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) December 4, 2020
 
ZOOM TELEPHONICS, INC.  
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware  
(State or Other Jurisdiction of Incorporation)
 
 000-53722
 04-2621506
 101 Arch Street, Boston, Massachusetts
 (Commission File Number)
 (I.R.S. Employer Identification No.)
 (Address of Principal Executive Offices)
 
 02110
 (Zip Code)
 
(617) 423-1072
(Registrant’s Telephone Number, Including Area Code)  
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐  
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐   
 

 
 
 
Item 2.01    Completion of Acquisition or Disposition of Assets.
 
On December 4, 2020, Zoom Telephonics, Inc. (the “Company”), completed its previously announced acquisition by merger of Minim Inc. (“Minim”). The merger implied a valuation to Minim of approximately $30 million.
 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Resignations of Directors
 
On December 4, 2020, the Board of Directors (the “Board”) of the Company accepted the resignations of David Allen and Peter Sykes. Mr. Allen was a member and the chair of the Compensation Committee of the Board and, by resigning from the Board, also resigned from such committee. Mr. Sykes was a member of the Audit Committee of the Board and, by resigning from the Board, also resigned from such committee.
 
 The resignations of each of Messrs. Allen and Sykes was not the result of any disagreement with the Company, its management, the Board or any committee of the Board, or with respect to any matter relating to the Company’s operations, policies or practices.
 
Appointment of New Directors
 
On December 4, 2020, the Board approved an increase in the size of the Board to eight members and elected each of David Aronoff, Daniel Artusi, Graham Chynoweth, Elizabeth Hitchcock and Sandra Howe to fill certain vacancies, including those left by Messrs. Allen and Sykes.
 
Mr. Aronoff is a General Partner of Flybridge Capital Partners and board member of Draper Laboratories and BetterCloud. Mr. Artusi is a board member of MaxLinear, Inc. (NYSE: MXL), VisIC-Tech, and GenXComm. Mr. Chynoweth has been the Chief Executive Officer of Minim, since June 2019. Ms. Hitchcock is a co-founder of Minim. Ms. Howe is a technology executive, previously with ARRIS, Cisco, and Technetix.
 
Messrs. Aronoff and Chynoweth, and Ms. Hitchcock were each stockholders of Minim. As a result of the merger, each such individual, either directly or through an affiliate, is now a stockholder of the Company. Other than the merger, there are no other transactions in which each such individual has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Hitchcock was elected to the Board following her being designated to serve on the Board by Zulu Holdings LLC pursuant to the board designation rights granted under that certain Stock Purchase Agreement, dated as of May 3, 2019, by and among the Company and the accredited investors named therein. Ms. Hitchcock is the spouse of Jeremy Hitchcock, the Chairman of the Board. Other than the merger and the previously disclosed transactions involving Zulu Holdings LLC, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on June 4, 2020 or in a Form 8-K of the Company filed with the SEC subsequent thereto, which disclosures of any such transactions are incorporated herein by reference, there are no other transactions in which Ms. Hitchcock has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K. Neither Mr. Artusi nor Ms. Howe has any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which either Mr. Artusi and Ms. Howe have an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.
 
Appointment of New Officers
 
In connection with the merger and effective as of December 4, 2020, the Board appointed each of Mr. Chynoweth, age 42, as the Company’s Chief Executive Officer of the Company; Sean Doherty, age 39, as the Company’s Chief Financial Officer; and Ms. Nicole Hayward Zheng, age 35, as the Company’s Chief Marketing Officer.
 
Mr. Chynoweth has been the Chief Executive Officer of Minim since June 2019. Prior to Minim, he served as Chief Membership Officer for Advanced Regenerative Manufacturing Institute from January 2017 to June 2019, and Executive Vice President & Chief Operating Officer of SilverTech, Inc. from January 2015 to December 2016. Mr. Chynoweth was also the Chief Operating Officer of Dyn from November 2005 to December 2014. He is a Founding Board Member, and has been a member of the compensation, governance, and audit committees of Primary Bank (OTCPK: PRMY) since November 2014. He has also served as a director for PT United, LLC since August 2016. Mr. Chynoweth holds a JD from Duke University School of Law, an MA in Public Policy from Duke University, and a BA in political science from the University of California, Berkeley.
 
Mr. Doherty replaces Jacquelyn Barry Hamilton as the Company’s Chief Financial Officer. Mr. Doherty has been the Senior Vice President, Finance of Minim, since May 2020. Prior to joining Minim, he was the Managing Member at Pulpit Rock Consulting from August 2019 to October 2020. From October 2018 to July 2019, Mr. Doherty was a Director, Financial Planning & Analysis at Bottomline Technologies, Inc. (NASDAQ: EPAY). Prior to his time at Bottomline, Mr. Doherty was the Senior Manager of Finance at Dyn and then at Oracle Corporation (NYSE: ORCL) from March 2012 to October 2018. He has also served on the Board of Directors and Finance Committee of The Visiting Nurse Association of Southern New Hampshire since April 2017. Mr. Doherty holds a B.S. in Economics and Finance from Southern New Hampshire University as well as an MBA in Finance and International Business from Northeastern University.
 
