify forward-looking statements. There are a number of important factors
that could cause our results to differ materially from the results anticipated
by these forward-looking statements. Factors that could contribute to these
differences include those discussed under "Risk Factors" in this Prospectus, any
Prospectus Supplement as well as documents incorporated by reference in this
Prospectus, including our Annual Report on Form 10-K and our Quarterly Reports
on Form 10-Q. You should read these factors and the other cautionary statements
made in this Prospectus, any Prospectus Supplement and in the documents we
incorporate by reference as being applicable to all related forward-looking
statements wherever they appear in this Prospectus, any Prospectus Supplement
and in the documents incorporated by reference.

                                 GOAMERICA, INC.

         We are a wireless data and Internet solutions provider addressing the
productivity and communications needs of business customers. Utilizing our
proprietary Go.Web(TM) technology, our solutions enable corporations to improve
the productivity of their workers by enabling secure wireless access to
corporate data on many wireless computing devices and over many wireless data
networks. Our revenues are primarily derived from the sale of our basic and
value-added wireless services, which our customers typically pay for on a
monthly recurring basis. We derive additional revenue from the sales of wireless
communications devices. Additionally, we intend to generate licensing fees from
sales of a new software product that we launched in December 2001, which is
installed behind an enterprise's network security system, commonly know as the
firewall.

         Recognized for our acumen in developing productivity solutions, we
continue to expand our technology capabilities. Elements of our technology suite
include:

         Go.Web - Our proprietary Go.Web technology serves as the foundation of
our services offering. Hosted in our Wireless Internet Connectivity Center,
Go.Web is a wireless enabling technology that reformats, compresses, and
encrypts data automatically and on a near immediate basis for delivery over many
wireless data networks to many wireless data devices. Go.Web is also the brand
name for our basic wireless data service. Subscribers to our Go.Web service have
the ability to wirelessly access most Web-based or Internet content including
corporate intranets, business applications and corporate email.

         Wireless Internet Connectivity Center - This facility, which serves as
GoAmerica's network operations center, maintains connections into most major
wireless data networks in North America. Built using industry standard
technologies, and capable of scaling to support up

                                       5
to one million subscribers, this facility was designed to meet the security and
flexibility needs of major corporate enterprises.

         Mobile Office(R) - Mobile Office is a suite of value-added wireless
products and services that are designed to replicate desktop functionality from
a mobile computing device. Mobile Office, which utilizes our Go.Web technology
enables our subscribers to not only wirelessly access critical information, but
to actually work with such data in a mobile environment. Value-added features of
Mobile Office include the ability to open and edit email attachments; remotely
access and manage documents; send instant messages or pages; centrally manage
email, voicemail and faxes; and queue requests to access or send information
when a device is outside of a wireless service area.

         Go.Web OnPrem(SM) - In addition to the hosted version of Go.Web,
enterprise customers can choose to have Go.Web installed in the form of an
OnPrem server that resides behind their corporate firewall. Go.Web OnPrem offers
our customers all the same capabilities as the hosted version of Go.Web, but
with the added security of a behind the firewall deployment.

         In order to provide our subscribers with extensive wireless access, we
have established strategic relationships with leading wireless network carriers,
such as AT&T Wireless, Cingular Interactive, Motient, Rogers AT&T Wireless in
Canada, Verizon Wireless and VoiceStream. Our subscribers are able to use our
wireless data and Internet services with their choice of a wide variety of
leading mobile devices, including Palm operating system-based computing devices;
Research In Motion's, or RIM's, BlackBerry and interactive devices; laptop
computers, Microsoft Windows CE-based computers; Pocket PC-based personal
digital assistants and wireless application protocol-enabled, or WAP-enabled,
smart phones. We also have engineered our wireless data and Internet services to
operate with new versions of many wireless devices.

