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 7, 2020
(the “Original Report”). This Amendment is being filed
for the sole purpose of providing inadvertently omitted information
under Item 3.02 from the Original Report. The full text of the
Original Report is repeated in this Amendment for convenience, but
has not been modified from the text of the Original Report except
solely to include the omitted information under Item 3.02 as
described above.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On December 4, 2020, Zoom Telephonics, Inc. (the
“Company”), completed its previously announced
acquisition by merger of Minim Inc. (“Minim”).
The merger implied a valuation to
Minim of approximately $30 million.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information in Item 1.01 of the Company’s Current Report on
Form 8-K, filed on November 11, 2020 is incorporated herein by
reference.
On
December 4, 2020, the Company issued an aggregate of 10,784,534
shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), each share valued at
$2.3498, as a result of the merger. As a result of the merger
transaction, the number of shares outstanding of Common Stock, as
of December 4, 2020, was 34,927,656 shares.
In
addition, the Company shall issue to each holder of Minim stock
options, new Company stock options that are substantially
equivalent and on the same terms as the respective holder’s
prior Minim stock options. Each such Company stock option shall be
an option to acquire that number of whole shares of Common Stock
(rounded down to the nearest whole share) equal to the product of:
(i) the number of shares of Minim common stock subject to such
Minim stock option; and (ii) 0.80106, and at an exercise price per
share of Common Stock (rounded up to the nearest whole cent) equal
to the quotient obtained by dividing (A) the exercise price per
share of Minim common stock of such Minim stock option by (B)
0.80106.
The
issuance of these securities was made in reliance on the exemption
provided by Rule 506(b) of Regulation D of the Securities Act of
1933, as amended. The Company’s reliance upon Rule 506(b) in
issuing the securities was based upon the following factors: (i)
the Common Stock issued was offered and sold to only 32 investors,
all of which are accredited investors, except for four individuals;
(ii) there was no general solicitation or general advertising
related to this issuance; (iii) each of the persons who received
these unregistered securities had knowledge and experience in
financial and business matters which allowed them to evaluate the
merits and risk of the receipt of these securities, and they were
knowledgeable about the Company’s operations and financial
condition; (iv) no underwriter participated in, nor did the Company
pay any commissions or fees to any underwriter in connection with
the transaction; (v) each stop transfer instructions were imposed
in respect of the securities issued, all of which are
uncertificated and the agreement and plan of merger for the
transaction imposed securities transfer restrictions on the
recipients of the securities; and (vii) no investment decision was
made by the four individuals who received Common Stock. In
addition, the conversion of Minim options into Company options did
not involve a “sale” or “offer to sell” for
purposes of the Securities Act of 1933, as amended.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignations of Directors
On
December 4, 2020, the Board of Directors (the “Board”)
of the Company accepted the resignations of David Allen and Peter
Sykes. Mr. Allen was a member and the chair of the Compensation
Committee of the Board and, by resigning from the Board, also
resigned from such committee. Mr. Sykes was a member of the Audit
Committee of the Board and, by resigning from the Board, also
resigned from such committee.
The
resignations of each of Messrs. Allen and Sykes was not the result
of any disagreement with the Company, its management, the Board or
any committee of the Board, or with respect to any matter relating
to the Company’s operations, policies or
practices.
Appointment of New Directors
On
December 4, 2020, the Board approved an increase in the size of the
Board to eight members and elected each of David Aronoff, Daniel
Artusi, Graham Chynoweth, Elizabeth Hitchcock and Sandra Howe to
fill certain vacancies, including those left by Messrs. Allen and
Sykes.
Mr.
Aronoff is a General Partner of Flybridge Capital Partners and
board member of Draaper Laboratories and BetterCloud. Mr. Artusi is
a board member of MaxLinear, Inc. (NYSE: MXL), VisIC-Tech, and
GenXComm. Mr. Chynoweth has been the Chief Executive Officer of
Minim, since June 2019. Ms. Hitchcock is a co-founder of Minim. Ms.
Howe is a technology executive, previously with ARRIS, Cisco, and
Technetix.
Messrs.
