As filed with the Securities and Exchange Commission on June 1,
2020
Registration No. 333-232027
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
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ZOOM TELEPHONICS, INC.
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(Exact name of registrant as specified in its charter)
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________________________
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Delaware
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04-2621506
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(State or other jurisdictionof incorporation or
organization)
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(I.R.S. EmployerIdentification Number)
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225 Franklin StreetBoston, Massachusetts 02110 (617)
423-1072
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(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
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________________________
Jeremy P. Hitchcock
Zoom Telephonics, Inc.
225 Franklin Street
Boston, Massachusetts 02110
(617) 423-1072
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
________________________
Copies to:
Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
55 West 46th Street
New York, NY 10036-4120
(212) 940-3000
________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable following the effective date
of this registration statement.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.
☐
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☑
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Smaller
reporting company ☑
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Emerging
growth company ☐
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If an
emerging growth company, indicate by check mark 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 7(a)(2)(B) of Securities Act.
☐
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this registration statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
On June
7, 2019, Zoom Telephonics, Inc. ("Zoom," "we" or the "Company")
filed a registration statement with the Securities and Exchange
Commission on Form S-1 (Registration No. 333-232027), which was
declared effective by the Securities and Exchange Commission on
June 14, 2019, to register for resale by the selling stockholders
named therein up to 10,856,325 shares of the Company’s Common
Stock, par value $0.01 per share (our "Common Stock").
This
Post-Effective Amendment No. 1 to Form S-1 is being filed by the
Company to update the prospectus relating to the offering and sale
of the shares that were registered for resale on Form S-1, to
update Item 16 of Part II of the Registration System, and to file
an updated opinion regarding legality by (Exhibit 5.1) and consent
of (Exhibit 23.2) Nixon Peabody LLP, and an updated consent of
(Exhibit 23.1) Marcum LLP.
All
filing fees payable in connection with the registration of the
shares of the Common Stock covered by the registration statement
were paid by the Company at the time of the initial filing of the
Form S-1.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 1, 2020
PROSPECTUS
10,856,325 Shares of Common Stock
of
Zoom Telephonics, Inc.
________________________
This
prospectus relates to the possible resale, from time to time, by
the holders of 10,856,325 shares of Common Stock. These holders are
named in this prospectus and are referred to herein as the
“selling security holders”.
We
are not selling any shares of our Common Stock in this offering
and, as a result, we will not receive any proceeds from the sale of
the Common Stock covered by this prospectus. All of the net
proceeds from the sale of our Common Stock will go to the selling
security holders.
The
selling security holders may sell Common Stock from time to time at
prices established on the OTC Markets Group’s OTCQB, or as
negotiated in private transactions, or as otherwise described under
the heading “Plan of Distribution.” The Common Stock
may be sold directly or through agents or broker-dealers acting as
agents on behalf of the selling security holders. The selling
security holders may engage brokers, dealers or agents who may
receive commissions or discounts from the selling security holders.
We will pay all the expenses incident to the registration of the
shares; however, we will not pay for sales commissions or other
expenses applicable to the sale of our Common Stock registered
hereunder.
Our
Common Stock is quoted on the OTC Markets Group, OTCQB under the
symbol “ZMTP.” The last reported sales price of our
shares of Common Stock on May 27, 2020 was $2.05 per
share.
Our
principal executive office is located at 225 Franklin Street,
Boston, Massachusetts 02110. Our telephone number at that address
is (617) 423-1072. Our website is located at
http://www.zoomtel.com.
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU
SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 OF
THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
OUR SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED UNDER APPLICABLE LOCAL LAWS.
The date of this prospectus is June , 2020.
TABLE OF CONTENTS
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Page
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ZOOM TELEPHONICS, INC.
10,856,325 SHARES OF COMMON STOCK
You should rely only on the information contained in or
incorporated by reference into this prospectus. We have not
provided, and we have not authorized anyone else to provide you
with, different or additional information. You should not assume
that the information contained in this prospectus is accurate as of
any date other than the date on the front of this prospectus
regardless of its time of delivery, and you should not consider any
information in this prospectus or in the documents incorporated by
reference herein to be investment, legal or tax advice. We
encourage you to consult your own counsel, accountant and other
advisors for legal, tax, business, financial and related advice
regarding an investment in our securities.
This
prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any of our securities other than the securities
covered hereby, nor does this prospectus constitute an offer to
sell or the solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Persons who come into
possession of this prospectus in jurisdictions outside the United
States are required to inform themselves about, and to observe, any
restrictions as to the offering and the distribution of this
prospectus applicable to those jurisdictions.
We
further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the accompanying
prospectus were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed
to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
As
used in this prospectus, “Zoom Telephonics,”
“Zoom,” “Company,” “we,”
“our” and “us” refer to Zoom Telephonics,
Inc. unless stated otherwise or the context requires
otherwise.
