Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.
)*
|
Zoom
Telephonics, Inc.
|
|
(Name of
Issuer)
|
|
Common
Stock, par value $0.01
|
|
(Title of Class of
Securities)
|
|
98978K107
|
|
(CUSIP
Number)
|
|
Frank B. Manning
34 ½ Beacon Street, Unit 4S
Boston, MA 02108
(617) 939-6826
Phillip J. Flink, Esq.
Brown Rudnick
One Financial Center, 19th Floor
Boston, MA 02109
(617) 856-855
|
|
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
|
|
September
25, 2020
|
|
(Date of Event
which Requires Filing of this Statement)
|
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Frank
B. Manning
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF,
OO
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
2,228,273
(1)
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
0
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
2,228,273
(1)
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
0
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
2,228,273
(1)
|
||||
|
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)
|
|||
|
9.3%
(2)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Includes 7,500
shares of Common Stock (as defined below) issuable upon exercise of
options, which are exercisable within 60 days.
(2)
Percentage of class
is calculated based on 23,891,142 shares of common stock, par
value $0.01 per share (the “Common Stock”),
outstanding as of August 12,
2020, as reported in the Quarterly Report on Form 10-Q filed by
Zoom Telephonics, Inc. (the “Issuer”) with the
Securities and Exchange Commission (the “SEC”) on August 13, 2020
(the “Form
10-Q”), plus 7,500 shares of Common Stock issuable
upon the conversion of stock options held by Frank B.
Manning.
SCHEDULE
13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Peter
R. Kramer
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF,
OO
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
503,339
(1)
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
0
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
503,339
(1)
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
0
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
503,339
(1)
|
||||
|
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)
|
|||
|
2.1%
(2)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Includes 75,000
shares of Common Stock issuable upon exercise of options, which are
exercisable within 60 days.
(2)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC, plus 75,000 shares of Common Stock issuable upon the
conversion of stock options held by Peter R. Kramer.
SCHEDULE
13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Joseph
Donovan
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF,
OO
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
157,500
(1)
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
0
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
157,500
(1)
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
0
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
157,500
(1)
|
||||
|
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)
|
|||
|
0.7%
(2)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Includes 75,000
shares of Common Stock issuable upon exercise of options, which are
exercisable within 60 days.
(2)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC, plus 75,000 shares of Common Stock issuable upon the
conversion of stock options held by Joseph Donovan.
SCHEDULE
13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Bruce
M. Kramer
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF,
OO
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
380,735
(1)
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
20,000
(2)
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
380,735
(1)
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
20,000
(2)
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
400,735
|
||||
|
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)
|
|||
|
1.7%
(3)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Includes 227,537
shares of Common Stock held by the Bruce M. Kramer Living Trust U/A
dated 07/31/1996 for which Mr. Kramer serves as the sole trustee,
and 220 shares of Common Stock held by the Patricia Joffee Living
Trust U/A dated 06/20/1996 for which Mr. Kramer serves as the sole
trustee.
(2)
Consists of shares
of Common Stock held by Mr. Kramer’s wife, Elizabeth T.
Folsom. Mr. Kramer disclaims
beneficial ownership of the Common Stock held by Ms.
Folsom.
(3)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
SCHEDULE
13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Elizabeth
T. Folsom
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
20,000
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
380,735
(1)
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
20,000
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
380,735
(1)
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
400,735
|
||||
|
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)
|
|||
|
1.7%
(2)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Consists of shares
of Common Stock beneficially owned by Ms. Folsom’s husband,
Bruce M. Kramer. Ms. Folsom disclaims
beneficial ownership of the Common Stock held by Mr.
Kramer.
(2)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
SCHEDULE
13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Terry
Manning
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF,
OO
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
180,000
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
0
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
180,000
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
0
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
180,000
|
||||
|
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)
|
|||
|
0.8%
(1)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
SCHEDULE 13D
|
CUSIP
No.
|
98978K107
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|||
|
Rebecca
Manning
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
|
(a) [
]
(b)
[x]
|
||||
|
3
|
SEC USE
ONLY
|
|||
|
|
||||
|
4
|
SOURCE OF FUNDS
(See
Instructions)
|
|||
|
PF
|
||||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|||
|
[
]
|
||||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
USA
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
120,673
|
|
|||
|
8
|
SHARED VOTING
POWER
|
|
||
|
0
|
|
|||
|
9
|
SOLE DISPOSITIVE
POWER
|
|
||
|
120,673
|
|
|||
|
10
|
SHARED DISPOSITIVE
POWER
|
|
||
|
0
|
|
|||
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
120,673
|
||||
|
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)
|
|||
|
0.5%
(1)
|
||||
|
14
|
TYPE OF REPORTING
PERSON (See
Instructions)
|
|||
|
IN
|
||||
(1)
Percentage of class
is calculated based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
Explanatory
Note
This Schedule 13D
(this “Schedule
13D”) is being filed by the Reporting Persons (as
defined below) and supersedes the Schedule 13G filed with the SEC
by Frank B. Manning on February 14, 1997 and all amendments
thereto.
Item
1.
Security
and Issuer.
The securities to
which this statement on Schedule 13D (this “Statement”) relates are
the common stock, $0.01 par value per share (the
“Common
Stock”), of Zoom Telephonics, Inc., a Delaware
corporation (the “Issuer”). The address of
the principal executive offices of the Issuer is 225 Franklin
Street, Boston, Massachusetts.
Item
2.
Identity
and Background.
This Schedule 13D
is being filed by the following persons (each, a
“Reporting
Person” and collectively, the “Reporting
Persons”):
1.