         Our principal office is located at 433 Hackensack Avenue, Hackensack,
New Jersey 07601, and our telephone number is (201) 996-1717. Our web site is
located at www.goamerica.net. We have not incorporated by reference into this
Prospectus the information on our web site, and you should not consider it to be
a part of this document. Our web site address is included in this document as an
inactive textual reference only. In this Prospectus, the terms "GoAmerica,"
"we," "us," and "our" include GoAmerica, Inc. and its subsidiaries.

                                       6
RISK FACTORS

         In addition to the other information in this Prospectus, you should
carefully consider the following factors in evaluating whether to invest in the
Shares. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently know to us or that we
currently deem immaterial may also impair our business operations and financial
results.

         If any of the following risks or other uncertainties actually occur,
our business, financial condition or results of operations could be materially
adversely affected, and may affect our ability to continue as a going concern.
In such case, the trading price of our Common Stock could decline and you may
lose all or part of your investment.

         This Prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors,
including the risks described below and elsewhere in this Prospectus.

Risks Particular To GoAmerica

         We have historically incurred losses and these losses will continue in
the foreseeable future.

         We have never earned a profit. We had net losses of $120.3 million,
$64.8 million and $11.5 million for the years ended December 31, 2001, 2000 and
1999, respectively, and a net loss of $12.2 million for the three months ended
March 31, 2002. Since our inception, we have invested significant capital to
build our wireless network operations and e-commerce systems as well as our
billing system. During 2001, we have invested additional capital in the
development of our software application Go.Web as well as the development of
Mobile Office. We have acquired, and may continue to acquire and implement, new
operational and financial systems and continue to invest in our network
operations. 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 previously experienced
negative overall gross margins, which consist of margins on our subscriber
revenues, equipment sales and other revenue, and may experience negative overall
gross margins again in the future. We have incurred operating losses since our
inception and expect to continue to incur 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 and annual basis.

         We may not achieve or sustain our revenue or profit goals as a result
of a number of factors, 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 (i)

                                       7
dedicate resources to selling our services or (ii) increase the
             costs of, or limit the use of, services or devices that we purchase
             from them; 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 and annual basis.

         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 will be
sufficient to fund our operating needs for at least the next 10 months. As of
March 31, 2002 we had $24.3 million in cash and cash equivalents, exclusive of
$2.0 million in restricted cash supporting certain letters of credit. In order
to reduce operating expenses, during 2001, we reduced the number of our
employees by outsourcing certain operating functions, modified certain of our
pricing strategies to recover the costs incurred for roaming, and, in certain
instances, suspended service to a limited number of subscribers contributing to
excessive roaming costs. Our 2002 operating plan includes further reductions in
headcount as well as significant reductions in sales and marketing expenditures
and capital expenditures from the levels incurred during 2001. In execution of
our 2002 operating plan, during the first quarter and into the second quarter
2002, we took steps to reduce our annual payroll by more than 10% and took
further actions to reduce sales and marketing expenses. In the event we are
unable to achieve our plans, additional further reductions may be required. We
do, however, plan to raise additional capital either through public or private
equity or debt financing to primarily finance the execution of our anticipated
strategic initiatives. 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.

         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 the rights of common
stockholders 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 successfully execute our 2002
operating plan or raise adequate funds on acceptable terms, we may not be able
to continue to fund our operations.

         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:

                                       8
o   manage our dependence on wireless data services which have only
             limited market acceptance to date;

         o   maintain our 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 distribution channels and acquisition
strategy, 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 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.

         The sales cycle for enterprise customers is typically longer than that
for individual customers which may negatively impact our near term subscriber
and revenue growth forecasts.

         During the last fiscal year, our subscriber base has shifted from
primarily individual customers to primarily enterprise customers. We plan to
continue to focus on increasing the number of our enterprise customers.
Generally, the sales cycle for such enterprise customers is longer than that for
individual customers because the product and service deployments are on a larger
scale and are more complicated, requiring a longer decision-making period. Such
longer

                                       9
sales cycle may negatively impact our near term subscriber and revenue growth
forecasts.

