Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 4, 2020
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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101 Arch Street, Boston,
Massachusetts
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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.
☐
Explanatory Note
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) amends
the Current Report on Form 8-K, filed on December 4, 2020 (the
“Original Report”) of Zoom Telephonics, Inc. (the
“Company”). The Original Report disclosed the
Company’s completion of its acquisition of Minim Inc.
(“Minim”). This Amendment provides the financial
statements and pro forma financial information required under Item
9.01 of Form 8-K. No other modification to the Original Report is
being made by this Amendment.
Forward Looking Statements
Certain
statements and other information in this Amendment and the exhibits
hereto may be forward looking in nature or "forward looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995, including the estimates and assumptions used by the
Company in preparing the pro forma financial information referenced
in this Amendment. These forward looking statements are subject to
a number of risks and uncertainties that could cause actual
performance to differ materially from these forward looking
statements. A number of those risks, trends and uncertainties are
discussed in the Company's SEC reports, including the Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any
forward looking statements in this report should be evaluated in
light of these important risk factors. The Company is not
responsible for updating the information contained in this
Amendment beyond the date hereof.
Item 9.01 Financial Statements and
Exhibits.
(a) Financial statements of
businesses or funds acquired.
The
historical audited balance sheets of Minim as of December 31, 2019
and 2018, the related statements of operations, statements of cash
flows and statements of stockholders’ equity for the years
ended December 31, 2019 and 2018, the related notes thereto, are
incorporated by reference as Exhibit 99.1 hereto.
The
unaudited condensed financial statements of Minim as of September
30, 2020 and for the nine months ended September 30, 2020 and 2019
and the related notes are incorporated by reference as Exhibit 99.2
hereto.
(b) Pro
forma financial information.
The
unaudited pro forma consolidated financial information of the
Company, giving effect to the acquisition of Minim, and the related
notes, required by Article 11 of Regulation S-X are incorporated by
reference as Exhibit 99.3 hereto.
(d) Exhibits.
Exhibit Number
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Title
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23.1*
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Consent
of Baker Newman & Noyes
LLC.
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99.1*
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The
audited balance sheets of Minim Inc., as of December 31, 2019 and
2018, and the audited statements of operations, statements of
stockholders’ equity, and statements of cash flows of Minim
Inc., for the years ended December 31, 2019 and 2018, and the notes
related thereto.
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99.2*
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The
unaudited condensed balance sheet of Minim Inc. as of September 30,
2020 and the year ended December 31, 2019, and the unaudited
condensed statements of operations, statements of stockholders
(deficit) equity and statements of cash flows of Minim Inc. for the
nine month periods ended September 30, 2020 and 2019, and the notes
related thereto.
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99.3*
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The
unaudited pro forma condensed combined balance sheet as of
September 30, 2020 and the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2019 and
the nine months ended September 30, 2020.
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* Filed
herewith.
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 17, 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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