As filed with the Securities and Exchange Commission on June 7,
2019
Registration No. _____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Zoom Telephonics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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3661
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04-2621506
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(State
or other jurisdiction of incorporation or
organization)
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(Primary
Standard Industrial Classification Code Number)
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(I.R.S.
Employer Identification Number)
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99 High Street
Boston, MA 02110
(617) 423-1072
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
Frank Manning
Chief Executive Officer and
Chairman of the Board
99 High Street
Boston, MA 02110
(617) 423-1072
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Stephen D. Brook, Esq.
Robert A. Petitt, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110
(617) 345-3361
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
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 shares 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, a 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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☑
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Emerging
growth company
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☐
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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 the Securities
Act: ☐
CALCULATION OF REGISTRATION FEE
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Title of each
class of securities to be registered
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Amount to be
registered (1) (2)
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Proposed maximum
offering price per share (3)
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Proposed maximum
aggregate offering price (4)
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Amount of
registration fee
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Common Stock, $.01
par value per share
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10,856,325
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$0.82
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$8,902,187
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$1,079
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(1)
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This
Registration Statement covers the resale by our selling
shareholders of 10,856,325 shares of Common Stock.
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(2)
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Also
includes an indeterminate number of shares which may be issued with
respect to such shares of Common Stock by way of a stock dividend,
stock split or in connection with a stock combination,
recapitalization, merger, consolidation, or otherwise.
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(3)
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Calculated
pursuant to Rule 457(c), the fee calculation is based on the
average of the high and low sales prices of our Common Stock on the
OTCQB on June 4, 2019, which was $0.82.
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(4)
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Estimated
solely for the purpose of determining the registration fee in
accordance with Rule 457(a) of the Securities Act of 1933, as
amended.
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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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
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 7, 2019
Prospectus
ZOOM TELEPHONICS, INC.
10,856,325 SHARES OF COMMON STOCK
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 June 4, 2019 was $0.82 per
share.
Our
principal executive office is located at 99 High Street, Boston, MA
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 6 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 7, 2019.
Table of Contents
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Page
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ABOUT
THIS PROSPECTUS
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1
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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PROSPECTUS
SUMMARY
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RISK
FACTORS
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6
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USE OF
PROCEEDS
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14
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SELLING
SECURITY HOLDERS
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PLAN OF
DISTRIBUTION
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DESCRIPTION
OF CAPITAL STOCK
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LEGAL
MATTERS
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EXPERTS
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WHERE
YOU CAN FIND MORE INFORMATION
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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ZOOM TELEPHONICS, INC.
10,856,325 SHARES OF COMMON STOCK
ABOUT THIS PROSPECTUS
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Throughout
this prospectus we make “forward-looking statements,”
as that term is defined in Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements
include the words “may,” “would,”
“could,” “likely,” “estimate,”
“intend,” “plan,” “continue,”
“believe,” “expect” or
“anticipate” and similar words as well as our
acquisition, development and expansion plans, objectives or
expectations and our liquidity projections. These forward-looking
statements generally relate to our plans, objectives, prospects and
expectations for future operations and results and are based upon
what we consider to be reasonable future estimates. Although we
believe that our plans, objectives, prospects and expectations
reflected in, or suggested by, such forward-looking statements are
reasonable at the present time, we may not achieve or we may modify
them from time to time. Furthermore, there is no assurance that any
positive trends suggested or referred to in such statements will
continue. Any forward-looking statements made in this prospectus
are made as of the date of this prospectus and we assume no
obligation to update the forward-looking statements. You should
read this prospectus thoroughly, including the factors described in
the “Risk Factors” section of this prospectus for
information regarding risk factors that could affect our results
with the understanding that actual future results may be materially
different from what we expect. You should understand that it is not
possible to predict or identify all such risks and uncertainties.
Consequently, you should not consider these risks and uncertainties
to be a complete discussion of all potential risks and
uncertainties associated with an investment in us or our
securities. We will not update forward-looking statements even
though our situation or plans may change in the future, unless
applicable law requires us to do so.
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PROSPECTUS SUMMARY
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 6, 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 Telephonics 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 2018. 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.
Our DSL modems provide a high-bandwidth connection to the Internet
through a telephone line that typically connects to compatible DSL
equipment that is managed by the DSL service provider. In past
years Zoom has shipped Asymmetrical DSL (“ADSL”)
modems. Zoom began shipping a DSL AC1600 modem/router with both
Very high bit-rate DSL (“VDSL”) and ADSL capabilities
during the first half of 2018.
Our dial-up modems connect personal computers and other devices to
the local telephone line for transmission of data, fax, voice, and
other information. Our dial-up modems enable personal computers and
other devices to connect to other computers and networks, including
the Internet, at top data speeds up to 56,000 bits per second.
Zoom’s sales of dial-up modems, our largest source of
revenues from the mid-eighties through 2010, have declined
significantly and are expected to continue their decline due to the
ongoing adoption of broadband access.
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. We plan to continue to introduce products in these
categories including mesh routers, cellular modems and
modem/routers, and cellular sensors.
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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 99 High Street,
Boston, MA 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
On May 3, 2019, we 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 we sold an aggregate of
4,545,455 shares of Common Stock at a purchase price of $1.10 per
share. The gross proceeds to us at the closing of the
private placement were approximately $5.0 million. Pursuant
to the terms of the Stock Purchase Agreement, we are required to
file a registration statement with the Securities and Exchange
Commission to register for resale the shares of Common Stock sold
in the private placement. This prospectus relates to the resale of
the 4,545,455 shares of Common
Stock issued pursuant to the Stock Purchase Agreement in addition
to 6,310,870 shares of Common Stock held by other selling security
holders.