         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 acquired and
developed those automated control systems; however, those automated systems have
not been implemented. Therefore, we cannot assure you that we will be able to
successfully implement usage of such automated control systems or, if
implemented, that our automated control systems will be able to monitor all
subscriber usage or improve our gross margins.

         We have historically experienced and may again 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 CDPD subscribers
use our services outside of their pre-determined geographic area, which results
in roaming charges to us by the carriers that we historically did not pass on to
our subscribers. During 2001, we began charging our subscribers a per kilobyte
fee for usage while roaming. We cannot assure you that we will be able to
recover these charges or that the charging of such fees will not increase our
churn rate. 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 may be below our

                                       10
costs for such devices. Additionally, we have also provided many of our
resellers and marketing alliance 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.

         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, technologies
or subscribers in the future. 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.

         We have limited resources and we may be unable to support effectively
our anticipated growth in operations.

         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;

                                       11
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.

         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. 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;

         o   advertise and market our services; and

                                       12
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
or offer our services over the networks of wireless carriers such as AT&T
Wireless, Cingular Interactive, Motient, Verizon Wireless and VoiceStream 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
they failed to provide the required capacity or needed level of service. During
2001, some wireless carriers experienced financial difficulties and sought
protection under the bankruptcy laws. We cannot assure you that these companies
will emerge from bankruptcy or that others will not seek similar protection.
Such bankruptcies may result in discontinued or interrupted service and fewer
network alternatives. 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 products and 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. We are increasingly dependent on our
indirect distribution alliance partners for implementation of our sales and
marketing initiatives. Should our relationship with any such distribution
alliance partners cease or be less successful than anticipated, the number of
subscribers we obtain, subscriber revenue and equipment revenue may decrease or
not meet current growth expectations. While we monitor the activities of our
distributors and resellers, we cannot control how those who sell and market our
products and services 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.

         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, our Chairman and
Chief Executive Officer, and Joseph Korb, our Executive Vice Chairman, Strategy
and Strategic Alliances, 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. 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 and are the beneficiary of key person
life insurance policies on the lives of Aaron Dobrinsky and Joseph

                                       13
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
near immediate, continuous feeds from various sources. The ability of our
subscribers to quickly access data 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

                                       14
the basis of the functionality, breadth, quality and price of our services. Our
current and potential competitors include:

         o   wireline Internet service providers and portals, such as America
             Online, Earthlink, MSN and Yahoo!;

         o   wireless device manufacturers, such as Palm, Handspring, Motorola
             and RIM;

         o   wireless network carriers, such as AT&T Wireless, Verizon Wireless,
             Cingular Interactive, Sprint PCS, VoiceStream and Nextel
             Communications, Inc.; and

         o   emerging wireless Internet services providers, including Neomar,
             AvantGo and those, such as Aether Systems, Inc., focusing on
             specific industries.

         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 and have also acquired two patent
applications from Hotpaper. 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", 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

                                       15
to litigate or settle and could divert management attention from administering
our business. A 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 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.

         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.

                                       16
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.

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 Stock Price

         Our common stock may be delisted from the nasdaq national market
because of the low bid price of our common stock. If such delisting occurs, the
market price and market liquidity of our common stock may be adversely affected.

         Our common stock has failed to maintain a minimum bid price of $1.00
per share for the 30 consecutive trading days prior to May 31, 2002. The Nasdaq
National Market requires, under Marketplace Rule 4450(a)(5), a minimum bid price
of $1.00 per share. In accordance with Marketplace Rule 4450(e)(2), we have
until August 29, 2002 to regain compliance with Rule 4450(a)(5). If we are
unable to comply with the minimum bid price requirement on or before August 29,
2002, Nasdaq staff will provide us with written notification that our common
stock will be delisted from The Nasdaq National Market. At that time, we may
appeal Nasdaq's determination to a Listing Qualifications Panel.

