Zoom Telephonics, Inc.
|
(Name of Issuer)
|
Common Stock, $0.01 par value |
(Title of Class of Securities)
|
98978K107 |
(CUSIP Number)
|
(617) 897-5600
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
October 9, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Jeremy P. Hitchcock
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
OO |
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States |
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,439,4321 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,439,4321
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,439,4321
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.8%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No.
|
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Elizabeth Cash Hitchcock
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
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|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,439,4322
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,439,4322
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,439,4322
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.8%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No.
|
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Orbit Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New Hampshire
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hitchcock Capital Partners, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New Hampshire
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,379,2524
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,2524
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,2524
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Zulu Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New Hampshire
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,379,252
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,252
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,252
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
51.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
• |
an agreement by Frank B. Manning, Peter R. Kramer and Joseph Donovan to resign from the Issuer’s Board of Directors and any other position they hold with the Issuer, effective as of the closing of the purchase of
the shares;
|
• |
an agreement by each of the Sellers, for a period of two years from the closing of the purchase of the shares (or, if earlier, Zulu’s failure to make timely payments for the shares), not to, without the prior
written consent of Zulu: (a) acquire in any manner any securities of the Issuer (other than by exercise of stock options held by the Sellers); (b) solicit proxies or seek to influence any person or entity regarding the voting of any
securities of the Issuer; (c) publicly announce or propose any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Issuer or any of its securities or material assets; (d) form, join
or in any way participate in a group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Issuer; (f) take any action that could reasonably be
expected to require the Issuer to make a public announcement regarding the possibility of any of the foregoing events; or (g) publicly request Zulu to amend or waive any of the foregoing restrictions;
|
• |
mutual non-disparagement undertakings by the Sellers, Zulu and Hitchcock, for a period of three years from the closing of the purchase of the shares (or, in the case of the Sellers’ obligations, if earlier, Zulu’s
failure to make timely payments for the shares); and
|
• |
mutual general releases by the Sellers of Zulu and Hitchcock, and by Zulu and Hitchcock of the Sellers.
|
• |
any transaction or series of transactions between any Restricted Party and the Issuer or any of its subsidiaries, or in which any Restricted Party has a material interest that is different from stockholders of the
Issuer generally;
|
• |
any amendment, modification, termination, enforcement or waiver of the rights of the Issuer or any of its subsidiaries under any agreement involving the Issuer or any of its subsidiaries and any Restricted Party;
|
• |
any settlement or compromise of any claim or dispute involving the Issuer or any of its subsidiaries and any Restricted Party;
|
• |
any purchase or other acquisition of more than 10% of the then total number of outstanding shares of the Issuer’s Common Stock other than in connection with the grant or exercise of stock options, restricted stock
or similar equity-related incentives and other than transfers among affiliates or family members of such party or trusts for their benefit; or
|
• |
any sale, transfer or other disposition of the Issuer’s Common Stock if such transaction would result in the acquiring person or entity to beneficially own more than 20% of the outstanding Common Stock of the
Issuer immediately after giving effect to such transaction, other than sales, transfers or other dispositions (i) among affiliates or family members of such party or trusts for their benefit or (ii) pursuant to a registered underwritten
public offering of the Issuer’s Common Stock.
|
• |
such time as the Restricted Parties beneficially own less than 45.0% of the Issuer’s outstanding Common Stock, or
|
• |
October 9, 2023.
|
Item 5. |
Interest in Securities of the Issuer
|
Name
|
Shares
Beneficially Owned
|
Percentage
Beneficial Ownership
|
Jeremy P. Hitchcock
|
12,439,432
|
51.8
|
Elizabeth Cash Hitchcock
|
12,439,432
|
51.8
|
Orbit Group LLC
|
12,379,252
|
51.5
|
Hitchcock Capital Partners, LLC
|
12,379,252
|
51.5
|
Zulu Holdings LLC
|
12,379,252
|
51.5
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 99.1 |
Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to Exhibit
99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
|
Exhibit 99.2 |
Stock Purchase Agreement dated as of October 9, 2020 by and between Frank B. Manning, Terry Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the Bruce M. Kramer Living Trust under agreement dated July
31, 1996, Elizabeth T. Folsom, and Joseph Donovan, and Zulu Holdings LLC.
|
Exhibit 99.3 |
Standstill and Voting Agreement dated as of October 9, 2020 by and among Zoom Telephonics, Inc., Zulu Holdings LLC and Jeremy P. Hitchcock.
