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EX-10.1 - AMENDMENT, DATED AS OF FEBRUARY 4, 2021, TO FINANCING AGREEMENT, DATED AS OF DEC - MINIM, INC. | minm_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 4, 2021
ZOOM
TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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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848 Elm Street,
Manchester, NH
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03101
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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)
101 Arch Street, Boston, Massachusetts
02110
(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.
The
disclosures provided in Item 2.03 of this Current Report on Form
8-K are hereby incorporated by reference into this Item
1.01.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
February 4, 2021, Zoom Telephonics, Inc. (the
“Company”) entered into an amendment (the
“Amendment”) to that certain Financing Agreement, dated
as of December 18, 2012 (the “Financing Agreement”),
with Rosenthal & Rosenthal, Inc.
The
Financing Agreement, as amended by the Amendment, increases the
maximum revolving credit line to $5.0 million from its prior limit
of $4.0 million. As of February 4, 2021, the Company had
approximately $2.5 million of borrowings outstanding under the
Financing Agreement. Advances under the revolving credit line are
subject to a borrowing base formula and other terms and conditions
as specified in the Financing Agreement. The Company anticipates
that it will use the additional borrowing capacity provided by the
increase in the maximum credit line as it deems appropriate to fund
its working capital requirements. Borrowings are secured by all of
the Company assets. The effective rate of interest under the
Financing Agreement is 1.25% plus an amount equal to the higher of
the prime rate or 3.25%.
The
Financing Agreement contains certain covenants, including a
requirement that the Company maintain tangible net worth of not
less than $2.0 million and working capital of not less than $1.75
million. In addition, the Company is restricted from declaring any
dividends, redeeming or repurchasing any stock, or making any other
distributions in respect of its stock so long as any obligations
remain outstanding. All advances made by lender are due and payable
at lender’s demand upon at least sixty (60) days prior
written notice to the Company. In addition, all obligations shall
be immediately due and payable upon the termination of the
Financing Agreement or upon the occurrence of any events of default
relating to failure to make timely payments under the credit
facility; breaches of representations, warranties or covenants;
lender’s belief, reasonably exercised, that obligations under
the credit facility are insecure or insufficient under
circumstances where the Company is unable to provide other
collateral satisfactory to the lender; bankruptcy and insolvency
events and other customary matters. The lender has the right to
terminate the Financing Agreement at any time by giving the Company
sixty (60) days’ prior written notice. The Financing
Agreement automatically renews from year to year, unless terminated
by either party as specified in the Financing Agreement. The
Company is required to pay a facility fee of 0.75% of the maximum
credit facility each year.
The
foregoing summary is subject to, and qualified in its entirety by,
the full text of the Amendment, 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 3.03
Material Modification to Rights of Security
Holders.
The
disclosures provided in Item 2.03 of this Current Report on Form
8-K are hereby incorporated by reference into this Item
3.03.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Title
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Amendment,
dated as of February 4, 2021, to Financing Agreement, dated as of
December 18, 2012, by and between Zoom Telephonics, Inc. and
Rosenthal & Rosenthal, Inc.
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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:
February 8, 2021
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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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