Aronoff and Chynoweth, and Ms. Hitchcock were each stockholders of
Minim. As a result of the merger, each such individual, either
directly or through an affiliate, is now a stockholder of the
Company. Other than the merger, there are no other transactions in
which each such individual has an interest requiring disclosure
pursuant to Item 404(a) of Regulation S-K. Ms. Hitchcock was
elected to the Board following her being designated to serve on the
Board by Zulu Holdings LLC pursuant to the board designation rights
granted under that certain Stock Purchase Agreement, dated as of
May 3, 2019, by and among the Company and the accredited investors
named therein. Ms. Hitchcock is the spouse of Jeremy Hitchcock, the
Chairman of the Board. Other than the merger and the previously
disclosed transactions involving Zulu Holdings LLC, as described in
the Company’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on June 4, 2020 or in a Form 8-K of the Company
filed with the SEC subsequent thereto, which disclosures of any
such transactions are incorporated herein by reference, there are
no other transactions in which Ms. Hitchcock has an interest
requiring disclosure pursuant to Item 404(a) of Regulation S-K.
Neither Mr. Artusi nor Ms. Howe has any family relationship with
any director or executive officer of the Company or any person
nominated or chosen by the Company to become a director or officer.
There are no transactions in which either Mr. Artusi and Ms. Howe
have an interest requiring disclosure pursuant to Item 404(a) of
Regulation S-K.
Appointment of New Officers
In
connection with the merger and effective as of December 4, 2020,
the Board appointed each of Mr. Chynoweth, age 42, as the
Company’s Chief Executive Officer of the Company; Sean
Doherty, age 39, as the Company’s Chief Financial Officer;
and Ms. Nicole Hayward Zheng, age 35, as the Company’s Chief
Marketing Officer.
Mr.
Chynoweth has been the Chief Executive Officer of Minim since June
2019. Prior to Minim, he served as Chief Membership Officer for
Advanced Regenerative Manufacturing Institute (ARMI) from January
2017 to June 2019, and Executive Vice President & Chief
Operating Officer of SilverTech, Inc. from January 2015 to December
2016. Mr. Chynoweth was also the Chief Operating Officer of Dyn
from November 2005 to December 2014. He has also served as a
Founding Board Member, and member of the compensation, governance,
and audit committees of Primary Bank (OTCPK: PRMY) since November
2014, and as a director for PT United, LLC since August 2016. Mr.
Chynoweth holds a JD from Duke University School of Law, an MA in
Public Policy from Duke University, and a BA in political science
from the University of California, Berkeley.
Mr.
Doherty replaces Jacquelyn Barry Hamilton as the Company’s
Chief Financial Officer. Mr. Doherty has been the Senior Vice
President, Finance of Minim, since May 2020. Prior to joining
Minim, he was the Managing Member at Pulpit Rock Consulting from
August 2019 to October 2020. From October 2018 to July 2019, Mr.
Doherty was a Director, Financial Planning & Analysis at
Bottomline Technologies, Inc. (NASDAQ: EPAY). Prior to his time at
Bottomline, Mr. Doherty was the Senior Manager of Finance at Dyn
and then at Oracle Corporation (NYSE: ORCL) from March 2012 to
October 2018. He has also served on the Board of Directors and
Finance Committee of The Visiting Nurse Association of Southern New
Hampshire since April 2017. Mr. Doherty holds a B.S. in Economics
and Finance from Southern New Hampshire University as well as an
MBA in Finance and International Business from Northeastern
University.
Ms.
Hayward Zheng is a co-founder of Minim and has been the Chief
Marketing Officer and Chief Product Officer of Minim, since April
2018. Ms. Hayward Zheng was recognized in Entrepreneur as a Top
Female Founder in the United States in July 2020. Prior to Minim,
she was the Chief Marketing Officer at Antidote Technologies from
April 2017 to April 2018, and at OnSIP from February 2010 to April
2017. She has served as a board member of Alliance of Channel
Women, a nonprofit on a mission to advance careers for women in the
telecom and broadband services sector, from January 2013 to
November 2016. Ms. Hayward Zheng holds a B.S. in Materials Science
Engineering and B.S. in Engineering and Public Policy from Carnegie
Mellon University, as well as business certifications from The
Wharton School Online.
Other
than in connection with their positions at Minim, there are no
related party transactions between the Company and any of Messrs.
Chynoweth and Doherty, or Ms. Hayward Zheng, and no such individual
is related to, or has any relationship with, any existing member of
the Board or any executive officer of the Company.
Item 7.01 Regulation FD
Disclosure.
On
December 7, 2020, the Company issued a press release announcing the
consummation of the merger, the resignation of certain directors,
and the appointment of new directors and officers of the Company. 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.
Exhibit
Number
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Title
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Press
release of Zoom Telephonics, Inc., dated December 7, 2020
(incorporated by reference to Exhibit
99.1 to the Company’s Form 8-K filed on December 7,
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:
December 17, 2020
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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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