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) October 29, 2015
 
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.)
 
207 South Street, Boston, MA 02111
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 1.01      Entry into a Material Definitive Agreement.
 
On October 29, 2015, Zoom Telephonics, Inc. (“Zoom”) entered into an amendment to the Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Amendment”).  Effective as of October 1, 2015, the Amendment eliminates the monthly minimum interest payments of $2,500.  Effective as of December 1, 2015, the Amendment reduces the margin rate under the Financing Agreement to 2.25% and keeps the definition of the base rate to be equal to the Prime rate or 3.25% which ever is higher.  Total chargeable interest is equivalent to base plus margin rates.
 
A copy of the Amendment is attached as an exhibit to this Current Report on Form 8-K.  The foregoing description of the exhibit does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is incorporated by reference.
 
Item 9.01      Financial Statements and Exhibits.
 
 
(d)
Exhibits

Exhibit Number
 
Exhibit Description
     
 
Amendment to Financing Agreement between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
 
 
2
 
 
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: November 3, 2015
By:
/s/ Frank Manning  
    Frank Manning  
   
President and Chief Executive Officer
 
       

 
 
 
 
 
3
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Exhibit Description
     
 
Amendment to Financing Agreement between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.

 
 
 
 
4
Exhibit 10.1
 
ROSENTHAL & ROSENTHAL, INC.
1370 Broadway
New York, NY  10018

October 29, 2015
 
Zoom Telephonics, Inc.
207 South Street
Boston, MA  02111

Ladies and Gentlemen:

Reference is made to the Financing Agreement entered into between us dated December 18, 2012, as amended and/or supplemented (the “Financing Agreement”).  Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Financing Agreement.

This will confirm that the Financing Agreement is hereby amended:

1.  
Effective October 1, 2015, as follows:

(a)  
Section 3.4 is amended and restated in its entirety so as to read as follows:

“3.4    A statement of all of Lender's charges shall accompany each monthly statement of the Loan Account and such charges shall be payable by Borrower within 5 Business Days after receipt of such statement. In lieu of the separate payment of charges, Lender, at its option, shall have the right to debit the amount of such charges to Borrower's Loan Account, which charges shall be deemed to be first paid by amounts subsequently credited to the Loan Account. As more fully provided in Section 9.2 hereof, in no event shall the interest charges hereunder exceed the Maximum Rate.” ; and

2.  
Effective December 1, 2015, as follows:

(a)  
Section 1.22 is amended and restated in its entirety so as to read as follows:

“1.22. “Margin” shall mean two and one quarter percent (2.25%) per annum.”

(b)  
Section 3.1 is amended and restated in its entirety so as to read as follows:

“3.1   Borrower agrees to pay to Lender each month interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) (a) on that portion of the average daily balances in the Loan Account during the preceding month that does not exceed the Loan Availability at a rate per annum (the "Effective Rate") equal to the Prime Rate plus the Margin and (b) on the amount of Over-advances, if any, at a rate of 3% per annum in excess of the Effective Rate. Any change in the effective interest rates due to a change in the Prime Rate shall take effect on the date of such change in the Prime Rate provided, that, with respect to Lender’s charges, no decrease in the Prime Rate below 3.25% per annum shall be given any effect.”

 
1
 
 
Except as hereinabove specifically set forth, all of the terms and conditions of the Financing Agreement shall remain in full force and effect and shall continue unmodified.

Very truly yours,

ROSENTHAL & ROSENTHAL, INC.

By: /s/Thomas D. Lauria                                                                            
Thomas D. Lauria, Senior Vice President
 
Agreed:

ZOOM TELEPHONICS, INC.


By: /s/Frank Manning                                                                            
Frank Manning, President and CEO
 

2