Attached files
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| EX-99.1 - PRESS RELEASE - MINIM, INC. | zmtp_ex991.htm |
| EX-10.1 - AGREEMENT AND PLAN OF MERGER - 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) November 12, 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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(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)
225 Franklin Street, Boston, MA
(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 November 12, 2020, Zoom Telephonics, Inc. (the
“Company”), announced that they had entered into a
merger agreement pursuant to which the Company and Minim Inc.
(“Minim”) would merge and combine their businesses.
Minim offers a cloud WiFi management platform that enables
and secures a better-connected home by
providing AI-driven WiFi management and IoT security
platform for homes, SMBs, and broadband service providers. The
Company’s Executive Chairman and, principally through
investment vehicles, controlling stockholder, is Chairman and a
controlling stockholder of Minim. The Company has licensed Minim
software products and, upon completion of the merger, the Company
expects to integrate not only the Minim software with the
Company’s hardware products but also to combine Minim’s
business-to-business sales channels with the Company’s retail
channels.
Under
the terms of the Agreement and Plan of Merger (the “Merger
Agreement”) among the Company, Elm Acquisition Sub, Inc., the
Company’s wholly-owned subsidiary (“Merger Sub”),
Minim and the Representative (as defined therein), Merger Sub would
merge with and into Minim, with Minim being the surviving entity
and, following the closing of the merger transaction, Minim would
become a wholly-owned subsidiary of the Company. Pursuant to the
Merger Agreement, the Company will exchange 0.80106 newly-issued
shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”) for each issued and
outstanding share of Minim’s common stock and preferred
stock. In addition, the Company will issue to each holder of Minim
options and restricted stock, new Company options and restricted
stock that are substantially equivalent and on the same terms as
the respective holder’s options and restricted stock.
Additionally, holders of certain outstanding convertible notes of
Minim will be exchanged for shares of Common Stock in accordance
with the terms of the Merger Agreement. The transaction implies a
valuation to Minim of approximately $30 million before taking into
account transaction expenses and the exchange of the Minim
convertible notes.
Certain
major stockholders of Minim have entered into support agreements
pursuant to which they agree to take specified actions to support
the transaction.
The
completion of the merger transaction is subject to
satisfaction or waiver of various closing conditions, including the
receipt of all required approvals of the stockholders of
all merger participants and any required third party
consents.
A
copy of the Merger Agreement is filed herewith as Exhibit
10.1. The foregoing description of the
Merger Agreement does not purport to be complete, and is
qualified in its entirety by reference to the full text of the
Merger Agreement, which is incorporated by reference.
Item 7.01 Regulation
FD Disclosure.
On
November 12, 2020, the Company issued a press release announcing
the signing of the Merger Agreement. A copy of the press release is
furnished with this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
The
information contained in Item 7.01 to this Current Report on Form
8-K (including Exhibit 99.1) is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise be
subject to the liabilities of that section. The information in this
Item 7.01 (including Exhibit 99.1) shall not be incorporated by
reference into any registration statement or other document
pursuant to the Securities Act, except as otherwise expressly
stated in such filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Agreement
and Plan of Merger, dated as of November 12, 2020, by and among
Zoom Telephonics, Inc., Elm Acquisition Sub, Inc., Minim Inc. and
the Representative.
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Press
release of Zoom Telephonics, Inc., dated November 12,
2020.
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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:
November 13, 2020
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By:
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/s/ Jacquelyn Barry
Hamilton
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Jacquelyn
Barry Hamilton
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Chief
Financial Officer
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