Attached files
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EX-99.1 - PRESS RELEASE - MINIM, INC. | zmtp_ex991.htm |
EX-10.1 - CONSULTING AGREEMENT - MINIM, INC. | zmtp_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) January 16, 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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225
Franklin Street, 26th Floor 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 2.02
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Results of Operations and Financial Condition.
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On January 21, 2020, Zoom Telephonics, Inc. (the
“Company”) issued a press release announcing the
leadership transition described in Item 5.02 below, which includes
preliminary estimates of revenue growth for the fiscal quarter and
fiscal year ended December 31, 2019. The press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by
reference.
The information furnished pursuant to Item 2.02 of this Current
Report on Form 8-K and in Exhibit 99.1 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 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Retirement of Frank Manning
On January 16, 2020, Frank B. Manning, who co-founded the Company
in 1977, notified the Company of his retirement as Chief Executive
Officer, Acting Chief Financial Officer and Chairman of the
Company’s Board of Directors (the “Board”), to be
effective as of February 1, 2020 (the “Effective
Date”). Following the Effective Date, Mr. Manning will
continue to serve as a member of the Board, and will serve as an
advisor to the Company.
Appointment of Joseph Wytanis
In connection with Mr. Manning’s retirement, on January 16,
2020, the Board appointed Joseph L. Wytanis, age 60, as Chief
Executive Officer of the Company, to be effective as of the
Effective Date. Mr. Wytanis joined the Company as President in
2018. Prior to joining the Company, he served as Senior Practice
Engagement Partner at Infosys Limited from March 2018, where he
provided engineering services consulting to cable, mobile and
satellite service operators and has also served as a Principal at
High Tech Associates, LLC since August 2011, where he provided
consulting services relating to vision, strategy, business
development and marketing. Mr. Wytanis served as Executive Vice
President and Chief Operating Officer at SMC Networks, Inc. from
January 2012 through August 2014, where he successfully led
the introduction of a complete line of cable home networking
products and smart home IoT products. He previously served as a
Vice President and General Manager at Scientific-Atlanta/Cisco
System, Inc. from 2000 through 2011, where he helped to grow the
Cable Home Networking Business Unit from a start-up to a profitable
business, and prior to that held marketing, business and strategy
positions with Panasonic, BellSouth, NCR/AT&T, Northern Telecom
and the Associated Press. Mr. Wytanis earned a BS
in Business Administration/Marketing from Rowan University and an
MBA from the University of Georgia, Terry College of
Business.
There
are no related party transactions between the Company and Mr.
Wytanis, and Mr. Wytanis is neither related to, nor does he have
any relationship with, any existing member of the Board or any
executive officer of the Company. The impact of this new position
on the existing compensation arrangement with Mr. Wytanis has not
yet been determined by the Company.
Appointment of Jacquelyn Barry Hamilton
Also in connection with Mr. Manning’s retirement, on January
16, 2020, the Board appointed Jacquelyn Barry Hamilton, age 58,
as Acting Chief Financial Officer of the Company, to be
effective as of the Effective Date. Ms. Hamilton joined the Company
in January 2020 as a consultant. Prior to joining the Company, she
served as Chief Financial Officer of Modo Labs, a mobile
application development company, from February 2019 through
December 2019. Ms. Hamilton served as Chief Financial Officer of
Netcracker Technology, a subsidiary of NEC Corporation that
delivers a software platform together with integration and managed
services to telecommunications and cable companies globally, from
June 2015 through September 2018 and as Chief Financial Officer of
Intronis, a company that provides cloud-based data protection and
recovery, from March 2012 through June 2015. Ms. Hamilton also
served as Chief Financial Officer, Technology Division of Monster
Worldwide, a global public company providing a SaaS platform to
match jobseekers with employers, from 2008 through 2012, and as
Chief Financial Officer, Technology Division from 2004 through
2008. Ms. Hamilton earned a BA in Finance from Simmons College and
an MS in Finance from the Carroll School of Management at Boston
College.
In
connection with Ms. Hamilton’s prior engagement as a
consultant, the Company entered into a Consulting Services
Agreement (the “Consulting Agreement”) with Ms.
Hamilton on January 13, 2020. The Consulting Agreement has a three
month term, which may be extended by mutual agreement. Pursuant to
the Consulting Agreement, Ms. Hamilton is paid a consulting fee
equal of $87.00 per hour for services that are provided on a
month-to-month basis, plus reimbursement for travel and other
out-of-pocket expenses.
The
foregoing description of the Consulting Agreement is a summary and
does not purport to be complete. Such description is qualified in
its entirety by reference to the text of the Consulting Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
There
are no transactions between the Company and Ms. Hamilton
that are
required to be disclosed under Item 404(a) of
Regulation S-K, and Ms. Hamilton is neither related to,
nor does she have any relationship with, any existing member of the
Board or any executive officer of the Company.
Appointment of Jeremy Hitchcock
On January 16, 2020, the Board appointed Jeremy Hitchcock
as Chairman of the Board, to be effective as of the Effective
Date.
Item 7.01
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Regulation FD Disclosure.
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On January 21, 2020, the Company issued a press release
announcing the leadership transition described in Item 5.02 above.
The press release is furnished herewith as Exhibit 99.1 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 99.1 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
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Financial Statements and
Exhibits.
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(d) Exhibits.
Exhibit
Number
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Title
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10.1#
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Consulting
Agreement between Zoom Telephonics, Inc. and Jacquelyn Barry Hamilton, dated as of
January 13, 2020.
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Press
release of Zoom Telephonics, Inc., dated January 21,
2020.
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#
Management
contract or compensatory plans or agreements.
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:
January 21, 2020
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By:
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/s/
Frank Manning
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Frank
Manning
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Chief
Executive Officer and
Acting
Chief Financial Officer
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