|
/s/ Jeremy P. Hitchcock
|
||
Jeremy P. Hitchcock
|
||
/s/ Elizabeth Cash Hitchcock
|
||
Elizabeth Cash Hitchcock
|
||
Orbit Group LLC
|
||
By:
|
/s/ Jeremy P. Hitchcock
|
|
Name: Jeremy P. Hitchcock
|
||
Title: Manager
|
Hitchcock Capital Partners, LLC
|
|||
By:
|
Orbit Group LLC, its Manager
|
||
|
By:
|
/s/ Jeremy P. Hitchcock
|
|
Name: Jeremy P. Hitchcock
|
|||
Title: Manager
|
|||
Zulu Holdings LLC
|
|||
By:
|
Orbit Group LLC, its Manager
|
||
|
By:
|
/s/ Jeremy P. Hitchcock
|
|
Name: Jeremy P. Hitchcock
|
|||
Title: President
|
(i) |
$2,657,920.50 in cash at Closing, by wire transfer of immediately available funds to the account or accounts designated by the Sellers in writing on or before the Closing Date; and
|
(ii) |
$6,201,814.50 by delivery of a secured promissory note to the Sellers (the “Note”) bearing interest at the rate of 0.14% per annum, in the form attached hereto as Exhibit A.
|
(i) |
Each of Frank B. Manning, Peter R. Kramer and Joseph Donovan shall have delivered the Option Exercise Forms for the Option Shares in the form attached hereto as Exhibit D.
|
(ii) |
Such additional agreements and other materials as Buyer shall reasonably request to effectuate the delivery to Buyer of the Shares, including without limitation the Option Shares;
|
(iii) |
Each of Frank B. Manning, Peter R. Kramer and Joseph Donovan shall deliver the resignations contemplated by Section 4.1 in the form attached hereto as Exhibit E (the “Resignations”).
|
SELLERS:
|
||
/s/ Frank B. Manning
|
||
Frank B. Manning
|
||
/s/ Terry Manning
|
||
Terry Manning
|
||
/s/ Rebecca Manning
|
||
Rebecca Manning
|
||
/s/ Peter R. Kramer
|
||
Peter R. Kramer
|
||
/s/ Bruce M. Kramer
|
||
Bruce M. Kramer
|
||
Bruce M. Kramer Living Trust under agreement dated
July 31, 1996
|
||
By:
|
/s/ Bruce M. Kramer |
|
Bruce M. Kramer, Trustee
|
||
/s/ Elizabeth T. Folsom
|
||
Elizabeth T. Folsom
|
||
/s/ Joseph Donovan
|
||
Joseph Donovan
|
BUYER:
|
||
Zulu Holdings LLC
|
||
By: Orbit Group LLC, its Manager
|
||
By:
|
/s/ Jeremy P. Hitchcock | |
Name: Jeremy P. Hitchcock
|
||
Title: Manager
|
||
Solely with regard to Sections 4.3, 4.4 and 4.5 above:
|
||
/s/ Jeremy Hitchcock
|
||
Jeremy Hitchcock, individually
|
$6,201,814.50
|
October 9, 2020
|
(i) |
Two Million Sixty-Seven Thousand Two Hundred Seventy-One Dollars and .50/1.00 ($2,067,271.50) by wire transfer of immediately available funds on January 9, 2021;
|
(ii) |
Two Million Sixty-Seven Thousand Two Hundred Seventy-One Dollars and .50/1.00 ($2,067,271.50) by wire transfer of immediately available funds on April 9, 2021; and
|
(iii) |
Two Million Sixty-Seven Thousand Two Hundred Seventy-One Dollars and .50/1.00 ($2,067,271.50) by wire transfer of immediately available funds on July 9, 2021 (the “Maturity Date”);
|
MAKER:
|
||
ZULU HOLDINGS LLC, a
|
||
New Hampshire limited liability company
|
||
By: Jeremy P. Hitchcock
|
||
Its: Manager
|
Accepted and Agreed by: | ||
HOLDERS:
