8-K

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) August 21, 2017

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.)

99 High Street, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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 13(a) of the Exchange Act. [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2017, Zoom Telephonics, Inc. (“Zoom”) entered into an amendment (the “Amendment”) to the Trademark License Agreement, dated May 14, 2015 and as previously amended on August 17, 2016 (as amended, the “Motorola Agreement”), by and between Zoom and Motorola Mobility LLC (“Motorola”). The Motorola Agreement provides an exclusive license for the Motorola brand in connection with consumer cable modem products, including cable modem bridges, cable modem/routers, cable set-top boxes containing cable modems, routers, Wi-Fi range extenders, home powerline network adapters and wireless access points, for the United States and Canada. The term of the Motorola Agreement began on January 1, 2016 and runs through December 31, 2020, and can be extended with mutual agreement. The Amendment expands the scope of products covered by the Motorola Agreement to include exclusive worldwide rights for the Motorola brand for consumer-grade cellular modems and gateways, DSL modems and gateways, and MoCA (Multimedia over Coax) adapters. In addition, the Amendment grants Zoom non-exclusive worldwide rights to use the Motorola brand for consumer-grade cellular home sensors. Pursuant to the terms of the Motorola Agreement, Zoom paid a setup fee to Motorola, and is obligated to pay quarterly royalty payments based on a percentage of net sales of the covered products, subject to minimum royalty amounts. The Amendment increases minimum royalties payable by Zoom to Motorola from $4.0 to $4.5 million in 2019 and from $4.5 million to $5.1 million in 2020.

The foregoing description of the Amendment does not purport to be a complete description of all of the terms of the Amendment, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Commission as an exhibit to Zoom’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2017 (the “Form 10-Q”). Certain terms of the Amendment have been omitted from this Current Report on Form 8-K and will be omitted from the version of the Amendment to be filed as an exhibit to the Form 10-Q pursuant to a Confidential Treatment Request that Zoom plans to submit to the Securities and Exchange Commission at the time of the filing of the Form 10-Q.

Item 8.01. Other Events.

On September 7, 2017, Zoom issued a press release and a related presentation regarding the Amendment.  Copies of the press release and the presentation are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section. The information in this Item 8.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title
99.1	Press Release issued by Zoom Telephonics, Inc., dated September 7, 2017.
99.2	Presentation of Zoom Telephonics, Inc., dated September 7, 2017.

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: September 7, 2017	By:	/s/  Frank Manning
		Frank Manning
		President and Chief Executive Officer and Acting Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Zoom® Expands Motorola Brand License To Include Cellular and DSL Modems and Gateways, MoCA Adapters and Cellular Home Sensors,

Adds To Current Worldwide Rights Which Include Cable Modems and Gateways, Routers, Wi-Fi Range Extenders, Powerline Network Adapters, and Wireless Access Points

Boston, MA, September 7, 2017 –Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), a leading manufacturer of cable modems and other communications products, today announced the signing of an amendment to its license agreement with Motorola Mobility LLC to include the exclusive worldwide rights for the Motorola brand for consumer-grade cellular modems and gateways, DSL modems and gateways, and MoCA (Multimedia over Coax) adapters. In addition, the amendment grants Zoom non-exclusive worldwide rights to use the Motorola brand for consumer-grade cellular home sensors, which are products designed, marketed, and sold for use by consumers for their personal, family or household use.

Starting with shipments in January 2016, Zoom’s worldwide exclusive Motorola brand rights included consumer-grade cable modems and gateways. In August 2016, this license was extended to Wi-Fi and wired routers, Wi-Fi range extenders, powerline network adapters, and wireless access points. In connection with this amendment, Zoom has committed to increased minimum Motorola brand royalties in 2019 and 2020, with the minimum increasing by $500 thousand in 2019 and by $600 thousand in 2020.

Fueled by demand for its highly-rated Motorola branded cable modems and gateways, Zoom’s sales have grown dramatically. Net sales for the first six months of 2017 were approximately $12.0 million, up 79% over net sales for the first six months of 2016.

“We’re excited about expanding our licensing agreement with Motorola Mobility to include these important new product categories,” said Frank Manning, Zoom’s President and CEO. “Motorola branded cable modems and gateways account for the vast majority of our current sales. We continue to develop high-performance cable modems, primarily for the U.S. retail cable modem market, where we are enjoying dramatic sales growth. With this new agreement we have the opportunity to expand the iconic Motorola brand into new product areas that address what we believe to be large and/or fast-growing markets around the world, and we plan to continue developing products in these areas for years to come. By the end of 2017, we plan to be shipping at least two Motorola routers, one DSL gateway, one Motorola range extender, and a line of MoCA adapters. We plan to ship our first cellular sensors in early 2018. We believe the combination of the powerful Motorola brand with our proven ability to produce and support high-performance communication products represents a big opportunity for the future growth of our Company.”

Conference Call

Zoom has scheduled a conference call for today, Thursday September 7, 2017, at 11:00 a.m. Eastern Time. You may access the conference call by dialing (866) 393-7958 if you are in the USA, and international callers may dial (706) 643-5255. The conference ID is 81966663. A slide presentation will accompany management’s remarks and may be accessed five minutes before the conference call at www.zoomtel.com/a3. Shortly after the conference call a recording of the call will be available on Zoom’s website at www.zoomtel.com/m3.

About Zoom Telephonics

Founded in 1977 in Boston, Zoom Telephonics, Inc. designs, produces, markets, and supports cable modems and other communications products. For more information about Zoom and its products, please see www.zoomtel.com .

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 Zoom’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping; Zoom’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Zoom’s dependence on key employees; uncertainty of new product development, including budget overruns, project delays, 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 Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

Investor Relations Contact:

John Nesbett/Jennifer Belodeau

Institutional Marketing Services (IMS)

Phone: 203-972-9200

jnesbett@institutionalms.com

EX-99.2

  EXHIBIT 99.2