On May
24, 2019, we signed a one-year lease agreement that will move our
headquarters from 99 High Street, Boston, MA to 225 Franklin
Street, Boston, MA effective June 27, 2019 through June 30, 2020.
The lease has an automatic renewal option provision and renews
unless cancelled under the terms of the agreement. Monthly rent
expense during this agreement is approximately
$38,000.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You
should carefully consider the risks and uncertainties and all other
information contained in or incorporated by reference in this
prospectus, including the risks and uncertainties discussed under
“Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2018. 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.
Risks Related to Our Business
Our recent license agreement with Motorola has risks, including
risks associated with our ability to successfully generate Motorola
sales that are large enough to make our Motorola business
profitable after we pay the minimum annual royalty payments
required by the license agreement. Our failure to successfully
increase Motorola sales would have an adverse effect on our
liquidity and financial results.
In May 2015 Zoom entered into an agreement to exclusively license
the Motorola brand trademark for use with cable modem products in
North America for five years starting with shipments January 2016.
In August 2016 that agreement was amended to include WiFi routers,
range extenders, and other products worldwide, and to increase the
minimum royalty payments. In August 2017 that agreement was amended
again to include cellular modems and routers, DSL modems and
routers, MoCA Adapters, and cellular sensors, and to increase the
minimum royalty payments. In connection with this opportunity, Zoom
has an aggressive plan to continue to introduce new Motorola brand
products. Our product development plan has and will continue to
increase our costs and may result in cost overruns and delays. If
our sales of Motorola brand products do not meet our forecasts,
this may result in excess inventory and a shortage of cash. In
addition, the license agreement includes significant minimum
quarterly royalty payments due by Zoom, which increased $250
thousand in 2019. If we are unable to sell a sufficient number of
Motorola brand products to offset these minimum royalty payments,
our net income and cash position will be reduced and we may
continue to experience losses.
Tariffs significantly harm our cash flow and profitability, and
they may continue to do that in the future.
From September 24, 2018 to date almost 100% of our products have
been subject to a 10% tariff because they are produced in China and
they are in product categories subject to a 10% tariff on our cost
of goods at the time of entry into the USA. This has a significant
impact on our cost of inventory and profitability. Because these
tariffs may not be reduced and may even be increased, we are
actively working on finding production capability outside China.
Our largest supplier is actively working on setting up a major
production capability in Vietnam, but we do not expect that to
affect us until approximately the third quarter of 2019. It is not
possible to predict the impact of tariffs in the future, but that
could have a material adverse impact on our net income and
cash position will be reduced and we may continue to experience
losses.
We may require additional funding, which may be difficult to obtain
on favorable terms, if at all.
Over the next twelve months we may require additional funding if,
for instance, we buy inventory and develop products in anticipation
of significant Motorola sales, if our sales are lower than
forecast, or if we continue to experience losses. On September 1,
2016, we signed an amendment to our financing agreement to increase
our line of credit to $3.0 million assuming our receivables support
this amount; and this line is subject to covenants that must be met
and may be terminated by the lender at any time upon sixty days
prior notice. It is not certain whether all or part of this line of
credit will be available to us in the future; and other sources of
financing may not be available to us on a timely basis if at all,
or on terms acceptable to us. If we fail to obtain acceptable
additional financing when needed, we may not have sufficient
resources to fund our normal operations; and this would have a
material adverse effect on our business.
We may experience costs and senior management distractions due to
patent-related matters.
Many of our products incorporate patented technology. We attempt to
license appropriate patents either directly or through our
integrated circuit suppliers. However, we are subject to costs and
senior management distractions due to patent-related
litigation.
Patent litigation matters are complex and time consuming and expose
Zoom to potentially material obligations. It is impossible to
assess the potential cost and senior management distraction
associated with patent litigation matters that are currently
outstanding or may occur in the future.
Our reliance on a small number of customers for a large portion of
our revenues could materially harm our business and
prospects.
Relatively few companies account for a substantial portion of the
Company’s revenues. In the first quarter of 2019
two companies accounted for 10% or greater individually, and 81% in
the aggregate of the Company’s total net sales. At March 31,
2019 three companies with an accounts receivable balance of 10% or
greater individually accounted for a combined 67% of the
Company’s accounts receivable. In the first quarter of 2018
three companies accounted for 10% or greater individually, and 92%
in the aggregate of the Company’s total net sales. At March
31, 2018 three companies with an accounts receivable balance of 10%
or greater individually accounted for a combined 84% of the
Company’s accounts receivable.
Our customers generally do not enter into long-term agreements
obligating them to purchase our products. Because of our
significant customer concentration, our net sales and operating
income could fluctuate significantly due to changes in political or
economic conditions or the loss of, reduction of business with, or
less favorable terms for any of our significant customers. A
reduction or delay in orders from any of our significant customers,
or a delay or default in payment by any significant customer could
materially harm our business, results of operation and
liquidity.
Product liability claims related to future sensor products could
harm our competitive position, results of operations and financial
condition.
We plan to introduce products that may be used to monitor for
threats such as fire, flooding, break-ins, medical emergencies, and
other threats; to allow remote control of our Connected Home
products and attached electrical devices; and to cause actions
including alerts and sirens in certain situations. If our
products fail to provide accurate and timely information or to
operate as designed, our customers could assert claims against us
for product liability. Litigation with respect to product
liability claims, regardless of any outcome, could result in
substantial cost to us, divert management’s attention from
operations and decrease market acceptance of our products. While we
intend to carry product liability insurance, we cannot give
any assurance that our current or future insurance coverage will be
sufficient to cover all possible liabilities. Further, we can give
no assurance that adequate insurance will be available to us or
that such insurance may be maintained at a reasonable cost to
us. A successful claim brought against us, or any claim or
product recall that results in negative publicity about us, could
harm our competitive position, results of operations and financial
condition.