WHERE YOU CAN FIND MORE
INFORMATION
We
have filed with the Securities and Exchange Commission (the
“SEC”) a registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), with
respect to the shares of Common Stock being offered by this
prospectus. This prospectus does not contain all of the information
in the registration statement and its exhibits. For further
information with respect to us and the Common Stock offered by the
selling security holders, we refer you to the registration
statement and its exhibits. Statements contained in this prospectus
as to the contents of any contract or any other document referred
to are not necessarily complete, and in each instance, we refer you
to the copy of the contract or other document filed as an exhibit
to the registration statement. Each of these statements is
qualified in all respects by this reference.
We are subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and, in accordance therewith, file
annual, quarterly and special reports, proxy statements and other
information with the SEC. These documents may be accessed through
the SEC’s electronic data gathering, analysis and retrieval
system, or EDGAR, via electronic means, including the SEC’s
home page on the Internet (www.sec.gov).
We post on our public website (www.zoomtel.com)
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. Our website and the
information contained on that site, or connected to that site, are
not incorporated into and are not a part of this
prospectus.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The
SEC allows us to incorporate by reference the information and
reports we file with it under File No. 001-37649, which means that
we can disclose important information to you by referring you to
those publicly available documents. The information incorporated by
reference is an important part of this prospectus, and information
disclosed in documents that we file later with the SEC will
automatically add to, update and change information previously
disclosed. If there is additional information in a later filed
document or a conflict or inconsistency between information in this
prospectus or a prospectus supplement and information incorporated
by reference from a later filed document, you should rely on the
information in the later dated document.
We
are incorporating by reference the documents listed below, which we
have already filed with the SEC, and all documents subsequently
filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, including all such documents we may file with the SEC
after the date of this prospectus and before the termination of
this offering (other than, in each case, information furnished
rather than filed):
●
Our
Annual Report on Form 10-K for the year ended December 31, 2019
filed with the SEC on April 15, 2020, as amended by Amendment No. 1
filed with the SEC on April 29, 2020;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
filed with the SEC on May 15, 2020;
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Our
Current Reports on Form 8-K filed with the SEC on January 21, 2020,
March 9, 2020, April 17, 2020, May 12, 2020, May 13, 2020, May 21,
2020 and May 27, 2020 (in each case, except for information
contained therein which is furnished rather than filed);
and
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The
description of the Company’s registered securities filed as
Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on
April 15, 2020.
All
documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering contemplated by this prospectus,
shall be deemed to be incorporated by reference into this
prospectus.
Upon
request, we will provide, without charge, to each person, including
any beneficial owner, to whom a copy of this prospectus is
delivered a copy of the documents incorporated by reference into
this prospectus. You may request a copy of these filings, and any
exhibits we have specifically incorporated by reference as an
exhibit in this prospectus, at no cost by writing or telephoning us
at the following address:
Zoom Telephonics, Inc.
225 Franklin Street
Boston, Massachusetts 02110
Telephone: (617) 423-1072
In
addition, our website address is www.zoomtel.com and such reports are
available under “SEC Filings” on our Investor Relations
website located at https://investor.zoom.net/financials/sec-filings/.
Except for the specific incorporated reports and documents listed
above, no information available on or through our website shall be
deemed to be incorporated into this prospectus or the registration
statement of which it forms a part.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Various
statements contained in or incorporated by reference into this
prospectus constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other
federal and state securities laws. Forward-looking statements are
all statements other than statements of historical fact. We attempt
to identify these forward-looking statements by words such as
"may," "will," "should," "could," "might," "expect," "plan,"
"anticipate," "believe," "estimate," "target," "goal," "predict,"
"intend," "potential," "continue," "seek" and other comparable
words. Similarly, statements that describe our business strategy,
goals, prospects, opportunities, outlook, objectives, plans or
intentions are also forward-looking statements. These statements
may relate to, but are not limited to, expectations of future
operating results or financial performance, macroeconomic trends
that we expect may influence our business, plans for financing or
capital expenditures, expectations regarding liquidity and
compliance with financing covenants, expectations regarding the
introduction of new products, effects of restructuring actions and
changes in our management team, regulatory compliance and expected
changes in the regulatory landscape affecting our business,
internal control improvements, expected impact of litigation and
regulatory proceedings, plans for growth and future operations,
effects of acquisitions, divestitures and partnerships, as well as
assumptions relating to the foregoing.
Forward-looking
statements are inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified. These statements are
based on current expectations and assumptions regarding future
events and business performance and involve known and unknown
risks, uncertainties and other factors that may cause actual events
or results to be materially different from any future events or
results expressed or implied by these statements. These factors
include those set forth in the following discussion and elsewhere
within this prospectus or incorporated by reference herein, as well
as factors that cannot be predicted or quantified.
We
believe that it is important to communicate our future expectations
to our investors. However, there may be events in the future that
we are not able to accurately predict or control and that may cause
our actual results to differ materially from the expectations we
describe in our forward-looking statements. You should not place
undue reliance on forward-looking statements, which apply only as
of the date of this prospectus. You should carefully review the
risk factors described under the heading "Risk Factors" and
elsewhere in our most recent Annual Report on Form 10-K, any
subsequently filed Quarterly Reports on Form 10-Q and any
subsequently filed Current Reports on Form 8-K (other than, in each
case, information furnished rather than filed), all of which are
incorporated by reference in this prospectus, and any risk factors
included in any applicable prospectus supplement. Except as
required by applicable law, including the rules and regulations of
the SEC, we undertake no obligation, and expressly disclaim any
duty, to publicly update or revise forward-looking statements,
whether as a result of any new information, future events or
otherwise. Although we believe the expectations reflected in the
forward-looking statements are reasonable as of the date of this
prospectus, our statements are not guarantees of future results,
levels of activity, performance, or achievements, and actual
outcomes and results may differ materially from those expressed in,
or implied by, any of our statements.
