Attached files
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| EX-10.1 - TRANSITION AND SEPARATION AGREEMENT - MINIM, INC. | zmtp_ex10-1.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) December 31,
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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02110
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Zip Code)
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101 Arch Street, Boston, Massachusetts
(Address
of Principal Executive Offices)
(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.
On
December 31, 2020, the Company and Ms. Jacquelyn Barry Hamilton
entered into a transition and separation agreement (the
“Separation Agreement”). As previously reported on a
Form 8-K filed with the Securities and Exchange Commission on
November 20, 2020, Ms. Barry Hamilton was terminated from all
positions held with the Company effective December 31,
2020.
Pursuant to the
terms of the Separation Agreement, in consideration of, among other
things, Ms. Barry Hamilton’s compliance with certain
restrictive covenants and all agreements between her and the
Company, a general release of all claims against the Company, and
subject to her non-revocation of the Separation Agreement, Ms.
Barry Hamilton will receive severance compensation equal to (i) her
current base salary, at the rate of $185,000 per year, less all
applicable federal, state or local tax withholdings, (ii) payment
for accrued but unused sick time equal to 41.44 hours, and (iii) an
additional $16,000, each payable in installments during the six
months following the effective date of her separation from the
Company. All of Ms. Barry Hamilton’s unvested stock options
will be immediately vested and exercisable for up to 30 days
following the date of separation. In addition, Ms. Barry Hamilton
will receive continuation of certain health insurance
benefits.
The
Separation Agreement provides that Ms. Barry Hamilton may revoke
the Separation Agreement for up to seven days following her
execution of the Separation Agreement.
The
foregoing summary is subject to, and qualified in its entirety by,
the full text of the Separation Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Transition
and Separation Agreement, dated as of December 31, 2020, by
and between Zoom Telephonics, Inc. and Jacquelyn Barry
Hamilton.
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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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Company Name
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Dated: December 31,
2020
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By:
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/s/ Sean
Doherty
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Sean
Doherty
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Chief Financial
Officer
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