The market for Internet access products and services has many
competing technologies, and the demand for certain of our products
and services is declining.
If we are unable to grow demand for our broadband and dial-up
modems or other products, we may be unable to sustain or grow our
business. The market for high-speed communications products and
services has a number of competing technologies. For instance,
Internet access can be achieved by using a standard telephone line
with an appropriate modem and dial-up or DSL service; using a cable
TV line with a cable modem and cable modem service; or using a
mobile broadband modem and mobile broadband service. We
currently sell products that include all these technologies. The
introduction of new products by competitors, market acceptance of
competing products based on new or alternative technologies, or the
emergence of new industry standards have in the past rendered and
could continue to render our products less competitive or even
obsolete.
Our reliance on sole suppliers or limited sources of supply could
materially harm our business.
We obtain certain key parts, components, and equipment from sole or
limited sources of supply. During the first quarter of 2019, the
Company had one supplier that provided 99% of the Company's
purchased inventory. During the first quarter of 2018, the Company
had one supplier that provided 99% of the Company's purchased
inventory. Also, as examples, the vast majority of our broadband
modems use Broadcom chipsets and the vast majority of our dial-up
modems use Conexant chipsets. The loss of the services of any
of our significant suppliers or a material change in their business
or their relationship with us could harm our business and operating
results. In the past we have experienced long lead-times and
significant delays in receiving shipments of modem chipsets from
our sole source suppliers. We may experience similar delays in the
future. In addition, some products may have other components that
are available from only one source. If we are unable to obtain a
sufficient supply of components from our current sources, we would
experience difficulties in obtaining alternative sources or in
altering product designs to use alternative components. Resulting
delays or reductions in product shipments could damage
relationships with our customers, and our customers could decide to
purchase products from our competitors. Inability to meet our
customers’ demand or a decision by one or more of our
customers to purchase products from our competitors could harm our
operating results.
Fluctuations in the foreign currency exchange rates in relation to
the US dollar could have a material adverse effect on our operating
results.
Changes in currency exchange rates that increase the relative value
of the US dollar may make it more difficult for us to compete with
foreign manufacturers on price, may reduce our foreign currency
denominated sales when expressed in dollars, or may otherwise have
a material adverse effect on our sales and operating results. A
significant increase in our foreign currency denominated sales
would increase our risk associated with foreign currency
fluctuations. A weakness in the US dollar relative to the Mexican
peso and various Asian currencies, especially the Chinese renminbi
(“RMB”), could increase our product costs. Fluctuations
in the currency exchange rates have, and may continue to, adversely
affect our operating results.
Capacity constraints in our Mexican operations could reduce our
sales and revenues and hurt customer relationships.
We rely on our Mexican operations to finish and ship most of the
products we sell. Since moving our operations to our Mexican
facility we have experienced and may continue to experience
constraints on our capacity as we address challenges related to
operating our new facility, such as hiring and training workers,
creating the facility’s infrastructure, developing new
supplier relationships, complying with customs and border
regulations, and resolving shipping and logistical issues. Our
sales and revenues may be reduced and our customer relationships
may be impaired if we continue to experience constraints on our
capacity. We are working to minimize capacity constraints in a
cost-effective manner, but there can be no assurance that we will
be able to adequately minimize capacity constraints.
Our reliance on a business processing outsourcing partner to
conduct our operations in Mexico could materially harm our business
and prospects.
In connection with our North American manufacturing operations in
Mexico, we rely on a business processing outsourcing partner to
hire, subject to our oversight, the team for our Mexican
operations, provide the selected facility described above, and
coordinate many of the ongoing logistics relating to our operations
in Mexico. Our outsourcing partner’s related functions
include acquiring the necessary Mexican permits, providing the
appropriate Mexican operating entity, assisting in customs
clearances, and providing other general assistance and
administrative services in connection with the ongoing operation of
the Mexican facility. Our outsourcing partner’s performance
of these obligations efficiently and effectively is critical to the
success of our operations in Mexico. Failure of our outsourcing
partner to perform its obligations efficiently and effectively
could result in delays, unanticipated costs or interruptions in
production, delays in deliveries to our customers or other harm to
our business, results of operation, and liquidity. Moreover, if our
outsourcing arrangement is not successful, we cannot assure our
ability to find an alternative production facility or outsourcing
partner to assist in our operations in Mexico or our ability to
operate successfully in Mexico without outsourcing or similar
assistance.
We believe that our future success will depend in large part on our
ability to more successfully penetrate the broadband modem markets,
which have been challenging markets, with significant barriers to
entry.
We believe that our future success depends in large part on our
ability to penetrate the broadband modem markets including cable
and mobile broadband. These markets have significant barriers to
entry. Although some cable, and mobile broadband modems are sold at
retail, the high volume purchasers of these modems are concentrated
in a relatively few large cable, telephone, and mobile broadband
service providers which offer broadband modem services to their
customers. These customers, particularly cable and mobile broadband
services providers, also have extensive and varied certification
processes for modems to be approved for use on their network. These
certifications are expensive and time consuming, and they continue
to evolve. Successfully penetrating the broadband modem market
therefore presents a number of challenges including: the current
limited retail market for broadband modems; the relatively small
number of cable, telecommunications and Internet service provider
customers that make up the bulk of the market for broadband modems
in certain countries, including the US; the significant bargaining
power of these large volume purchasers; the time consuming,
expensive, uncertain and varied certification process of the
various cable service providers; the savings if any offered to
customers who use their own modem instead of one supplied by the
service provider; and the strong relationships with cable service
providers enjoyed by incumbent cable equipment providers like
Arris.