We may submit an application to transfer the listing of our common stock to The
Nasdaq SmallCap Market. If such application is submitted and approved, we will
be afforded an additional 90-day grace period which will extend the delisting
determination until November 27, 2002. We may also be eligible for an additional
180-day grace period which will extend the delisting determination until May 27,
2002 provided that we meet the initial listing criteria for

                                       17
the SmallCap Market under Marketplace Rule 4310(c)(2)(A). The SmallCap Market
also has a $1.00 minimum bid price requirement. We have not yet determined
whether to voluntarily transfer the listing of our common stock to the SmallCap
Market. If we so decide and submit the necessary transfer application, there can
be no assurance that Nasdaq will approve our application or that if approved we
will remain compliant with the applicable continued listing requirements.

         If our common stock is delisted by Nasdaq, our common stock would be
eligible to trade on the OTC Bulletin Board maintained by Nasdaq, another
over-the-counter quotation system, or on the pink sheets where an investor may
find it more difficult to dispose of or obtain accurate quotations as to the
market value of our common stock. In addition, we would be subject to a rule
promulgated by the Securities and Exchange Commission that, if we fail to meet
criteria set forth in such rule, imposes various practice requirements on
broker-dealers who sell securities governed by the rule to persons other than
established customers and accredited investors. Consequently, such rule may
deter broker-dealers from recommending or selling our common stock, which may
further affect the liquidity of our common stock.

         Delisting from Nasdaq will make trading our common stock more difficult
for investors, potentially leading to further declines in our share price. It
would also make it more difficult for us to raise additional capital. Further,
if we are delisted we would also incur additional costs under state blue sky
laws in connection with any sales of our securities.

         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 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

                                       18
resources.

         We have anti-takeover defenses that could delay or prevent an
acquisition and could adversely affect the price of our common stock. Our
failure to pay dividends prevents our stockholders from receiving a return on
their shares, if at all, unless they sell them.

         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 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.

         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.

                                       19
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 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
will be exercised.

                            THE SELLING STOCKHOLDERS

         The individuals listed in the following table (the "Selling
Stockholders") 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/warrants) 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 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
Plan in amounts and to persons not presently known by us. Such information, when
known, may be included in an amendment to this Prospectus.

         GoAmerica cannot assure that any of the Seller Stockholders will offer
for sale or sell any or all of the shares offered by them pursuant to this
Prospectus.

                                       20
NUMBER OF                                    NUMBER OF
                                                                        SHARES/                                      SHARES/
                                                                      PERCENTAGE                                  PERCENTAGE OF
                                                                      OF COMMON               NUMBER OF           COMMON STOCK
                                                                      STOCK PRIOR             SHARES OF            OWNED AFTER
                                                                      TO OFFERING               COMMON             THE OFFERING
                                                                      (BOTH HELD             STOCK TO BE           (BOTH HELD
                                                                      DIRECTLY OR              OFFERED             DIRECTLY OR
                                                                      SUBJECT TO               (OPTION             SUBJECT TO
                                         POSITION WITH                  OPTIONS              SHARES HELD+            OPTIONS
            NAME(1)                        GOAMERICA                 /WARRANTS)(2)           OPTIONS HELD)        /WARRANTS)(3)
------------------------------    -----------------------------   ------------------        --------------       ---------------
Aaron Dobrinsky...............    Chief Executive Officer and     8,054,685/14.9%(5)           241,037           7,813,648/14.5%
                                    Chairman of the Board of
                                    Directors(4)

Daniel Luis...................    President and Chief Operating      486,676/*(7)              486,676                --/--
                                    Officer(6)

Francis J. Elenio.............    Chief Financial Officer,           413,000/*(8)              120,000              293,000/*
                                    Treasurer and Secretary

Jesse Odom....................    Chief Technology Officer           310,000/*(9)              300,000               10,000/*

Adam Dell.....................    Director                         750,208/1.4%(10)            120,000             630,208/1.2%

Alan Docter...................    Director                        2,355,872/4.4%(11)           120,000            2,235,872/4.1%

Mark Kristoff.................    Director                          642,284/*(12)              120,000              522,284/*

Brian D. Bailey...............    Director                        1,448,112/2.7%(13)           120,000            1,328,112/2.5%

Robi Blumenstein..............    Director                          188,500/* (14)             152,000               36,500/*
*     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 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 53,883,105 shares of Common
      Stock outstanding as of June 5, 2002, 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.