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The following summary provides an overview of certain information
about Zoom and this offering and may not contain all the
information that is important to you. This summary is qualified in
its entirety by, and should be read together with, the information
contained in other parts of this prospectus and the documents we
incorporate by reference. You should carefully review this entire
prospectus, including the matters discussed in “Risk
Factors” beginning on page 5, and our most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q before making
a decision about whether to invest in our securities.
Our Company
Zoom
designs, produces, markets, sells, and supports Internet access and
other communications-related products including cable modems and
gateways, mobile broadband modems, wireless routers, Multimedia
over Coax (“MoCA”) adapters, Digital Subscriber Line
(“DSL”) modems, and dial-up modems. Our primary
objective is to build upon our position as a leading producer of
Internet access devices sold through sales channels that include
many of the largest United States (“USA” or
“US”) high-volume electronics retailers, and to take
advantage of a number of trends in communications including higher
data rates, increasing use of wireless technology for transmission
of data, and increasing use of smartphones, tablets, and streaming
media.
Cable
modem products, including both cable modems and cable gateways,
were Zoom’s highest revenue product category in 2015 through
2019. Cable modems provide a high-bandwidth connection to the
Internet through a cable that connects to the cable service
provider’s managed broadband network. When a cable modem also
includes a built-in WiFi router, it is called a cable modem/router
or cable gateway. We began shipping cable modems in 2000. Our
primary means of distribution to end-users in the US, our primary
market, is through national retailers and distributors. Beginning
in 2016, we started offering cable modems and modem/router
“gateways” under the Motorola brand. In response to
demand for faster connection speeds and increased functionality
including improved WiFi performance and faster Internet speeds, we
have invested and continue to invest resources to advance our cable
modem product line.
Our
mobile broadband products provide or use a cell-modem connection to
the Internet, communicating through a mobile service
provider’s mobile broadband network. These products target
both the consumer and machine-to-machine (“M2M”)
markets. Zoom has sold mobile broadband modems in the past and Zoom
plans to continue to expand its line of mobile broadband
products.
In
August 2016, we extended our Motorola license to a worldwide
exclusive license that includes cable modems and gateways, WiFi
routers, WiFi range extenders, powerline communication devices, and
related products. In August 2017, we further extended our Motorola
license to a worldwide exclusive license for DSL modems and
gateways, cellular modems and gateways, and MoCA products, and to a
worldwide non-exclusive license for cellular sensors. We introduced
under the Motorola brand two WiFi routers, one range extender, and
one MoCA Adapter in 2017. In 2018, we introduced into the retail
market under the Motorola brand two WiFi routers and a DSL
modem/router. In March 2020, Zoom entered into an amendment to
extend the License Agreement with Motorola Mobility LLC (the
“2020 Amendment”) through December 31, 2025. The 2020
Amendment expands Zoom’s exclusive license to use the
Motorola trademark to a wide range of authorized channels
worldwide, including Service Provider Channels. In March 2020, we
entered into a License Agreement with Motorola to sell consumer
grade home security and monitoring products and to provide related
services. This agreement applies to a wide range of products,
including consumer grade cellular modems and gateways, DSL modems
and gateways, and MoCA (Multimedia over Coax) adapters for
networking and home security products and services.
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Corporate Information
We are incorporated in Delaware under the name
Zoom Telephonics, Inc. Zoom Telephonics, Inc. was
originally incorporated in New York in 1977 and changed its state
of incorporation to Delaware in 1993. MTRLC LLC, a wholly owned
subsidiary of Zoom Telephonics, Inc., is a limited liability
company organized in Delaware that focuses on the sale of our
Motorola brand products. Our principal executive offices are
located at 225 Franklin Street, Boston, Massachusetts 02110, and
our telephone number is (617) 423-1072. Our Web site is
at www.zoomtel.com. Information contained on our web site does not
constitute part of this prospectus.
Our
Common Stock is traded on the OTCQB Venture Market
(“OTCQB”) under the symbol ZMTP.
Recent Developments
Bylaws Amendments
On
May 7, 2020, the Company's Board of Directors 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 (iv) make other technical amendments.
Executive Officer Change
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.
Private Placement
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On
May 26, 2020, the Company entered into a Stock Purchase Agreement
(the “Purchase Agreement”) with certain accredited
investors (the “Investors”) in a private placement (the
“Private Placement”) pursuant to which the Company sold
an aggregate of 2,237,103 shares of common stock, par value $0.01
per share (the “Common Stock”) at a purchase price of
$1.52 per share. Several of the Company’s existing investors
participated in the Private Placement, including Palm Global Small
Cap Master Fund LP (“Palm”), the Company’s
cofounder Frank Manning and the Company’s Executive Chairman
Jeremy Hitchcock. Mr. David Allen also participated in the Private
Placement. Palm acted as lead investor in the transaction. The
Private Placement closed on May 27, 2020, and the gross proceeds to
the Company at the closing are approximately $3.4
million.
