UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) July 25, 2019
 
ZOOM TELEPHONICS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-53722
 
04-2621506
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
225 Franklin Street, 26th Floor, Boston, MA
 
02110
(Address of Principal Executive Offices)
 
(Zip Code)
 
(617) 423-1072
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐  
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐   
 

 
 
 
Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On July 25, 2019, Zoom Telephonics, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware. The Charter Amendment increased the number of authorized shares of the Company’s common stock from 25,000,000 to 40,000,000. The Charter Amendment became effective on July 25, 2019.
 
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 9.01    Financial Statements and Exhibits .
 
(d) Exhibits.
 
Exhibit Number
 
Title
3.1
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.
 
 
 
 
2
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ZOOM TELEPHONICS, INC.
 
 
 
 
 
Dated: July 30, 2019
By:  
/s/  Frank Manning
 
 
 
Frank Manning
 
 
 
Chief Executive Officer and
Acting Chief Financial Officer
 
 
 
 
 
 
 
 
 
3
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT 
TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
  
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
 
Zoom Telephonics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
 
FIRST:   The name of the Corporation is Zoom Telephonics, Inc.
 
SECOND:   The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is March 25, 1993, and was amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 22, 2009, as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on November 16, 2015 (as amended and restated, the “Certificate”).
 
THIRD:   The Corporation hereby amends the Certificate as follows:
 
ARTICLE FOURTH of the Certificate is hereby deleted in its entirety and amended to read as follows:
 
“The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Forty-Two Million (42,000,000), of which Forty Million (40,000,000) shares shall be Common Stock, having a par value of $.01 per share, and of which Two Million (2,000,000) shares shall be Preferred Stock, having a par value of $.001 per share.
 
The Board of Directors of the Corporation is authorized, subject to limitations prescribed by the DGCL and the provisions of this Certificate of Incorporation, to provide, by resolution or resolutions from time to time and by filing a certificate or certificates of designations pursuant to the DGCL, for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, the voting powers (if any) of the shares to be included in each such series, to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise specifically provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.”
 
FOURTH:   This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
[Signature page follows]
    
 
1
 
 
IN WITNESS WHEREOF, Zoom Telephonics, Inc. has caused this Certificate of Amendment to be signed by its chief executive officer and acting chief financial officer this 25th day of July, 2019.
 
 
ZOOM TELEPHONICS, INC.
 
 
 
 
 

By:  
/s/ Frank B. Manning  
 
 
 
Frank B. Manning
 
 
 
Chief Executive Officer and Acting Chief Financial Officer
 
 
 
 
 
 
2