If we fail to meet changing customer requirements and emerging
industry standards, there would be an adverse impact on our ability
to sell our products and services.
The market for Internet access products and services is
characterized by aggressive pricing practices, continually changing
customer demand patterns, rapid technological advances, emerging
industry standards and short product life cycles. Some of our
product and service developments and enhancements have taken longer
than planned and have delayed the availability of our products and
services, which adversely affected our sales and profitability in
the past. Any significant delays in the future may adversely impact
our ability to sell our products and services, and our results of
operations and financial condition may be adversely affected. Our
future success will depend in large part upon our ability
to: identify and respond to emerging technological trends and
industry standards in the market; develop and maintain competitive
products that meet changing customer demands; enhance our products
by adding innovative features that differentiate our products from
those of our competitors; bring products to market on a timely
basis; introduce products that have competitive prices; manage our
product transitions, inventory levels and manufacturing processes
efficiently; respond effectively to new technological changes or
new product announcements by others; meet changing industry
standards; distribute our products quickly in response to customer
demand; and compete successfully in the markets for our new
products. These factors could also have an adverse effective
on our operating results.
Our product cycles tend to be short and we may incur significant
non-recoverable expenses or devote significant resources to sales
that do not occur when anticipated. Therefore, the resources we
devote to product development, sales and marketing may not generate
material net sales for us. In addition, short product cycles have
resulted in and may in the future result in excess and obsolete
inventory, which has had and may in the future have an adverse
effect on our results of operations. In an effort to develop
innovative products and technology, we have incurred and may in the
future incur substantial development, sales, marketing, and
inventory costs. If we are unable to recover these costs, our
financial condition and operating results could be adversely
affected. In addition, if we sell our products at reduced prices in
anticipation of cost reductions and we still have higher cost
products in inventory, our business would be harmed and our results
of operations and financial condition would be adversely
affected.
Our operations are subject to a number of risks that could harm our
business.
Currently our business is significantly dependent on our operations
outside the US, particularly the production of substantially all of
our products. For the first three months of 2019 sales outside
North America were only 3.0% of our net sales. For the fiscal year
ending December 31, 2018 sales outside North America were only 2.0%
of our net sales. However, almost all of our manufacturing
operations are now located outside of the US. The
inherent risks of international operations could harm our business,
results of operation, and liquidity. For instance, our operations
in Mexico are subject to the challenges and risks associated with
international operations, including those related to integration of
operations across different cultures and languages, and economic,
legal, political and regulatory risks. In addition, fluctuations in
the currency exchange rates have had, and may continue to have, an
adverse effect on our operating results. The types of risks faced
in connection with international operations include, among others:
regulatory and communications requirements and policy changes;
currency exchange rate fluctuation, including changes in value of
the Mexican peso relative to the US dollar; cultural differences;
reduced control over staff and other difficulties in staffing and
managing foreign operations; reduced protection for intellectual
property rights in some countries; political and economic changes
and disruptions; governmental currency controls; shipping costs;
strikes and work slowdowns at ports or other locations in the
supply path; and import, export, and tariff
regulations. Almost
all of our products are built in mainland China or Taiwan, so these
products are subject to numerous risks including currency risk and
economic, legal, political and regulatory risks.
Additionally, the Trump Administration has recently instituted or
proposed other changes in trade policies that include the
negotiation or termination of trade agreements, including the North
America Free Trade Agreement, or NAFTA, economic sanctions on
individuals, corporations or countries, and other government
regulations affecting trade between the US and other countries
where we conduct our business. The Trump Administration has
also negotiated a replacement trade deal for NAFTA with
Mexico and Canada, known as the United States-Mexico-Canada
Agreement, or USMCA, which still needs to be ratified by the
respective government of each of the three countries. It may be
time-consuming and expensive for us to alter our business
operations in order to adapt to or comply with any such
changes. If the United States were to withdraw from or
materially modify NAFTA or other international trade agreements to
which it is a party, or if tariffs were raised on the China-sourced
products that we buy, our costs for such products could increase
significantly, which in turn could have a material adverse effect
on our business, financial condition and results of
operations.
We may be subject to product returns resulting from defects or from
overstocking of our products. Product returns could
result in the failure to attain market acceptance of our products,
which would harm our business.
If our products contain undetected defects, errors, or failures, we
could face delays in the development of our products, numerous
product returns, and other losses to us or to our customers or end
users. Any of these occurrences could also result in the loss of or
delay in market acceptance of our products, either of which would
reduce our sales and harm our business. We are also exposed to the
risk of product returns from our customers as a result of
contractual stock rotation privileges and our practice of assisting
some of our customers in balancing their inventories. Overstocking
has in the past led and may in the future lead to higher than
normal returns.
If we fail to effectively manage our inventory levels, there could
be a material and adverse effect on our liquidity and our
business.
Due to rapid technological change and changing markets we are
required to manage our inventory levels carefully to both meet
customer expectations regarding delivery times and to limit our
excess inventory exposure. In the event we fail to effectively
manage our inventory our liquidity may be adversely affected and we
may face increased risk of inventory obsolescence, a decline in
market value of the inventory, or losses from theft, fire, or other
casualty.