Pursuant to the
terms of the Purchase Agreement, the Investors agreed to certain
lock-up restrictions on their ability to dispose of the Common
Stock purchased in the Private Placement for six months following
the closing date, subject to certain exceptions. Pursuant to the
terms of the Purchase Agreement, the Company is required to file a
registration statement with the Securities and Exchange Commission
within thirty (30) days of the closing of the Private Placement to
register for resale the shares of Common Stock sold in the Private
Placement.
The
Company is required under the Purchase Agreement to appoint Mr.
Joshua Horowitz and Mr. David Allen to the Company’s Board of
Directors (the “Board”). Effective upon completion of
the Private Placement, the Company’s Board was expanded to
nine directors and Messrs. Horowitz and Allen were appointed to the
newly created Board positions. Pursuant to the Purchase Agreement,
Palm has the right to designate Mr. Horowitz or another designee to
the Board for five years after the date of the Purchase Agreement
and to request that its designee be appointed to each committee of
the Board to the extent approved by an affirmative vote of a
majority of the Board and as otherwise permitted by applicable
Securities and Exchange Commission and stock market requirements.
The Board and committee designation right will terminate upon Palm
ceasing to own at least 5% of the Company’s Common Stock (as
calculated for purposes of Section 13(d) of the Securities Exchange
Act of 1934).
Pursuant
to the Purchase Agreement, Palm agreed to a standstill for a period
ending not later than the earliest to occur of five years after the
date of completion of the Private Placement and two years after Mr.
Horowitz or the Palm designee who succeeds him no longer serves on
the Board.
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Common
Stock offered by selling security holders
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10,856,325
shares
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Terms
of the offering
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The
selling security holders will determine when and how they will sell
the Common Stock offered in this prospectus.
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Common
Stock outstanding*
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23,681,431
shares
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Use of
proceeds
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We are
not selling any shares of Common Stock covered by this prospectus,
and as a result will not receive any proceeds from this
offering.
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OTCQB
Symbol
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ZMTP
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Risk
Factors
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See
“Risk Factors” beginning on page 5 and the other
information in this, together with the information contained under
the heading “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2019 filed with the SEC on
April 15, 2020, as amended by Amendment No. 1 filed with the SEC on
April 29, 2020, any subsequently filed Quarterly Reports on Form
10-Q and any subsequently filed Current Reports on Form 8-K (other
than, in each case, information furnished rather than filed), all
of which are incorporated by reference in this prospectus, as well
as other cautionary statements throughout or incorporated by
reference in this prospectus.
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* Does
not include shares of Common Stock reserved for issuance pursuant
to the Company’s equity incentive plans.
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An
investment in our securities involves a high degree of risk. Before
you invest in our securities you should carefully consider those
risk factors described under, but not limited to, the heading "Risk
Factors" in our most recent Annual Report on Form 10-K, any
subsequently filed Quarterly Reports on Form 10-Q and any
subsequently filed Current Reports on Form 8-K (other than the
portions of those documents not deemed to be filed), which are
incorporated by reference herein, and those risk factors that may
be included in any applicable prospectus supplement, together with
all of the other information included in this prospectus, any
prospectus supplement and the documents we incorporate by
reference. All of these risk factors are incorporated by reference
herein in their entirety. Our business, financial condition or
results of operations could be materially adversely affected by the
materialization of any of these risks. The trading price of our
securities could decline due to the materialization of any of these
risks, and you may lose all or part of your investment. This
prospectus and the documents incorporated herein by reference also
contain forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of
certain factors, including the risks described herein and in the
documents incorporated herein by reference.
We will
not receive any proceeds from the sale of Common Stock by the
selling security holders. All of the net proceeds from the resale
of our Common Stock will go to the selling security holders as
described below in the sections entitled “Selling Security
Holders” and “Plan of Distribution.” We have
agreed to bear the expenses relating to the registration of the
Common Stock for the selling security holders.
The
Common Stock being offered for resale by the selling security
holders consists of 10,856,325 shares of Common Stock, including
4,545,455 shares that were acquired by the selling security holders
in a private placement in May 2019. The following table sets forth
the name of each selling security holder, the number of shares of
Common Stock beneficially owned by each of the selling security
holders as of May 27, 2020 and the number of shares of Common Stock
being offered by the selling security holders. The selling security
holders may offer all or part of the shares for resale from time to
time. However, the selling security holders are under no obligation
to sell all or any portion of such shares nor are the selling
security holders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to
share ownership has been furnished by the selling security
holders.
