Current Report Filing (8-k)
May 12 2020 - 6:01AM
Edgar (US Regulatory)
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) May 11, 2020
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ZOOM TELEPHONICS, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
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Delaware
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(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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225 Franklin Street, 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
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(Registrant’s Telephone Number, Including Area
Code)
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(Former Name or Former Address, if Changed Since Last
Report)
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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 Results of Operations
and Financial Condition
On
May 11, 2020, Zoom Telephonics, Inc. (the “Company”)
issued a press release announcing its financial results for the
quarter ended March 31, 2020. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein in
its entirety 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.
Except
for historical information contained in the press release attached
as an exhibit hereto, the press release contains forward-looking
statements which involve certain risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by these statements. Please refer to the cautionary note in
the press release regarding these forward-looking
statements.
Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 11, 2020, Joseph L. Wytanis notified the Company of his
decision to step down from the positions of President and Chief
Executive Officer of the Company. Mr. Wytanis will serve as an
advisor to the Company’s Board of Directors. The
Company’s Board of Directors has formed a search committee to
fill the position.
Item
7.01
Regulation FD Disclosure.
On
May 11, 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 99.2 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 99.2 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
Financial Statements and Exhibits .
(d) Exhibits.
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Exhibit Number
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Title
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Press
release of Zoom Telephonics, Inc., dated May 11, 2020, announcing its
financial results for the quarter ended March 31,
2020.
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Press
release of Zoom Telephonics, Inc., dated May 11, 2020, announcing
CEO transition.
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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:
May 11, 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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EXHIBIT INDEX
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Exhibit Number
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Title
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Press
release of Zoom Telephonics, Inc., dated May 11, 2020, announcing its
financial results for the quarter ended March 31,
2020.
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Press
release of Zoom Telephonics, Inc., dated May 11, 2020, announcing
CEO transition.
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