We may be unable to produce sufficient quantities of our products
because we depend on third party manufacturers. If these third
party manufacturers fail to produce quality products in a timely
manner, our ability to fulfill our customer orders would be
adversely impacted.
We use contract manufacturers and original design manufacturers for
electronics manufacturing of most of our products. We use these
third party manufacturers to help ensure low costs, rapid market
entry, and reliability. Any manufacturing disruption could impair
our ability to fulfill orders, and failure to fulfill orders would
adversely affect our sales. Although we currently use four
electronics manufacturers for the bulk of our purchases, in some
cases a given product is only provided by one of these companies.
The loss of the services of any of our significant third party
manufacturers or a material adverse change in the business of or
our relationships with any of these manufacturers could harm our
business. Since third parties manufacture our products and we
expect this to continue in the future, our success will depend, in
part, on the ability of third parties to manufacture our products
cost effectively and in sufficient quantities to meet our customer
demand.
We are subject to the following risks because of our reliance on
third party manufacturers: reduced management and control of
component purchases; reduced control over delivery schedules,
quality assurance, manufacturing yields, and labor practices; lack
of adequate capacity during periods of excess demand; limited
warranties on products supplied to us; potential increases in
prices; interruption of supplies from assemblers as a result of a
fire, natural calamity, strike or other significant event; and
misappropriation of our intellectual property.
Our cable modem sales may be significantly reduced due to long
lead-times.
Cable modems and other broadband modems represented approximately
88% of Zoom’s net sales for the first three months of 2019.
Cable modems and other broadband modems represented approximately
90% of Zoom’s net sales during 2018. These products have
experienced long lead-times due to certain component production
lead-times of up to 20 weeks and due to manufacturer-related
delays, and these long lead times may significantly reduce our
potential sales.
We face significant competition, which could result in decreased
demand for our products or services.
We may be unable to compete successfully. A number of companies
have developed, or are expected to develop, products that compete
or will compete with our products. Furthermore, many of our current
and potential competitors have significantly greater resources than
we do. Intense competition, rapid technological change and evolving
industry standards could result in less favorable selling terms to
our customers, decrease demand for our products or make our
products obsolete. Our operating results and our ability
to compete could be adversely affected if we are unable to:
successfully and accurately anticipate customer demand; manage our
product transitions, inventory levels, and manufacturing processes
efficiently; distribute or introduce our products quickly in
response to customer demand and technological advances;
differentiate our products from those of our competitors; or
otherwise compete successfully in the markets for our
products.
Environmental regulations may increase our manufacturing costs and
harm our business.
In the past, environmental regulations have increased our
manufacturing costs and caused us to modify products. New state,
US, or other regulations may in the future impact our product costs
or restrict our ability to ship certain products into certain
regions.
Changes in current or future laws or governmental regulations and
industry standards that negatively impact our products, services
and technologies could harm our business.
The jurisdiction of the Federal Communications Commission
(“FCC”), extends to the entire US communications
industry including our customers and their products and services
that incorporate our products. Our products are also required to
meet the regulatory requirements of other countries throughout the
world where our products and services are sold. Obtaining
government certifications is time-consuming and costly. In the
past, we have encountered delays in the introduction of our
products, such as our cable modems, as a result of government
certifications. We may face further delays if we are unable to
comply with governmental regulations. Delays caused by the time it
takes to comply with regulatory requirements may result in
cancellations or postponements of product orders or purchases by
our customers, which would harm our business.
In addition to reliability and quality standards, the market
acceptance of certain products and services is dependent upon the
adoption of industry standards so that products from multiple
manufacturers are able to communicate with each other. Standards
are continuously being modified and replaced. As standards evolve,
we may be required to modify our existing products or develop and
support new versions of our products. The failure of our products
to comply, or delays in compliance, with various existing and
evolving industry standards could delay or interrupt volume
production of our products, which could harm our
business.
Our future success will depend on the continued services of our
executive officers and key product development
personnel.
The loss of any of our executive officers or key product
development personnel, the inability to attract or retain qualified
personnel in the future, or delays in hiring skilled personnel
could harm our business. Competition for skilled personnel is
significant. We may be unable to attract and retain all the
personnel necessary for the development of our business. In
addition, the loss of Frank B. Manning, our president, chief
executive officer, and acting chief financial officer or some other
member of the senior management team, a key engineer or
salesperson, or other key contributors, could harm our relations
with our customers, our ability to respond to technological change,
and our business.
We may have difficulty protecting our intellectual
property.
Our ability to compete is heavily affected by our ability to
protect our intellectual property. We rely primarily on trade
secret laws, confidentiality procedures, patents, copyrights,
trademarks, and licensing arrangements to protect our intellectual
property. The steps we take to protect our technology may be
inadequate. Existing trade secret, trademark and copyright laws
offer only limited protection. Our patents could be invalidated or
circumvented. We have more intellectual property assets in some
countries than we do in others. In addition, the laws of some
foreign countries in which our products are or may be developed,
manufactured or sold may not protect our products or intellectual
property rights to the same extent as do the laws of the US. This
may make the possibility of piracy of our technology and products
more likely. We cannot ensure that the steps that we have taken to
protect our intellectual property will be adequate to prevent
misappropriation of our technology.
We could infringe the intellectual property rights of
others.
Particular aspects of our technology could be found to infringe on
the intellectual property rights or patents of others. Other
companies may hold or obtain patents on inventions or may otherwise
claim proprietary rights to technology necessary to our business.
We cannot predict the extent to which we may be required to seek
licenses. We cannot assure that the terms of any licenses we may be
required to seek will be reasonable. We are often indemnified by
our suppliers relative to certain intellectual property rights; but
these indemnifications do not cover all possible suits, and there
is no guarantee that a relevant indemnification will be honored by
the indemnifying party.
