Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER - MINIM, INC. | zmtp_ex311.htm |
| EX-10.4 - AMENDMENT TO LICENSE AGREEMENT - MINIM, INC. | zmto_ex104.htm |
| EX-10.3 - LICENSE AGREEMENT - MINIM, INC. | zmtp_ex103.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q/A
(Amendment No. 1)
______________
(Mark
One)
☑ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2016
or
☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from________ to ________
Commission File Number 0-53722
———————
ZOOM TELEPHONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
———————
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Delaware
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04-2621506
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification No.)
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99 High 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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Registrant’s
Telephone Number, Including Area Code: (617) 423-1072
_________________________________________________________________________
(Former
Name, Former Address, Former Fiscal Year, if Changed Since Last
Report)
Indicate by check
mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES ☑ NO ☐
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). YES ☑ NO ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller Reporting Company ☑
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(do not check if a smaller reporting company)
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Indicate by check
mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES ☐ NO ☑
The
number of shares outstanding of the registrant’s Common
Stock, $.01 par value, as of November 2, 2016, was 14,595,290
shares.
EXPLANATORY NOTE
Zoom
Telephonics, Inc. (the “Company”) is filing this
amendment (this “Amendment”) to its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2016,
originally filed with the Securities and Exchange Commission (the
“SEC”) on November 14, 2016 (the “Original
Form 10-Q”), solely to file Exhibit 10.3 and
Exhibit 10.4, which were inadvertently omitted from the Original
Form 10-Q. Pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, this Amendment
restates in its entirety Part II, Item 6 and contains new
certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, which are filed herewith.
Other
than adding Exhibit 10.3 and Exhibit 10.4, no other changes have
been made to the Original Form 10-Q. This Amendment No. 1 does
not reflect events that may have occurred subsequent to the filing
date of the Original Form 10-Q, and does not modify or update in
any way any other disclosure made in the Original Form
10-Q.
PART II - OTHER INFORMATION
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Exhibit No.
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Exhibit Description
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10.1
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Amendment to Financing Agreement, dated July 19, 2016, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on July 25, 2016).
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10.2
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Amendment to Financing Agreement, dated September 1, 2016, between
Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Company on September 8, 2016).
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10.3(1)
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License
Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and
Motorola Mobility LLC.
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10.4
(1)
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Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC.
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31.1
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Certification of Chief Executive Officer and Acting Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
(2)(3)
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Certification
of Chief Executive Officer and Acting Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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101.INS
(3)
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XBRL
Instance Document
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101.SCH
(3)
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XBRL
Taxonomy Extension Schema Document
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101.CAL
(3)
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XBRL
Taxonomy Calculation Linkbase Document
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101.DEF
(3)
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
(3)
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XBRL
Taxonomy Label Linkbase Document
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101.PRE
(3)
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XBRL
Taxonomy Presentation Linkbase Document
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______________
(1)
Confidential
treatment requested as to portions of the exhibit. Confidential
materials omitted and filed separately with the Securities and
Exchange Commission.
(2)
In accordance with
Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished
in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and
will not be deemed “filed” for purposes of Section 18
of the Exchange Act. Such certification will not be deemed to be
incorporated by reference into any filings under the Securities Act
or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
(3)
Filed on November
14, 2016 as an exhibit to the Company’s Quarterly Report on
Form 10-Q.
2
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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ZOOM TELEPHONICS, INC.
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Date: December 6,
2016
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By:
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/s/
Frank B. Manning
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Frank
B. Manning
President,
Chief Executive Officer and
Acting
Chief Financial Officer
(Principal
Executive Officer and
Principal
Financial and Accounting Officer)
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3
EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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10.1
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Amendment to Financing Agreement, dated July 19, 2016, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on July 25, 2016).
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10.2
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Amendment to Financing Agreement, dated September 1, 2016, between
Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Company on September 8, 2016).
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10.3(1)
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License
Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and
Motorola Mobility LLC.
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10.4
(1)
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Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC.
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31.1
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Certification of Chief Executive Officer and Acting Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
(2)(3)
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Certification
of Chief Executive Officer and Acting Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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101.INS
(3)
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XBRL
Instance Document
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101.SCH
(3)
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XBRL
Taxonomy Extension Schema Document
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101.CAL
(3)
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XBRL
Taxonomy Calculation Linkbase Document
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101.DEF
(3)
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
(3)
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XBRL
Taxonomy Label Linkbase Document
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101.PRE
(3)
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XBRL
Taxonomy Presentation Linkbase Document
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______________
(1)
Confidential
treatment requested as to portions of the exhibit. Confidential
materials omitted and filed separately with the Securities and
Exchange Commission.
(2)
In accordance with
Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished
in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and
will not be deemed “filed” for purposes of Section 18
of the Exchange Act. Such certification will not be deemed to be
incorporated by reference into any filings under the Securities Act
or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
(3)
Filed on November
14, 2016 as an exhibit to the Company’s Quarterly Report on
Form 10-Q.
4