Current Report Filing (8-k)
May 21 2020 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 15, 2020
ZOOM
TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
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000-53722
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04-2621506
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(State or Other
Jurisdiction of Incorporation)
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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
(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
1.02
Termination
of a Material Definitive Agreement.
The
information in Item 5.02(e) is incorporated herein by
reference.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
As
previously disclosed, on May 11, 2020, Joseph L. Wytanis notified
Zoom Telephonics, Inc. (the “Company”) of his decision
to step down from the positions of President and Chief Executive
Officer of the Company.
On May 15, 2020, the Company entered into a letter
agreement (the “Separation Agreement”) with Mr.
Wytanis, which terminates and supersedes his existing employment
agreement. Pursuant to the terms of the Separation Agreement, in
consideration for, among other things, his compliance with certain
restrictive covenants and all agreements between him and the
Company, a general release of all claims against the Company, and
subject to his non-revocation of the Separation Agreement, Mr.
Wytanis will receive severance compensation equal to his current
base salary, at the rate of $210,000 per year, less all applicable
federal, state or local tax withholdings, payable in installments
for the 6 months following the effective date of his separation
from the Company. Mr. Wytanis’ stock options that
would have vested during the six (6) month period following the
date of separation will be immediately vested and exercisable for
up to 30 days following the date of separation. In addition, Mr.
Wytanis will receive continuation of certain health insurance
benefits. The Company will also
reimburse Mr. Wytanis for certain relocation and business
expenses.
The
foregoing summary is subject to, and qualified in its entirety by,
the full text of the Separation Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
9.01
Financial Statements and Exhibits .
Exhibit Number
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Title
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Separation
Agreement, dated as of May 15, 2020, by and between Zoom
Telephonics, Inc. and Joseph L. Wytanis.
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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 21, 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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