We could be subject to additional sales tax or other tax
liabilities.
States have varying policies regarding when a company has a taxable
presence in the state. There are many factors to consider when
determining if state nexus exists, including inventory consignment
to ordering and fulfillment entities such as Amazon. This affects
us, partly because we cannot control the warehouses where Amazon
chooses to store our inventory. We have policies and procedures in
place to collect and pay sales tax for Amazon sales in states where
we believe we have nexus and are required to charge sales tax.
However, it is possible that we will be negatively impacted by a
change in Amazon policy, state laws and policies, court decisions,
Federal law, or our decisions about where sales tax is owed. In
addition, we may incur income tax liability in some states where we
have nexus.
Our revenues may be severely reduced if we are unable to retain the
Motorola brand license for the Motorola brand products we
produce.
The Motorola brand has been an important part of our significant
growth from 2016 through 2018. Our license expires on December 31,
2020; and there are provisions in our license agreement that would
cause expiration at an earlier date. We expect to be able to renew
the license with reasonable minimum royalties and other terms, but
there is no guarantee that we will be successful. If we are not
successful, this could severely reduce our revenues and operating
income at the time when we are unable to benefit from the Motorola
brand.
Risks Related to the Securities Market and Our Common
Stock
The market price of our common stock may be volatile and trading
volume may be low.
The market price of our common stock could fluctuate significantly
for many reasons, including, without limitation: as a result of the
risk factors listed herein; actual or anticipated fluctuations in
our operating results; regulatory changes that could impact our
business; and general economic and industry conditions. Shares of
our common stock are quoted on the OTCQB. The lack of an active
market may impair the ability of holders of our common stock to
sell their shares of common stock at the time they wish to sell
them or at a price that they consider reasonable. The lack of an
active market may also reduce the fair market value of the shares
of our common stock.
We do not expect to pay any dividends in the foreseeable
future.
We do not expect to declare dividends in the foreseeable future. We
currently intend to retain cash to support our operations and to
finance the growth and development of our business. There can be no
assurance that we will have, at any time, sufficient surplus under
Delaware law to be able to pay any dividends. If we do not pay
dividends, the price of our common stock must appreciate for you to
receive a gain on your investment in Zoom Telephonics.
Our directors, executive officers and principal stockholders own a
significant percentage of our shares, which will limit your ability
to influence corporate matters.
Our directors, executive officers and stockholders with over 5% of
our stock together owned more than 50% percent of our outstanding
Common Stock as of May 15, 2019. Accordingly, these
stockholders could have a significant influence over the outcome of
any corporate transaction or other matter submitted to our
stockholders for approval, including mergers, consolidations and
the sale of all or substantially all of our assets and also could
prevent or cause a change in control. The interests of these
stockholders may differ from the interests of our other
stockholders. Third parties may be discouraged from making a tender
offer or bid to acquire us because of this concentration of
ownership.
Our ability to use our net operating losses (“NOLs”)
may be negatively affected if there is an “ownership
change” as defined under Section 382 of the Internal Revenue
Code.
At March 31, 2019 we had approximately $55.0 million in federal
NOLs. These deferred tax assets are currently fully
reserved. Under Internal Revenue Code Section 382 rules,
if a change of ownership is triggered, our ability to use our NOLs
can be negatively affected if there is an “ownership
change” as defined under Internal Revenue Code Section 382.
An ownership change at any time is determined by considering each
shareholder with 5% or more ownership, summing the highest
percentage change for each of those shareholders over the prior
three years, and determining that the sum exceeds 50%. Given
Internal Revenue Code Section 382’s broad definition, an
ownership change could be the unintended consequence of otherwise
normal market trading in the Company’s stock that is outside
of the Company’s control.
Risks Relating to this offering
An investment in the shares is speculative and there can be no
assurance of any return on any such investment.
An
investment in the shares is speculative and there is no assurance
that investors will obtain any return on their investment.
Investors will be subject to substantial risks involved in an
investment in the Company, including the risk of losing their
entire investment.
Common Stock eligible for future sale may adversely affect the
market.
From
time to time, certain of the Company’s shareholders may be
eligible to sell all or some of their shares of Common Stock by
means of ordinary brokerage transactions in the open market
pursuant to Rule 144, promulgated under the Securities Act, subject
to certain limitations. Any substantial sale of the Company’s
Common Stock pursuant to Rule 144 or pursuant to any resale
prospectus (including sales by investors of shares purchased
pursuant to this prospectus) may have a material adverse effect on
the market price of the Common Stock.
USE OF PROCEEDS
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.
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, as further described below. 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 15, 2019 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)
|
3,727,273
|
3,727,273
|
—
|
—
|
|
Frank
B. Manning(4)
|
1,833,273
|
1,745,773
|
87,500
|
*
|
|
Palm
Global Small Cap Master Fund LP
|
227,364
|
136,364
|
91,000
|
*
|
|
Bruce
M. Kramer Living Trust U/A DTD 07/31/1996
|
300,735
|
300,735
|
—
|
—
|
|
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)
|
480,839
|
405,839
|
75,000
|
*
|
|
Joseph
L. Wytanis(6)
|
115,910
|
90,910
|
25,000
|
*
|
|
Phil
Stanhope
|
50,000
|
50,000
|
—
|
—
|
|
Peter
D. Sykes(7)
|
151,214
|
113,714
|
37,500
|
*
|
|
TOTAL
|
11,172,325
|
10,856,325
|
316,000
|
1.1%
|
(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 filed by Jeremy Hitchcock, Elizabeth
Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock
Capital Partners, LLC (“HCP”) and Zulu Holdings LLC
(“Zulu”) on May 13, 2019. The 3,727,273 shares are held
by Zulu. HCP may be deemed the beneficial owner of the shares
as an indirect holder 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 the
beneficial owner of the Common Stock held by Zulu.
