AND EXCHANGE COMMISSION
to Section 13 or
15(d) of the
Act of 1934
Date of Report
(Date of earliest event reported) October 16, 2018
ZOOM TELEPHONICS, INC.
(Exact Name Of
Registrant As Specified In Its Charter)
(State or Other
Jurisdiction of Incorporation)
99 High Street,
Principal Executive Offices)
Telephone Number, Including Area Code)
(Former Name or
Former Address, if Changed Since Last Report)
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
company [ ]
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
October 4, 2018, Zoom Telephonics, Inc. (the “Company”)
entered into an Employment Agreement (the “Employment
Agreement”) with Joseph Wytanis effective as of October 29,
2018 (the “Effective Date”), pursuant to which Mr.
Wytanis shall serve as the President and Chief Operating Officer of
the Company as of the Effective Date.
Wytanis has served as Senior Practice Engagement Partner at Infosys
Limited since March 2018, where he provides engineering services
consulting to cable, mobile and satellite service operators and has
also served as a Principal at High Tech Associates, LLC since
August 2011, where he provides consulting services relating to
vision, strategy, business development and marketing. Mr. Wytanis
served as Executive Vice President and Chief Operating Officer at
SMC Networks, Inc. from January 2012 through August 2014,
where he successfully led the
introduction of a complete line of cable home networking products
and smart home IoT products prior to its sale to HUMAX Co.,
Ltd. He previously served as a Vice President and General Manager
at Scientific-Atlanta/Cisco System, Inc. from 2000 through 2011,
where he helped to grow the Cable Home Networking Business Unit
froma start-up to a profitable business, and prior to that held
marketing, business and strategy positions with Technology
Solutions Group, Panasonic, BellSouth, NCR/AT&T, Northern
Telecom and the Associated Press. Mr. Wytanis received his Masters
of Business Administration from the University of Georgia and his
Bachelor of Science in Business Administration/Marketing from Rowan
to the Employment Agreement, Mr. Wytanis will receive an annual
base salary of $200,000 per year, which amount will increase
annually at a rate equal to at least the prior year’s U.S.
inflation rate plus 2%. Mr. Wytanis will also be eligible to
receive performance bonuses of up to 25% of his base salary
semi-annually based on mutually agreed-upon performance objectives.
Additionally, Mr. Wytanis will receive a signing bonus of $30,000
within 30 days of the Effective Date. The Company agreed to
reimburse Mr. Wytanis for lease expenses of up to $8,500 per month
during his employment with the Company and for certain family
Wytanis will also receive on or about the Effective Date an option
to purchase 100,000 shares of the Company’s common stock
issued under the Company’s 2009 Stock Option Plan, which will
become exercisable with respect to 25% of the shares on each of the
six month, twelve month, eighteen month and twenty-four month
anniversaries of the grant date, subject, in each case, to Mr.
Wytanis’ continued employment with the Company. Additionally,
Mr. Wytanis will be entitled to receive an additional option grant
within twenty-four months of the Effective Date for a number of
shares with a Black-Scholes value of $100,000. All such options
will expire after a term of three years from the grant
Company undergoes as Change of Control (as defined in the
Employment Agreement) and either (i) is terminated without Cause
(as defined in the Employment Agreement) within six months after
such Change in Control or (ii) has his job responsibilities,
reporting status or compensation materially diminished and Mr.
Wytanis terminates his employment within six months after such
Change in Control, then in each case Mr. Wytanis will be entitled
to six months of base salary and accelerated vesting for all
unvested options as of such termination date.
Company terminates Mr. Wytanis other than for Cause or in
connection with a Change of Control (in each case as defined in the
Employment Agreement), Mr. Wytanis will be entitled to payment of
three months of base salary and a pro-rated annual bonus with
respect to the year of termination, as well as accelerated vesting
for any options that would vest within six months of the
foregoing description of the Employment Agreement is a summary and
does not purport to be complete. Such description is qualified in
its entirety by reference to the text of the Employment Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
are no related party transactions between the Company and Mr.
Wytanis, and Mr. Wytanis is neither related to, nor does he have
any relationship with, any existing member of the Board or any
executive officer of the Company.
October 16, 2018, the Company issued a press release announcing the
entrance into the Employment Agreement with Mr. Wytanis. A copy of
the press release is filed herewith as Exhibit 99.1.
Financial Statements and Exhibits.
Company hereby files the following exhibits:
Agreement between the Company and Joseph Wytanis, dated as of
October 4, 2018.
Release of the Company.
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 18, 2018
ZOOM TELEPHONICS, INC.
Frank B. Manning
Executive Officer and Acting Chief Financial Officer