(4)   Mr. Dobrinsky also served as the Company's President for the period
      November 7, 2000 to May 7, 2002.

                                       21
(5)   Includes 476,037 shares of Common Stock underlying directly held vested
      and unvested options granted prior to this offering. Also includes 400
      shares held for the benefit of Mr. Dobrinsky's minor children. Mr.
      Dobrinsky has voting and dispositive power with respect to such shares.
      Also includes 25,000 shares of Common Stock underlying vested and unvested
      options held by Cindy Dobrinsky, Mr. Dobrinsky's wife and an employee of
      GoAmerica. A portion of the shares underlying Cindy Dobrinsky's options
      were registered on the Company's Form S-8 Registration Statement filed
      with the Securities and Exchange Commission on October 11, 2000
      (Registration Statement No. 333-47736), prior to specific grant of the
      options to Ms. Dobrinsky. Accordingly, the Company has previously paid the
      filing fee with respect to those shares. Mr. Dobrinsky expressly disclaims
      beneficial ownership of all shares subject to options held by Cindy
      Dobrinsky.

(6)   Prior to his appointment as GoAmerica's President and Chief Operating
      Officer on May 7, 2002, Mr. Luis served as President of Wynd
      Communications Corporation, GoAmerica's wholly-owned subsidiary.

(7)   Includes 415,032 shares of Common Stock underlying directly held vested
      and unvested options granted prior to this offering. Also includes 16,644
      shares of Common Stock underlying vested and unvested options held by Dana
      Luis, Mr. Luis' wife and a former employee of GoAmerica. Mr. Luis
      expressly disclaims beneficial ownership of all shares subject to options
      held by Dana Luis. A portion of these shares were registered on the
      Company's Form S-8 Registration Statement filed with the Securities and
      Exchange Commission on October 11, 2000 (Registration Statement No.
      333-47736), prior to Mr. Luis becoming an executive officer of GoAmerica.
      Accordingly, the Company has previously paid the filing fee with respect
      to those shares.

(8)   Includes 412,500 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 500 shares of
      Common Stock held by Mr. Elenio's minor children. Mr. Elenio has voting
      and dispositive power over the shares held by his minor children.

(9)   Includes 300,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. A portion of these shares were
      registered on the Company's Form S-8 Registration Statement filed with the
      Securities and Exchange Commission on October 11, 2000 (Registration
      Statement No. 333-47736), prior to Mr. Odom becoming an executive officer
      of GoAmerica. Accordingly, the Company has previously paid the filing fee
      with respect to those shares.

(10)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 598,208 shares of
      Common 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 a managing partner. Mr. Dell expressly disclaims beneficial ownership
      of such shares except with respect to his proportionate interest in the
      limited partnerships.

(11)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 329,136 shares of
      Common Stock underlying warrants which are immediately exercisable.

                                       22
(12)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Also includes 71,924 shares of
      Common Stock underlying warrants which are immediately exercisable.

(13)  Includes 152,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. Includes 1,296,112 shares of
      Common Stock owned by Carousel Capital Partners, L.P., of which Mr. Bailey
      serves as a managing partner. Mr. Bailey expressly disclaims beneficial
      ownership of such shares except as to his proportionate interest in the
      limited partnership, if any.

(14)  Includes 184,000 shares of Common Stock underlying vested and unvested
      options granted prior to this offering. A portion of these shares were
      registered on the Company's Form S-8 Registration Statement filed with the
      Securities and Exchange Commission on October 11, 2000 (Registration
      Statement No. 333-47736), prior to specific grant of the options to Mr.
      Blumenstein. Accordingly, the Company has previously paid the filing fee
      with respect to those shares.