(4)
Includes
87,500 shares that Mr. Manning has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after May 15, 2019.
(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 15, 2019.
(6)
Includes
25,000 shares that Mr. Wytanis has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after May 15, 2019.
(7)
Includes
37,500 shares that Mr. Peter Sykes has the right to acquire
upon exercise of outstanding stock options exercisable within sixty
(60) days after May 15, 2019.
*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 Frank Manning, the Company’s Chief Executive
Officer and Chairman, Joseph L. Wytanis, the Company’s
President and Chief Operating Officer, and Peter D. Sykes and Peter
Kramer, members of the Company’s Board of Directors.
Additionally, Jeremy P. Hitchcock, a member of the Company’s
Board of Directors, is the co-manager of two entities that may be
deemed to beneficially own shares held by Zulu Holdings LLC, and as
such Mr. Hitchcock may be deemed to beneficially own shares held by
Zulu Holdings LLC.
Private Placement Financing
On May 3, 2019, the Company 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 the
Company 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.
Pursuant to the terms of the Stock 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 30 months following the closing date, subject to certain
exceptions. Pursuant to the terms of the Stock Purchase Agreement,
the Company is required to file a registration statement with the
Securities and Exchange Commission within 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 Stock Purchase Agreement to
appoint Jeremy Hitchcock and one individual designated by the lead
investor in the offering and approved by the Company’s Board
of Directors, and to appoint replacements in the event of the
designated directors’ resignation. The board designation
rights will terminate upon the lead investor ceasing to own at
least 8% of the Company’s Common Stock on a fully diluted
basis.
Effective upon the closing of the Private Placement, the Board
approved an increase in the size of the Board from five to seven
members and appointed Jeremy Hitchcock and Jonathan Seelig to the
Board to fill the resulting vacancies. The Board also approved the
appointment of Mr. Hitchcock as a member of the Nominating
Committee of the Board.
PLAN OF DISTRIBUTION
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
We are
authorized under Delaware law to issue up to 25,000,000 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 30, 2019,
there were 20,707,636 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 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, of
which 1,000,000 shares have been designated Series A Junior
Participating Preferred Stock. 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.
LEGAL MATTERS
The
validity of the securities offered by this prospectus has been
passed upon for us by Burns & Levinson LLP
EXPERTS
The
consolidated balance sheets as of December 31, 2018 and
December 31, 2017, and for each of the years in the two-year
period ended December 31, 2018 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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1
under the Securities Act with respect to the securities 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 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 that we file later with the SEC will automatically
update and supersede the information already incorporated by
reference. 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 the initial registration
statement and prior to the effectiveness of the registration
statement, except as to any portion of
any future report or document that is not deemed filed under such
provisions, prior to the termination of the
offering:
●
Our
Annual Report on Form 10-K for the year ended December 31,
2018 filed with the SEC on April 1, 2018, as amended by Amendment
No. 1 filed with the SEC on April 30, 2019;
●
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019
filed with the SEC on May 15, 2019;
●
Our
Current Reports on Form 8-K filed with the SEC on January 28, 2019,
February 28, 2019, and May 6, 2019 (in each case, except for
information contained therein which is furnished rather than
filed);
●
Our
definitive proxy statement filed with the SEC on May 28, 2019;
and
●
The description of
our Common Stock contained in our registration statement on Form
10-12G filed with the SEC on July 10, 2009, as amended on August 6,
2009 and September 4, 2009.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus is modified or
superseded for purposes of the prospectus to the extent that a
statement contained in this prospectus or in any other subsequently
filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such
statement.
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.
99 High
Street
Boston,
MA 02110
Telephone:
(617) 423-1072
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
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$1,079.00
|
|
Legal Fees and
Expenses
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$30,000.00
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|
Accounting Fees and
Expenses
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$8,000.00
|
|
Miscellaneous
Costs
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$600.00
|
|
|
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Total
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$39,679.00
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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 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.
On October 24, 2016, Zoom entered into a Subscription Agreements
with certain accredited investors in a private placement, pursuant
to which Zoom sold an aggregate of 619,231 shares of Common Stock
at a purchase price of $2.60 per share. The gross
proceeds to the Company at the closing of the private placement
were approximately $1.6 million.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A list of exhibits filed with this registration statement on Form
S-1 is set forth on the Exhibit Index and is incorporated
herein by reference.
ITEM
17. UNDERTAKINGS
The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii)
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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;
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(iii)
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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.
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provided, however, that
paragraphs (1)(i), (l)(ii) and (l)(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 Securities and Exchange
Commission 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.
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(2)
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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.
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(3)
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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.
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(4)
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That,
for the purpose of determining liability under the Securities Act
to any purchaser:
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(i)
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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
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(ii)
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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.
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(5)
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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.
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(6)
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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.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused 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 7,
2019.
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ZOOM TELEPHONICS, INC.
