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
 
ZOOM TELEPHONICS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-53722
 
04-2621506
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
225 Franklin Street, Boston, MA
 
02110
(Address of Principal Executive Offices)
 
(Zip Code)
 
(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 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.
 
Exhibit Number
 
Title
 
Press release of Zoom Telephonics, Inc., dated May 11, 2020, announcing its financial results for the quarter ended March 31, 2020.
 
Press release of Zoom Telephonics, Inc., dated May 11, 2020, announcing CEO transition.
 
 

 
 
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.
 
 
 
ZOOM TELEPHONICS, INC.
 
 
 
 
 
Dated: May 11, 2020
By:  
/s/ JACQUELYN BARRY HAMILTON
 
 
 
Jacquelyn Barry Hamilton
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Title
 
Press release of Zoom Telephonics, Inc., dated May 11, 2020, announcing its financial results for the quarter ended March 31, 2020.
 
Press release of Zoom Telephonics, Inc., dated May 11, 2020, announcing CEO transition.
 
 
 
 
 
 
 
 
 
 
 
 
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