                                       23
PLAN OF DISTRIBUTION

         The Selling Stockholders have not advised us 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 of
1933, as amended, (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 us in
making decisions with respect to the timing, manner and size of each sale of
Shares. We have 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.

                                       24
The expenses of preparing and filing this Prospectus and the related
Registration Statement with the Securities and Exchange Commission will be paid
entirely by us. 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 we 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 Hale and Dorr LLP, 650 College Road East,
Princeton, New Jersey 08540.

                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2001, as set forth in their report, which is
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement. Our consolidated financial statements and schedule 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 Securities and Exchange Commission), given on their authority as
experts in accounting and auditing.

                      INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to "incorporate by
reference" into this Prospectus information that we file with the Securities and
Exchange Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. Any information that we incorporate by reference is considered part
of this Prospectus. The documents and reports that we list below are
incorporated by reference into this Prospectus. In addition, all documents and
reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus are incorporated by reference in
this Prospectus as of the respective filing dates of these documents and
reports. Statements contained in documents that we file with the Securities and
Exchange Commission and that are incorporated by reference in this Prospectus
will automatically update and supersede information contained in this
Prospectus, including information in previously filed documents or reports that
have been incorporated by reference in this Prospectus, to the extent the new
information differs from or is inconsistent with the old information.

         The following documents previously filed by us with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (1)   Annual Report on Form 10-K for the fiscal year ended December 31,
               2001;

                                       25
(2)   Quarterly Report on Form 10-Q for the quarter ended March 31,
               2002;

         (3)   All our filings pursuant to Section 13(a), 13(c), 14 or 15(d) of
               the Exchange Act after the date of filing this initial
               Registration Statement and prior to the completion or termination
               of all offerings made pursuant to this Registration Statement;
               and

         (4)   The description of our common stock which is contained in our
               Registration Statement on Form 8-A in the form declared effective
               by the Securities and Exchange Commission on April 6, 2000, and
               by any subsequent amendments or reports filed for the purpose of
               updating such description.

         We will provide to any person, including any beneficial owner of our
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 request, orally or in writing, a copy of
such documents, which will be provided to you without charge, by contacting:

               GoAmerica, Inc.
               433 Hackensack Avenue
               Hackensack, New Jersey 07601
               Attention:  Investor Relations
               Telephone: (201) 996-1717

         You should rely only on the information contained in this Prospectus,
including information incorporated by reference as described above, or any
Prospectus supplement or that we have specifically referred you to. We have not
authorized anyone else to provide you with different information. 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 or
that any document incorporated by reference is accurate as of any date other
than its filing date. You should not consider this Prospectus to be an offer or
solicitation relating to the Shares in any jurisdiction in which such an offer
or solicitation relating to the securities is not authorized. Furthermore, you
should not consider this Prospectus to be an offer or solicitation relating to
the Shares if the person making the offer or solicitation is not qualified to do
so, or if it is unlawful for you to receive such an offer or solicitation.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission as required by the
Exchange Act. You can find, copy and inspect information filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
obtain copies of information filed by us with the Securities and Exchange
Commission at prescribed rates by writing to the Securities and Exchange
Commission's Public Reference Room at, 450 Fifth Street, N.W. Washington, D.C.
20549. You can call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the Public Reference Room. You can review our
electronically filed reports, proxy and information statements on the Securities
and Exchange Commission's web site at http://www.sec.gov. Our common stock
trades on the Nasdaq National Market under the symbol

                                       26
"GOAM." Therefore, you can inspect reports, proxy statements and other
information concerning us at the offices of the National Association of
Securities Dealers, Inc., National Listing Section, 1735 K Street, N.W.,
Washington, D.C. 20006.

         This Prospectus is part of a Registration Statement that we filed with
the Securities and Exchange Commission. The Registration Statement contains more
information than this Prospectus regarding us and the Shares, including certain
exhibits and schedules. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission at any address listed above or from the
Securities and Exchange Commission's web site.