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By:
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/s/
Frank B. Manning
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Frank
B. Manning
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Chief
Executive Officer and
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Acting
Chief Financial Officer
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KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank B. Manning and
Joseph L. Wytanis, and each of them singly (with full power to each
of them to act alone), as such person’s true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person’s name,
place and stead, in any and all capacities, to sign any or all
amendments (including, without limitation, post-effective
amendments) to this registration statement (or any registration
statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933), and
to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute or substitutes of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/
Frank B. Manning
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Chief
Executive Officer, Chairman of the Board and Acting Chief Financial
Officer
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June 7,
2019
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Frank
B. Manning
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(principal
executive officer and principal financial and accounting
officer)
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/s/
Joseph J. Donovan
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Director
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June 7,
2019
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Joseph
J. Donovan
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/s/
Philip Frank
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Director
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June 7,
2019
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Philip
Frank
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/s/
Jeremy Hitchcock
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Director
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June 7,
2019
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Jeremy
Hitchcock
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/s/
Peter Kramer
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Director
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June 7,
2019
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Peter
Kramer
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/s/
Jonathan Seelig
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Director
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June 7,
2019
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Jonathan
Seelig
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/s/
Peter Sykes
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Director
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June 7,
2019
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Peter
Sykes
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Exhibit Index
(a)
Exhibits:
The
following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement.
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Exhibit No.
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Description of Document
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2.1
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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 on May 13,
2009).
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Form of
Amended and Restated Certificate of Incorporation of Zoom
Telephonics, Inc. (incorporated by reference to Exhibit 3.1 to Zoom
Telephonics, Inc. Registration Statement on Form 10, filed on
September 4, 2009).
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Amendment
to Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Current Report on Form 8-K filed
on November 18, 2015)
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Certificate
of Designation of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K filed on November 18, 2015)
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By-Laws
of Zoom Telephonics, Inc. (incorporated by reference to Exhibit 3.2
to Zoom Telephonics, Inc. Registration Statement on Form 10 filed
with the Commission on September 4, 2009).
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5.1*
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Legal
Opinion of Burns & Levinson LLP.
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Zoom
Telephonics, Inc. 2009 Stock Option Plan (incorporated by reference to Appendix B to the
Definitive Proxy Statement filed on April 30,
2013).
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Zoom
Telephonics, Inc. 2009 Directors Stock Option Plan (incorporated by reference to Appendix C to the
Definitive Proxy Statement filed on April 30,
2013).
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Form of
director option grant pursuant to Zoom Telephonics, Inc. 2009
Directors Stock Option Plan (incorporated by reference to Exhibit
4.3 to the Current Report on Form 8-K filed on December 16,
2009).
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Form of
incentive stock option grant pursuant to Zoom Telephonics, Inc.
2009 Stock Option Plan (incorporated by reference to Exhibit 4.4 to
the Current Report on Form 8-K filed on December 16,
2009).
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Form of
non-qualified stock option grant pursuant to Zoom Telephonics, Inc.
2009 Stock Option Plan (incorporated by reference to Exhibit 4.5 to
the Current Report on Form 8-K filed on December 16,
2009).
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Severance
Agreement between Zoom Telephonics, Inc. and Frank B. Manning
(incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q filed on May 14, 2010).
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Severance
Agreement between Zoom Telephonics, Inc. and Deena Randall
(incorporated by reference to Exhibit 10.3 to the Quarterly Report
on Form 10-Q filed on May 14, 2010).
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Severance
Agreement between Zoom Telephonics, Inc. and Terry Manning
(incorporated by reference to Exhibit 10.4 to the Quarterly Report
on Form 10-Q filed on May 14, 2010).
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Financing
Agreement, dated December 18, 2012, between Zoom Telephonics, Inc.
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed on December
21, 2012).
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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 Current Report on Form 8-K
filed on December 21, 2012)
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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 on November 3,
2015).
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Form of Common Stock Subscription Agreement (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed
on September 28, 2015).
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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 Current Report on Form 8-K filed on July 25,
2016).
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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 Current Report on Form 8-K filed on September
8, 2016).
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10.15
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Form of Common Stock Subscription Agreement (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed
on September 26, 2016).
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License Agreement, dated May 13, 2015, between Zoom Telephonics,
Inc. and Motorola Mobility LLC (incorporated by reference to
Exhibit 10.3 to the Amendment to Quarterly Report on Form 10-Q/A
filed on December 6, 2016).
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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 Amendment to Quarterly Report on
Form 10-Q/A filed on December 6, 2016).
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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 Quarterly Report on Form 10-Q
filed on November 9, 2017).
|
|
|
|
Amendment dated November 2, 2018 to Financing
Agreement, dated December 18, 2012, between Zoom Telephonics, Inc.
and Rosenthal & Rosenthal, Inc.
|
|
|
|
Employment Agreement between Zoom Telephonics, Inc. and Joseph
Wytanis (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed on October 18, 2018).
|
|
|
|
Form of Stock Purchase Agreement dated May 3, 2019 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed
on May 6, 2019).
|
|
|
|
Subsidiaries
(incorporated by reference to Exhibit 21.1 to the Annual Report on
Form 10-K filed on April 1, 2019).
|
|
|
23.1*
|
|
Consent
of Marcum LLP.
|
|
23.2
|
|
Consent
of Burns & Levinson LLP (included in Exhibit 5.1).
|
|
24.1*
|
|
Power
of Attorney (contained in the signature page of this registration
statement).
|
|
101.INS
|
|
XBRL
Instance Document
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL
Taxonomy Calculation Linkbase Document
|
|
101.LAB
|
|
XBRL
Taxonomy Label Linkbase Document
|
|
101.PRE
|
|
XBRL
Taxonomy Presentation Linkbase Document
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
_________
*
Filed
herewith.
#
Management contract
or compensatory plan or arrangement.
†
Confidential
portions of this exhibit have been redacted and filed separately
with the SEC pursuant to a confidential treatment request in
accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
24