Name of Selling
Security Holder (1)
|
Total Shares
Beneficially Owned Before Offering
|
Maximum Number of
Shares Being Offered
|
Total Shares
Beneficially Owned After Offering (2)
|
Percent of Total
Shares Outstanding After Offering (2)
|
|
Zulu Holdings
LLC(3)
|
4,549,641
|
3,727,273
|
822,368
|
3.5%
|
|
Frank
B. Manning
|
2,220,773
|
1,745,773
|
475,000
|
2.0%
|
|
Palm
Global Small Cap Master Fund LP(4)
|
1,191,640
|
136,364
|
1,055,276
|
4.5%
|
|
Bruce
M. Kramer Living Trust U/A DTD 07/31/1996
|
400,735
|
300,735
|
100,000
|
*
|
|
James
Besser
|
142,858
|
142,858
|
—
|
—
|
|
JEB Partners
L.P.
|
1,142,858
|
1,142,858
|
—
|
—
|
|
Manchester
Explorer, L.P.
|
2,857,143
|
2,857,143
|
—
|
—
|
|
Morgan
Frank
|
142,858
|
142,858
|
—
|
—
|
|
Peter
Kramer(5)
|
495,839
|
405,839
|
90,000
|
*
|
|
Joseph
L. Wytanis(6)
|
190,910
|
90,910
|
100,000
|
*
|
|
Phil
Stanhope(7)
|
115,000
|
50,000
|
65,000
|
*
|
|
Peter
D. Sykes(8)
|
206,314
|
113,714
|
92,600
|
*
|
|
TOTAL
|
13,656,569
|
10,856,325
|
2,800,244
|
11.8%
|
(1)
In accordance with
Rule 13d-3 under the Exchange Act, a person is deemed to be the
beneficial owner, for purposes of this table, of any shares of
Company Common Stock over which such person has voting or
investment power and of which such person has the right to acquire
beneficial ownership within 60 days of the date hereof. The table
includes shares owned by spouses, other immediate family members,
in trust, shares held in retirement accounts or funds for the
benefit of the named individuals, shares held as restricted stock
and other forms of ownership, over which shares the persons named
in the table may possess voting and/or investment
power.
(2)
Assumes that all
shares of Common Stock registered for resale by this prospectus
have been sold.
(3)
Information
is based on a Schedule 13D/A filed as of May 27, 2020, by Jeremy
Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC
(“Orbit”), Hitchcock Capital Partners, LLC
(“HCP”) and Zulu Holdings LLC (“Zulu”). The
4,549,641 shares are held of record by Zulu. HCP may be deemed the
beneficial owner of the shares as a beneficial owner of the Common
Stock held by Zulu through its ownership of Zulu. As the manager of
Zulu, Orbit may be deemed the beneficial owner of the Common Stock
held by Zulu. As the co-managers of Orbit and HCP, each of Jeremy
P. Hitchcock and Elizabeth Cash Hitchcock may be deemed a
beneficial owner of the shares of Common Stock held by
Zulu.
(4)
Information
is based on a Schedule 13D filed as of May 27, 2020, by Palm Global
Small Cap Master Fund LP (“Palm Global”), Palm
Management (US) LLC, Bradley C. Palmer, and Joshua S. Horowitz. The
1,191,640 shares are held of record by Palm Global. Mr. Horowitz,
due to his positions with Palm Management (US) LLC and as the
director of the general partner of Palm Global, may be deemed to be
a beneficial owner of the shares of Common Stock held by Palm
Global.
(5)
Includes 75,000 shares that Mr. Kramer has
the right to acquire upon exercise of outstanding stock options
exercisable within sixty (60) days after May 27,
2020.
(6)
Includes 90,000 shares that Mr. Wytanis has
the right to acquire upon exercise of outstanding stock options
exercisable within sixty (60) days after May 27,
2020.
(7)
Includes 45,000 shares that Mr. Stanhope has
the right to acquire upon exercise of outstanding stock options
exercisable within sixty (60) days after May 27,
2020.
(8)
Includes 52,500 shares that Mr. Sykes has the
right to acquire upon exercise of outstanding stock options
exercisable within sixty (60) days after May 27,
2020.
*Less
than one percent of shares outstanding.
Participation of Directors and Officers
Certain
of the selling security holders currently serve as executive
officers and/or members of the Board of Directors of the Company,
including Jeremy P. Hitchcock, Executive Chairman of the Board of
Directors, and Frank Manning, Peter D. Sykes and Peter Kramer,
members of the Company’s Board of Directors. Mr. Hitchcock is
the co-manager of two entities that may be deemed to beneficially
own shares held by Zulu, and as such Mr. Hitchcock may be deemed to
beneficially own shares held by Zulu. Joshua Horowitz, due to his
positions with Palm Management (US) LLC and as the director of the
general partner of Palm Global, may be deemed to beneficially own
shares held by Palm Global.
Each
selling security holder and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of
their securities covered hereby on the OTC Markets Group’s
OTCQB or any other stock exchange, market or trading facility on
which the securities are traded or in private transactions. These
sales may be at fixed or negotiated prices. A selling security
holder may use any one or more of the following methods when
selling securities:
●
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
●
block trades in
which the broker dealer will attempt to sell the securities as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
●
purchases by a
broker dealer as principal and resale by the broker-dealer for its
account;
●
an exchange
distribution in accordance with the rules of the applicable
exchange;
●
privately
negotiated transactions;
●
settlement of short
sales entered into after the effective date of the registration
statement of which this prospectus is a part;
●
in transactions
through broker dealers that agree with the selling security holders
to sell a specified number of such securities at a stipulated price
per security;
●
through the writing
or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
●
a combination of
any such methods of sale; or
●
any other method
permitted pursuant to applicable law.