                    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

                                       27
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 our Bylaws specifies that we shall indemnify our
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. Our
Certificate of Incorporation limits the liability of our directors as authorized
by Section 102(b)(7).

         We have obtained liability insurance for the benefit of our 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 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
are we aware of any threatened litigation that may result in claims for
indemnification by any director or officer.

                                       28
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, we have been advised that in
the opinion of the Securities and Exchange Commission 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 us of expenses incurred or paid by a
director, officer or controlling person of GoAmerica 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, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       29
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with the Securities and Exchange Commission,
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 Securities
and Exchange Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Securities and Exchange Commission 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     Annual report on Form 10-K for the fiscal year ended December 31,
               2001;

         o     Quarterly report on Form 10-Q for the quarter ended March 31,
               2002; 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 Securities and Exchange Commission
               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.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this Registration Statement.

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

                                      II-1
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 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 our Bylaws specifies that we shall indemnify our
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

                                      II-2
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 our directors
as authorized by Section 102(b)(7).

         We have obtained liability insurance for the benefit of our 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 or will be 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.

                                      II-3
Item 8. Exhibits.

Exhibit Number                               Description
--------------       -----------------------------------------------------------
    4.1              GoAmerica, Inc. 1999 Stock Plan(1)
    5.1              Opinion of Hale and Dorr LLP
    23.1             Consent of Independent Auditors
    23.2             Consent of Hale and Dorr LLP (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 10.12 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:

                         (i)      To include any Prospectus required by Section
                                  10(a)(3) of the Securities Act;

                         (ii)     To reflect in the Prospectus any facts or
                                  events arising after the effective date of
                                  this Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement; and

                         (iii)    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;
                                  provided, however, that paragraphs (a)(1)(i)
                                  and (a)(1)(ii) do not apply if the information
                                  required to be included in a post-effective
                                  amendment by those paragraphs is contained in
                                  periodic reports filed with or furnished to
                                  the Securities and Exchange Commission by
                                  GoAmerica pursuant to Section 13 or Section
                                  15(d) of the Exchange Act that are
                                  incorporated by reference 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

                                      II-4
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.

         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 Securities and Exchange
Commission 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.

                                      II-5
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 7th day of
June, 2002.

                                                 GoAmerica, Inc.

                                                 By: /s/ Aaron Dobrinsky
                                                     ---------------------------
                                                     Aaron Dobrinsky
                                                     Chief Executive Officer
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 Securities and Exchange Commission, 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                   Chief Executive Officer and               May 31, 2002
------------------------------------  Chairman of the Board (Principal
Aaron Dobrinsky                       Executive Officer)

/s/ Joseph Korb                       Executive Vice Chairman - Strategy and    May 31, 2002
------------------------------------  Strategy and Strategic Alliances, and
Joseph Korb                           Director

/s/ Francis J. Elenio                 Chief Financial Officer, Secretary        May 31, 2002
------------------------------------  and Treasurer (Principal Financial and
Francis J. Elenio                     Accounting Officer)

/s/ Robi Blumenstein                  Director                                  May 31, 2002
------------------------------------
Robi Blumenstein

/s/ Adam Dell                         Director                                  May 31, 2002
------------------------------------
Adam Dell
/s/ Alan Docter                       Director                                  May 31, 2002
------------------------------------
Alan Docter

/s/ Mark Kristoff                     Director                                  May 31, 2002
------------------------------------
Mark Kristoff

/s/ Brian D. Bailey                   Director                                  May 31, 2002
------------------------------------
Brian D. Bailey
EXHIBIT INDEX

Exhibit Number                               Description
--------------         -------------------------------------------------------
    4.1                GoAmerica, Inc. 1999 Stock Plan(1)
    5.1                Opinion of Hale and Dorr LLP Professional Corporation
    23.1               Consent of Independent Auditors
    23.2               Consent of Hale and Dorr LLP (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 10.12 filed as part of the
      Registration Statement on Form S-1 (File No. 333-94801).