 
 
 
Ms. Hayward Zheng is a co-founder of Minim and has been the Chief Marketing Officer and Chief Product Officer of Minim, since April 2018. Ms. Hayward Zheng was recognized in Entrepreneur as a Top Female Founder in the United States in July 2020. Prior to Minim, she was the Chief Marketing Officer at Antidote Technologies from April 2017 to April 2018, and at OnSIP from February 2010 to April 2017. She has served as a board member of Alliance of Channel Women, a nonprofit on a mission to advance careers for women in the telecom and broadband services sector, from January 2013 to November 2016. Ms. Hayward Zheng holds a B.S. in Materials Science Engineering and B.S. in Engineering and Public Policy from Carnegie Mellon University, as well as business certifications from The Wharton School Online.
 
Other than in connection with their positions at Minim, there are no related party transactions between the Company and any of Messrs. Chynoweth and Doherty, or Ms. Hayward Zheng, and no such individual is related to, or has any relationship with, any existing member of the Board or any executive officer of the Company.
 
Item 7.01    Regulation FD Disclosure.
 
On December 7, 2020, the Company issued a press release announcing the consummation of the merger, the resignation of certain directors, and the appointment of new directors and officers of the Company. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
 
The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
 
Title
 
Press release of Zoom Telephonics, Inc., dated December 7, 2020.
 
 
 
 
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: December 7, 2020
By:  
/s/ Graham Chynoweth
 
 
 
Graham Chynoweth
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 

 
  Exhibit 99.1
 
Zoom Telephonics Completes Merger and Rebrands as Minim (OTCQB: MINM);
Company Announces Reconstituted Board of Directors
Combination brings intelligent WiFi and cable modem products operated under an exclusive Motorola® brand license to the multi-billion dollar consumer and business connectivity solutions market
 
MANCHESTER, NH, December 7, 2020 – Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), a leading creator of cable modems and other Internet access products under the Motorola brand, today announced that it has completed its merger with Minim Inc., the AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers. Beginning December 8, 2020, the combined company will begin trading as “MINM” (OTCQB: MINM).
 
“Secure, robust home connectivity is now essential for work and life,” said Gray Chynoweth, newly appointed CEO of the combined company. “What comes next is rapid innovation, where market leaders with vertically-integrated solutions have a speed and technology advantage. That is what Minim now brings to bear. With powerful hardware, intelligent software, an expert team, and the trusted Motorola brand, Minim delivers connectivity that consumers around the world need and deserve.”
 
The merger was previously announced on November 12, 2020 and was completed on December 4, 2020.
 
The company also announced today the appointment of five new members to the company’s board of directors. With these changes, the Minim board consists of eight members, five of whom are independent. The company also announced the resignation of two current board members, Peter Sykes and David Allen. The following directors will join Jeremy Hitchcock, Executive Chairperson, Phil Frank, and Joshua Horowitz on the new board:
 
●
David Aronoff, General Partner at Flybridge Capital Partners, Board Member of Draper Laboratories and BetterCloud
●
Dan Artusi, Board Member of MaxLinear (NYSE: MXL), VisIC-Tech, and GenXComm
●
Graham Chynoweth, Minim CEO
●
Elizabeth Hitchcock, Principal at Orbit Group
●
Sandra Howe, Technology Executive, previously with ARRIS, Cisco, and Technetix
 
“On behalf of the entire company, I would like to thank Peter and Dave for their exceptional leadership throughout their terms,” said Jeremy Hitchcock, Executive Chairperson. “We have big shoes to fill, and to that end, I am proud to welcome a new group of seasoned directors. By drawing upon the deep industry expertise from Dan and Sandra, combined with the entrepreneurial experience from David, Elizabeth, and Graham, Minim is positioned for remarkable growth.”
 
Minim’s go-forward leadership team now includes: Graham Chynoweth, CEO; Sean Doherty, CFO; Nicole Zheng, CMO; and Alec Rooney, CTO.
 
Investors are directed to Minim’s filings with the Securities and Exchange Commission at http://www.sec.gov for additional information concerning the merger and merger agreement.
 
 
 
 
About Minim
 
Minim (OTCB: ZMTP and OTCQB: MINM, effective December 8, 2020) is the creator of innovative internet access products that dependably connect people to the information they need and the people they love. Headquartered in Manchester, NH, the company delivers smart software-driven communications products under the globally recognized Motorola® brand. Minim end users benefit from a personalized and secure WiFi experience, leading to happy and safe homes where things just work. To learn more, visit https://www.minim.co.
 
MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.
 
Forward Looking Statements
This release contains forward-looking information relating to Minim’s plans, expectations, and intentions, including statements about the effects of the merger. Actual results may be materially different from expectations as a result of known and unknown risks, including: risks associated with Minim’s potential inability to realize intended benefits of the merger; the potential increase in tariffs on the Company's imports; potential difficulties and supply interruptions from moving the manufacturing of most of the Company’s products to Vietnam; potential changes in NAFTA; the potential need for additional funding which Minim may be unable to obtain; declining demand for certain of Minim’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Minim’s production and shipping; Minim’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Minim’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; and other risks set forth in Minim’s filings with the Securities and Exchange Commission. Minim cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Minim expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Minim’s expectations or any change in events, conditions or circumstance on which any such statement is based.
 
Investor Relations Contact:
Beth Kurth, Partner, Conway Communications
Phone: 617.584.9650
Email: bkurth@conwaycommsir.com