The
selling security holders may also sell securities under Rule 144
under the Securities Act, if available, rather than under this
prospectus.
Broker
dealers engaged by the selling security holders may arrange for
other brokers dealers to participate in sales. Broker dealers may
receive commissions or discounts from the selling security holders
(or, if any broker dealer acts as agent for the purchaser of
securities, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case
of an agency transaction not in excess of a customary brokerage
commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA
IM-2440.
In
connection with the sale of the securities or interests therein,
the selling security holders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in
turn engage in short sales of the securities in the course of
hedging the positions they assume. The selling security holders may
also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to
broker-dealers that in turn may sell these securities. The selling
security holders may also enter into option or other transactions
with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The
selling security holders and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the
resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Each selling security holder has informed the Company that it does
not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the
securities.
The
Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the securities. The
Company has agreed to indemnify the selling security holders
against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Because
selling security holders may be deemed to be
“underwriters” within the meaning of the Securities
Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition,
any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than under this prospectus. The selling security
holders have advised us that there is no underwriter or
coordinating broker acting in connection with the proposed sale of
the resale securities by the selling security holders.
We agreed to keep this registration effective until the earliest of
(i) the date on which the securities have been sold pursuant to
this prospectus or pursuant to Rule 144 under the Securities Act or
any other rule of similar effect, (ii) the date on which the
securities (other than securities held by persons who are
affiliates of the Company) may be resold by the selling security
holders without volume or manner-of-sale restrictions pursuant to
Rule 144 and without the requirement for the Company to be in
compliance with the current public information requirement under
Rule 144; or (iii) May 3, 2024. The resale securities will be sold
only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain
states, the resale securities covered hereby may not be sold unless
they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification
requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the Common Stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In
addition, the selling security holders will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the
timing of purchases and sales of the Common Stock by the selling
security holders or any other person. We will make copies of this
prospectus available to the selling security holders and have
informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).
DESCRIPTION OF CAPITAL STOCK
The
following information describes our Common Stock and preferred
stock, as well as certain provisions of our amended and restated
certificate of incorporation and bylaws. This description is only a
summary. You should also refer to our amended and restated
certificate of incorporation and bylaws, which have been filed with
the SEC as exhibits to our registration statement, of which this
prospectus forms a part.
General
We
are authorized under Delaware law to issue up to 40,000,000 shares
of Common Stock, $.01 par value per share, and 2,000,000 shares of
preferred stock, $.001 par value per share. As of May 27, 2020,
there were 23,681,431 shares of Common Stock issued and outstanding
and no shares of preferred stock issued and
outstanding.
Common Stock
Each
share of Common Stock has the same relative rights and is identical
in all respects with every other share of Common Stock. Each holder
of Common Stock is entitled to one vote for each share held of
record on all matters submitted to a vote of holders of Common
Stock and is not permitted to cumulate votes in the election of our
directors. Holders of our Common Stock do not possess any dividend
or liquidation rights. Holders of our Common Stock have no
redemption, conversion or preemptive rights to purchase or
subscribe for our securities.
Shares
of our Common Stock are traded over-the-counter and sales are
reported on the OTCQB under the symbol
“ZMTP.”
Preferred Stock
Our
Certificate of Incorporation authorizes the issuance of 2,000,000
shares of preferred stock, $.001 par value per share. No shares of
preferred stock are outstanding. The Board of Directors is
empowered, without stockholder approval, to designate and issue
additional series of preferred stock with dividend, liquidation,
conversion, voting or other rights, including the right to issue
convertible securities with no limitations on conversion, which
could adversely affect the voting power or other rights of the
holders of our Common Stock, substantially dilute a Common
Stockholder’s interest and depress the price of our Common
Stock.
The
validity of the securities offered by this prospectus has been
passed upon for us by Nixon Peabody LLP.
The
consolidated balance sheets as of December 31, 2019 and December
31, 2018, and for each of the years in the two-year period ended
December 31, 2019 incorporated by reference into this registration
statement, have been audited by Marcum LLP, an Independent
Registered Public Accounting Firm, as set forth in their report
thereon and included in this registration statement in reliance
upon such report given on the authority of such firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13.
Other
Expenses of Issuance and Distribution
The
following table lists the costs and expenses payable by Zoom in
connection with the offering of securities covered by this
prospectus, other than any sales commissions or discounts. All
amounts shown are estimates except for the SEC registration fee,
and all of the fees and expenses will be borne by
Zoom.
|
SEC Registration
Fee
|
$1,079.00*
|
|
Legal Fees and
Expenses
|
$30,000.00
|
|
Accounting Fees and
Expenses
|
$8,000.00
|
|
Miscellaneous
Costs
|
$600.00
|
|
|
|
|
Total
|
$39,679.00
|
_______________
*
Previously
paid
Item
14.
