Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - MINIM, INC. | zmtp_ex991.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - MINIM, INC. | zmtp_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported) February 26, 2020
ZOOM
TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-53722
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04-2621506
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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225 Franklin
Street, 26th Floor, Boston,
MA
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02110
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(617)
423-1072
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
]
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant
is an emerging growth company as defined in 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).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark 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.
☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On February 26, 2020, Zoom Telephonics, Inc. (the
“Company”) appointed Jacquelyn Barry Hamilton as
Chief Financial Officer of the Company. As previously disclosed,
Ms. Barry Hamilton previously served as the Company’s Acting
Chief Financial Officer since February 1, 2020 and as a consultant
to the Company since January 2020. Prior to joining the Company, she served as Chief
Financial Officer of Modo Labs, a mobile application development
company, from February 2019 through December 2019. Ms. Barry
Hamilton served as Chief Financial
Officer of Netcracker Technology, a subsidiary of NEC Corporation
that delivers a software platform together with professional
integration services and managed services to telecommunications and
cable companies globally, from June 2015 through September 2018 and
as Chief Financial Officer of Intronis, a company that provides
cloud-based data protection and recovery, from March 2012 through
June 2015. Ms. Barry Hamilton
also served as Vice President Finance & Operations of Monster
Worldwide, a global public company providing a SaaS platform to
match jobseekers with employers, from 2008 through 2012, and as
Chief Financial Officer of the Global Technology Division of
Monster Worldwide from 2004 through 2008. Ms. Barry
Hamilton earned a BA in Finance from
Simmons College and an MS in Finance from the Carroll School of
Management at Boston College.
In
connection with Ms. Barry Hamilton’s appointment as Chief
Financial Officer, the Company entered into an Employment Agreement
(the “Employment Agreement”) with Ms. Barry Hamilton on
February 26, 2020. Pursuant to the
Employment Agreement, Ms. Barry Hamilton will receive an annual base salary of $185,000 per
year, which amount will increase annually at a rate equal to at
least the prior year’s U.S. inflation rate plus 2%.
Ms. Barry Hamilton will also be
eligible to receive performance bonuses of up to 17.5% of her base
salary semi-annually based on mutually agreed-upon performance
objectives.
Ms.
Barry Hamilton will also receive an
option to purchase 90,000 shares of the Company’s common
stock issued under the Company’s 2019 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 Ms. Barry Hamilton’s
continued employment with the Company. The option will expire after
a term of three years from the grant date.
If the Company undergoes a Change of Control (as defined in the
Employment Agreement) and Ms. Barry Hamilton either (i) is terminated without Cause (as defined
in the Employment Agreement) within six months after such Change in
Control or (ii) has her job responsibilities, reporting status or
compensation materially diminished and terminates her employment
within six months after such Change in Control, then in each
case Ms. Barry Hamilton will be
entitled to six months of base salary and accelerated vesting for
all unvested options as of such termination
date.
If the Company terminates Ms. Barry Hamilton other than for Cause or in connection with a
Change of Control (in each case as defined in the Employment
Agreement), Ms. Barry Hamilton 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 termination
date.
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.
There
are no transactions between the Company and Ms. Barry Hamilton
that are
required to be disclosed under Item 404(a) of
Regulation S-K, and Ms. Hamilton is neither related to,
nor does she have any relationship with, any existing member of the
Board or any executive officer of the Company.
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Item 7.01
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Regulation FD Disclosure.
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On February 28, 2020, the Company issued a press release announcing
Ms. Barry Hamilton’s appointment as described in Item 5.02
above. The press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K and in Exhibit 99.1 shall not be
deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by
reference in any filing of the Company’s under the Securities
Act of 1933, as amended, except as otherwise expressly stated in
such filing.
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Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Title
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Employment
Agreement between Zoom Telephonics, Inc. and Jacquelyn Barry Hamilton, dated as of
February 26, 2020.
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Press
release of Zoom Telephonics, Inc., dated February 28,
2020.
|
#
Management
contract or compensatory plans or agreements.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ZOOM
TELEPHONICS, INC.
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Dated:
March 6, 2020
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By:
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/s/
Joseph Wytanis
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Joseph
Wytanis
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Chief
Executive Officer
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