Current Report Filing (8-k)
May 13 2020 - 5:08PM
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 7, 2020
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):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
May 7, 2020, the Board of Directors of Zoom Telephonics, Inc. (the
“Company”) approved the Company's Amended and Restated
Bylaws (the "Amended and Restated Bylaws"), effective immediately.
The Amended and Restated Bylaws amend and restate in their entirety
the Company's bylaws to, among other things: (i) amend the
description of certain information a stockholder must provide with
respect to a proposal to nominate a person for election or
reelection as a Company director or other business to be considered
at a stockholders meeting and the procedure for making such
proposal; (ii) provide that the forum for the resolution of
internal corporate claims shall be the Court of Chancery in the
State of Delaware; (iii) revise the description and powers of the
officer positions for Chief Executive Officer and the President,
and (iii) make other technical amendments.
The
foregoing summary is subject to, and qualified in its entirety by,
the full text of the Amended and Restated Bylaws, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
9.01
Financial Statements and Exhibits .
(d) Exhibits.
Exhibit Number
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Title
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Amended
and Restated Bylaws of Zoom Telephonics, Inc.
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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 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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