Indemnification
of Directors and Officers
Zoom's
Certificate of Incorporation and Bylaws authorize it to indemnify
directors, officers, employees and agents of Zoom against expenses
(including attorneys' fees), liabilities and other matters incurred
in connection with any action, suit or proceeding, to the fullest
extent permitted by Section 145 of Delaware General Corporation
Law. In addition, Zoom's Certificate of Incorporation provides that
its directors shall not be personally liable to Zoom or its
stockholders for monetary damages for any breach of fiduciary duty
by such director as a director. Notwithstanding the foregoing, a
director shall be liable to the extent provided by applicable law
(i) for breach of the director's duty of loyalty to Zoom or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an
improper personal benefit.
Zoom
may also advance all reasonable expenses which were incurred by or
on behalf of a present director or officer in connection with any
proceeding to the fullest extent permitted by applicable
law.
The
Bylaws also permit Zoom to enter into indemnity agreements with
individual directors, officers, employees, and other agents. Any
such agreements, together with the Bylaws and Certificate of
Incorporation, may require Zoom, among other things, to indemnify
directors or officers against certain liabilities that may arise by
reason of their status or service as directors (other than
liabilities resulting from willful misconduct of a culpable
nature), to advance expenses to them as they are incurred, and to
obtain and maintain directors' and officers' insurance if available
on reasonable terms.
Zoom
maintains director and officer liability insurance policies
providing for the insurance on behalf of any person who is or was a
director or officer of the company or a subsidiary for any claim
made during the policy period against the person in any such
capacity or arising out of the person’s status as
such.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Item
15.
Recent
Sales of Unregistered Securities
During
the past three years, Zoom has issued the following securities
without registration under the Securities Act pursuant to the
exemptions from registration provided Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D thereunder, in each
case in reliance upon the representations received from the
purchasers of those securities.
On May
26, 2020, Zoom entered into a Stock Purchase Agreement with certain
accredited investors, members of management, and the Board of
Directors in a private placement, pursuant to which Zoom sold an
aggregate of 2,237,103 shares of Common Stock at a purchase price
of $1.52 per share. The private placement closed on May 27, 2020,
and the gross proceeds to the Company at the closing are
approximately $3.4 million.
On May
3, 2019, Zoom entered into a Stock Purchase Agreement with certain
accredited investors, members of management, and the Board of
Directors in a private placement, pursuant to which Zoom sold an
aggregate of 4,545,455 shares of Common Stock at a purchase price
of $1.10 per share. The gross proceeds to the Company at the
closing of the private placement were approximately $5.0
million.
Item
16.
Exhibits
and Financial Statement Schedules
(a) Exhibits
INDEX TO EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
Separation and Distribution Agreement by and between Zoom
Technologies, Inc. and Zoom Telephonics, Inc. (incorporated by
reference to annex B of the preliminary proxy statement
filed by the Company on May 13, 2009).
|
|
|
|
Form of Amended and Restated Certificate of Incorporation of Zoom
Telephonics, Inc. (incorporated by reference to Exhibit 3.1 the
Company’s Registration Statement on Form 10, filed on
September 4, 2009).
|
|
|
|
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Zoom Telephonics, Inc. (incorporated by the
reference to Exhibit 3.1 to the Form 8-K filed by the
Company on November 18, 2015).
|
|
|
|
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Zoom Telephonics, Inc. (incorporated by the
reference to Exhibit 3.1 to the Form 8-K filed by the
Company on July 30, 2019).
|
|
|
|
Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.2 to
the Form 8-K filed by the Company on November 18,
2015).
|
|
|
|
Amended and Restated Bylaws of Zoom Telephonics, Inc. (incorporated
by reference to Exhibit 3.1 to the Form 8-K filed by the
Company on May 31, 2020).
|
|
|
|
Description of Securities (incorporated by reference to Exhibit 4.1
to the Company’s Annual Report on Form 10-K filed on
April 15, 2020).
|
|
|
|
Opinion of Nixon Peabody LLP.
|
|
|
|
Zoom Telephonics, Inc. 2009 Stock Option Plan (incorporated by
reference to Appendix B to the Definitive Proxy Statement
filed by the Company on April 30, 2013).
|
|
|
|
Zoom Telephonics, Inc. 2009 Directors Stock Option Plan
(incorporated by reference to Appendix C to the Definitive
Proxy Statement filed by the Company on April 30,
2013).
|
|
|
|
Zoom Telephonics, Inc. 2019 Stock Option Plan (incorporated by
reference to Appendix D to the Definitive Proxy Statement
filed by the Company on May 28, 2019).
|
|
|
|
Zoom Telephonics, Inc. 2019 Directors Stock Option Plan
(incorporated by reference to Appendix C to the Definitive
Proxy Statement filed by the Company on May 28,
2019).
|
|
|
|
Financing Agreement, dated December 18, 2012, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by the
Company on December 21, 2012).
|
|
|
|
Intellectual Property Security Agreement, dated December 18, 2012,
between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.2 to the Form
8-K filed by the Company on December 21, 2012).
|
|
|
|
Amendment dated March 25, 2014, effective January 1, 2013 to
Financing Agreement, dated December 18, 2012, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by the
Company on November 3, 2015).
|
|
|
|
Amendment dated October 29, 2015, effective January 1, 2013, to
Financing Agreement, dated December 18, 2012, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by the
Company on November 3, 2015).
