Attached files
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| EX-99.2 - PRESS RELEASE - MINIM, INC. | zmtp_ex992.htm |
| EX-99.1 - STANDSTILL AND VOTING AGREEMENT - MINIM, INC. | zmtp_ex991.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) October 9, 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, 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.
☐
Item 1.01 Entry into
a Material Definitive Agreement.
In connection with the Transaction described in
Item 5.01 below, as of October 9, 2020 (the
“Transaction Date”), Zoom
Telephonics, Inc. (the “Company”) entered into a
Standstill and Voting Agreement (the “Standstill
Agreement”) with Zulu Holdings LLC (“Zulu”) and
Jeremy P. Hitchcock. Mr. Hitchcock is the Company’s acting
principal executive officer and Chairman of the Board of Directors
(the “Board”) of the Company. Mr. Hitchcock and Zulu,
which is an entity controlled by Mr. Hitchcock, beneficially own
majority of the common stock of the Company, as described in Item
5.01 below. Pursuant to the terms of the Standstill Agreement, each
of Zulu, Mr. Hitchcock and their controlled affiliates (the
“Restricted Parties”) have agreed not to effect any (a)
transaction involving the Company and any Restricted Party, in
which any Restricted Party would have a material interest different
from stockholders of the Company generally, (b) purchase of more
than 10% of the then total number of shares of outstanding Company
common stock, and (c) sale, transfer or other disposition of
Company common stock to a third party that would result in such
third party beneficially owning more than 20.0% of the
Company’s outstanding common stock immediately after giving
effect to such transaction. The duration of the “Standstill
Period” lasts through the earlier of: (i) such time as the
Restricted Parties beneficially own less than 45.0% of the
outstanding common stock of the Company, and (ii) the third
anniversary of the date of the Standstill
Agreement.
The
Standstill Agreement is filed as Exhibit 99.1 to this Form 8-K. The
foregoing description of the Standstill Agreement in this Item 8.01
is not complete and is qualified in its entirety by reference to
the full text of the Standstill Agreement, which is attached hereto
as Exhibit 99.1.
Item 5.01 Changes in Control of
Registrant.
According to Amendment No. 11 to Schedule 13D (the
“Schedule 13D Amendment”) filed by Jeremy P. Hitchcock,
Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital
Partners, LLC and Zulu with the Securities and Exchange Commission
(the “SEC”) on October 13, 2020, on the Transaction Date, Zulu entered into a Stock Purchase Agreement
(the “Purchase Agreement”) with Frank B. Manning, Terry
Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the
Bruce M. Kramer Living Trust under agreement dated July 31, 1996,
Elizabeth T. Folsom, and Joseph Donovan (collectively, the
“Sellers”) pursuant to which Zulu purchased an
aggregate of 3,543,894 shares of common stock of the Company from
the Sellers at a purchase price of $2.50 per share. The disclosures
set forth in the Schedule 13D Amendment reporting the transaction
effected pursuant to the Purchase Agreement (the
“Transaction”), are
incorporated herein by reference. The Schedule 13D Amendment
reports that, as a result of the Transaction, Mr. Hitchcock and
Zulu currently beneficially own 51.8% and 51.5%, respectively, of
the outstanding common stock of the Company. Such Transaction
constitutes a change of control of the Company.
As
required to be disclosed by Item 403(c) of Regulation S-K, other
than the previously disclosed transactions involving Mr. Hitchcock
and Zulu as described in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the SEC on June 4, 2020 or in
a Form 8-K of the Company, including this Form 8-K, filed with the
SEC subsequent thereto, which disclosures of any such transactions
are incorporated herein by reference, there are no arrangements,
known to the Company, including any pledge by any person of
securities of the Company, the operation of which may at a
subsequent date result in a change in control of the
Company.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
In
connection with the Transaction, on the Transaction Date, Joseph J.
Donovan, Peter R. Kramer and Frank B. Manning resigned from the
Board of Directors (the “Board”) of the Zoom
Telephonics, Inc. (the “Company”). Mr. Donovan was a
member of the Audit Committee, Compensation Committee and
Nominating Committee of the Board and, by resigning from the Board,
also resigned from such committees. Mr. Kramer was a member of the
Compensation Committee and Nominating Committee of the Board and,
by resigning from the Board, also resigned from such
committees.
The
resignations of each of Messrs. Donovan, Kramer and Manning was not
the result of any disagreement with the Company, its management,
the Board or any committee of the Board, or with respect to any
matter relating to the Company’s operations, policies or
practices.
Item 7.01 Regulation FD
Disclosure.
On
October 13, 2020, the Company issued a press release announcing the
retirement and resignations of Messrs. Donovan, Kramer and
Manning. The press release is furnished herewith as Exhibit 99.2
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 99.2 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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Standstill
and Voting Agreement, dated as of October 9, 2020, by and among
Zoom Telephonics, Inc., Zulu Holdings LLC and Jeremy P.
Hitchcock.
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Press release of Zoom Telephonics, Inc.,
dated October 13, 20202, announcing retirement of
directors.
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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:
October 13, 2020
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By:
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/s/
Jacquelyn Barry Hamilton
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Jacquelyn
Barry Hamilton
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Chief
Financial Officer
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