|
||
Frank B. Manning
|
||
Terry Manning
|
||
Rebecca Manning
|
||
Peter Kramer
|
||
Bruce M. Kramer
|
||
Bruce M. Kramer Living Trust U/A dated July 31, 1996
|
||
By:
|
||
Bruce M. Kramer, Trustee
|
||
Elizabeth T. Folsom
|
||
Joseph Donovan
|
INITIAL COLLATERAL AGENT:
|
|
Frank B. Manning
|
Holder
|
Initial Principal
Amount of Note
|
First Installment
Payment Due to
Holders Under
Note
(Principal and
Interest)
|
Second
Installment
Payment Due to
Holders Under
Note (Principal
and Interest)
|
Third Installment Payment Due to
Holders Under
Note (Principal
and Interest)
|
Pro Rata
Share (%)
of All
Payments
to be
made to
Holders
|
|||||||||||||||
Frank B. Manning
|
$
|
3,899,477.75
|
$
|
1,301,190.73
|
$
|
1,300,735.79
|
$
|
1,300,280.86
|
62.9
|
%
|
||||||||||
Peter Kramer
|
$
|
843,592.75
|
$
|
281,492.84
|
$
|
281,394.42
|
$
|
281,296.00
|
13.6
|
%
|
||||||||||
Joseph Donovan
|
$
|
249,375.00
|
$
|
83,212.28
|
$
|
83,183.19
|
$
|
83,154.09
|
4.0
|
%
|
||||||||||
Terry Manning
|
$
|
315,000.00
|
$
|
105,110.25
|
$
|
105,073.50
|
$
|
105,036.75
|
5.1
|
%
|
||||||||||
Bruce M. Kramer
|
$
|
250,001.50
|
$
|
83,421.33
|
$
|
83,392.17
|
$
|
83,363.00
|
4.0
|
%
|
||||||||||
Bruce M. Kramer Living Trust U/A dated July 31, 1996
|
$
|
398,189.75
|
$
|
132,869.28
|
$
|
132,822.83
|
$
|
132,776.37
|
6.4
|
%
|
||||||||||
Elizabeth T. Folsom
|
$
|
35,000.00
|
$
|
11,678.92
|
$
|
11,674.83
|
$
|
11,670.75
|
0.6
|
%
|
||||||||||
Rebecca Manning
|
$
|
211,177.75
|
$
|
70,466.50
|
$
|
70,441.86
|
$
|
70,417.22
|
3.4
|
%
|
||||||||||
TOTAL:
|
$
|
6,201,814.50
|
$
|
2,069,442.14
|
$
|
2,068,718.59
|
$
|
2,067,995.05
|
100.00
|
%
|
GUARANTOR:
|
|||
Jeremy P. Hitchcock
|
|||
Date:
|
|||
Accepted and Agreed by:
|
|||
HOLDERS:
|
||
Frank B. Manning
|
||
Terry Manning
|
||
Rebecca Manning
|
||
Peter Kramer
|
||
Bruce M. Kramer
|
||
Bruce M. Kramer Living Trust U/A dated July 31, 1996
|
||
By:
|
||
Bruce M. Kramer, Trustee
|
||
Elizabeth T. Folsom
|
||
Joseph Donovan
|
Seller:
|
Shares
|
Frank B. Manning
|
2,228,273
|
Peter R. Kramer
|
482,053
|
Joseph Donovan
|
142,500
|
Terry Manning
|
180,000
|
Bruce M. Kramer
|
142,858
|
Bruce M. Kramer Living Trust
U/A dated July 31, 1996
|
227,537
|
Elizabeth T. Folsom
|
20,000
|
Rebecca Manning
|
120,673
|
Total
|
3,543,894
|
Seller:
|
Option Shares
|
Frank B. Manning
|
7,500
|
Peter R. Kramer
|
60,000
|
Joseph Donovan
|
60,000
|
Total
|
127,500
|
1. |
______ I intend to do a “same day sale,” buying the options on the same day the same number of shares are sold. I authorize the broker to sell shares at:
|
Attn:
|
|
Phone:
|
|
Fax:
|
Signature of Option Holder
|
Print Name
|
Date
|
Signature
|
Print Name
|
Date
|
ZOOM TELEPHONICS, INC.
|
|||
By:
|
/s/ Jacquelyn Barry Hamilton
|
||
Name:
|
Jacquelyn Barry Hamilton
|
||
Title:
|
Chief Financial Officer
|
||
ZULU HOLDINGS LLC
|
|||
By:
|
/s/ Jeremy P. Hitchcock
|
||
Name:
|
|||
Title: | |||
/s/ Jeremy P. Hitchcock
|
|||
Jeremy P. Hitchcock
|