|
|
|
|
Amendment dated July 19, 2016 to Financing Agreement, dated
December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal
& Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on July 25,
2016).
|
|
|
|
Amendment dated September 1, 2016 to Financing Agreement, dated
December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal
& Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on September 8,
2016).
|
|
|
|
License Agreement, dated May 13, 2015, between Zoom Telephonics,
Inc. and Motorola Mobility LLC (incorporated by reference to
Exhibit 10.3 to the Form 10-Q/A filed by the Company on
December 6, 2016).
|
|
|
|
Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.4 to the Form 10-Q/A filed by the
Company on December 6, 2016).
|
|
|
|
Amendment to License Agreement, dated August 21, 2017, between Zoom
Telephonics, Inc. and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.1 to the Form 10-Q filed by the
Company on November 9, 2017).
|
|
|
|
Amendment dated November 2, 2018 to Financing Agreement, dated
December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal
& Rosenthal, Inc. (incorporated by reference to Exhibit 10.19
to the Registration Statement on Form S-1 filed by the
Company on June 7, 2019).
|
|
|
|
Employment Agreement between Zoom Telephonics, Inc. and Joseph
Wytanis (incorporated by reference to Exhibit 10.1 to the Form
8-K filed by the Company on October 18, 2018).
|
|
|
|
Stock Purchase Agreement, dated as of May 3, 2019, between Zoom
Telephonics, Inc. and the Investors listed therein (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the
Company on May 6, 2019).
|
|
|
|
Employment Agreement between Zoom Telephonics, Inc. and Jacquelyn
Barry Hamilton (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on March 9,
2020).
|
|
|
|
License Agreement, dated March 27, 2020, between Zoom Telephonics,
Inc., MTRLC LLC and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.19 to the Company’s Annual
Report on Form 10-K/A filed on April 29, 2020).
|
|
|
|
Amendment to License Agreement, dated March 27, 2020, between Zoom
Telephonics, Inc. and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.20 to the Company’s Annual
Report on Form 10-K/A filed on April 29, 2020).
|
|
|
|
Amendment to Financing Agreement, dated April 13, 2020, by and
between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.2 to the Form
10-Q filed by the Company on May 15, 2020).
|
|
|
|
Separation Agreement, dated as of May 15, 2020, by and between Zoom
Telephonics, Inc. and Joseph L. Wytanis (incorporated by reference
to Exhibit 10.1 to the Form 8-K filed by the Company on
May 21, 2020).
|
|
|
|
Stock Purchase Agreement, dated May 26, 2020, by and between Zoom
Telephonics, Inc. and the Investors named therein (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the
Company on May 27, 2020).
|
|
|
|
Subsidiaries.
|
|
|
|
Consent of Marcum LLP.
|
|
|
|
Consent of Nixon Peabody LLP (included in Exhibit
5.1).
|
|
|
|
Powers of attorney (included on the signature pages of this
Registration Statement).
|
+
Designates
management contract or compensatory plan or
arrangement.
(b) Financial
Statement Schedule
No
financial schedules are provided because the information either is
not required or is shown in the financial statements or notes
thereto incorporated by reference herein.
The undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or any decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low end or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
(iii)
To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities to be
offered therein, and the offering of such securities at that time
shall be deemed to be an initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any
of the securities being registered which shall remain unsold at the
termination of the offering.
(4)
That,
for the purpose of determining liability under the Securities Act
to any purchaser:
(i)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5)
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing information required by
Section 10(a) of the Securities Act shall be deemed to be part of
and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5)
That,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6)
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston,
Commonwealth of Massachusetts, on June 1, 2020.
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ZOOM TELEPHONICS, INC.
(Registrant)
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Date: June 1,
2020
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By:
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/s/ Jacquelyn Barry
Hamilton
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Name:
Jacquelyn Barry
Hamilton
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Title:
Chief
Financial Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Jeremy P.
Hitchcock and Jacquelyn Barry Hamilton and each of them, as true
and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments, including any post-effective amendments and
supplements, to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing required or necessary to
be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact and agent, or his or her substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ Jeremy
Hitchock
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Executive
Chairman of the Board
(Principal
Executive Officer)
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June 1,
2020
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Jeremy
Hitchcock
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/s/
Jacquelyn Barry Hamilton
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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June 1,
2020
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Jacquelyn Barry
Hamilton
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/s/
David Allen
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Director
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June 1,
2020
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David
Allen
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/s/ Joseph
Donovan
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Director
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June 1,
2020
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Joseph
Donovan
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/s/ Philip
Frank
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Director
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June 1,
2020
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Philip
Frank
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/s/ Joshua
Horowitz
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Director
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June 1,
2020
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Joshua
Horowitz
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/s/ Peter R.
Kramer
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Director
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June 1,
2020
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Peter R.
Kramer
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/s/ Frank B.
Manning
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Director
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June 1,
2020
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Frank B.
Manning
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/s/ Jonathan
Seelig
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Director
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June 1,
2020
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Jonathan
Seelig
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/s/ Peter Sykes
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June 1,
2020
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Peter Sykes
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