Frank
B. Manning is a United States citizen. Mr. Manning is retired and
serves as a director for the Issuer. Mr. Manning’s address is
34 ½ Beacon Street, Unit 4S, Boston, MA 02108. Mr. Manning is
the father of Rebecca Manning and the brother of Terry Manning. Mr.
Manning is not a member of the same household as either Rebecca
Manning or Terry Manning.
2.
Peter R. Kramer is
a United States citizen. Mr. Kramer’s principal occupation is
an artist. Mr. Kramer also serves as a
director for the Issuer. Mr. Kramer’s address is 1067 Beacon
Street, Brookline, MA 02446. Mr. Kramer is the brother of Bruce M.
Kramer. Mr. Kramer does not share a household with Bruce M.
Kramer.
3.
Joseph Donovan is a
United States citizen. Mr. Donovan is
retired and serves as a director for the Issuer. Mr.
Donovan’s address is 33 Mary Willet Ct. Harwich, MA
02645.
4.
Bruce M. Kramer is
a United States citizen. Mr. Kramer’s primary occupation is
an engineer for the National Science Foundation, whose primary
business address is 2415 Eisenhower Avenue, Alexandria, VA 22314.
Mr. Kramer’s address is 2664 Marcey Road, Arlington, VA
22207. Mr. Kramer is the husband of
Elizabeth T. Folsom and shares the same household. Mr. Kramer
is the brother of Peter R. Kramer. Mr. Kramer does not share
a household with Peter R. Kramer.
5.
Elizabeth T. Folsom
is a United States citizen. Ms. Folsom’s primary occupation
is a homemaker. Ms. Folsom’s address is 2664 Marcey Road,
Arlington, VA 22207. Ms. Folsom is the wife of Bruce M. Kramer and
shares the same household.
6.
Terry Manning is a
United States citizen. Mr. Manning is
retired. Mr. Manning’s address is 333 Brush Hill Road, Unit
B2, Milton, MA 02186. Mr. Manning is the brother of Frank B.
Manning and the uncle of Rebecca Manning. Mr. Manning is not a
member of the same household as either Rebecca Manning or Frank B.
Manning.
7.
Rebecca Manning is a United States citizen.
Ms. Manning’s primary occupation is a graduate student. Ms.
Manning’s address is 400 West 113th Street, Apartment 522,
New York, NY 10025. Ms. Manning is the daughter of Frank B. Manning
and the niece of Terry Manning. Ms. Manning is not a member of the
same household as either Frank B. Manning or Terry
Manning.
During the last
five years, none of the Reporting Persons have been: (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3.
Source
and Amount of Funds or Other Considerations
All shares of
Common Stock beneficially held by the Reporting Persons were
obtained in the spin-off of the Issuer from Zoom Technologies,
Inc., purchased with their own respective personal funds, or
awarded via equity incentive awards.
Item
4.
Purpose
of Transaction
Each of the
Reporting Persons have discussed with one or more other Reporting
Persons the possible sale of shares of Common Stock they each
beneficially own, including shares issuable upon exercise of stock
options, to one or more of Jeremy P. Hitchcock or certain of his
affiliates (the “Prospective Purchasers”).
After preliminary discussions with Mr. Hitchcock, the Reporting
Persons have each individually decided to pursue the possibility of
such a sale. The parties have not reached agreement on the terms of
any such prospective sale, and there can be no assurance that any
such transaction will be effected.
Mr. Hitchcock and
certain of his affiliates have separately reported that they have
disclosed their possible stock purchase to the Issuer’s Board
and requested that the Issuer’s Board of Directors (the
“Board”) consider and
advise Mr. Hitchcock whether the Issuer has an interest in
acquiring the offered shares. In connection therewith, Mr.
Hitchcock further reported that while the Prospective Purchasers
await the Board’s response to that request, he reserves the
right for one or more of the Prospective Purchasers to proceed with
discussions with the Reporting Persons and any transaction
resulting therefrom at any time. Mr. Hitchcock also reported that
if the transaction is completed, he anticipates that Frank B.
Manning, Peter R. Kramer and Joseph Donovan may resign from the
Issuer’s Board. This issue is also a matter that is subject
to ongoing negotiation.
While the members
of the Reporting Persons are currently cooperating in pursuing
discussions regarding the possible sale of their shares, there are
no agreements or understandings among members of the Reporting
Persons regarding their voting, ownership or disposition of the
shares of Common Stock. Each Reporting Person may terminate such
cooperation, or participating in discussions with the Prospective
Purchasers, at any time. However, by virtue of their current
cooperation, the Reporting Persons may be deemed to constitute a
“group” for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Each
Reporting Person expressly disclaims any assertion or presumption
that it and the other persons on whose behalf this Statement is
filed constitute a “group” for the purposes of Sections
13(d) and 13(g) of the Exchange Act and the rules thereunder. The
filing of this statement should not be construed to be an admission
that any member of the Reporting Persons are members of a
“group” for the purposes of Sections 13(d) and 13(g) of
the Exchange Act. In addition, each Reporting Person expressly
disclaims beneficial ownership of shares of Common Stock held by
any other Reporting Person.
Each Reporting
Person may further acquire, hold, vote, trade, dispose or otherwise
deal in the Common Stock at times, and in such manner, as such
Reporting Person may deem advisable to benefit from, among other
things, (a) changes in the market prices of the shares of Common
Stock; (b) changes in the Issuer’s operations, business
strategy or prospects; or (c) from the change of control, sale or
merger of the Issuer. To evaluate such alternatives, each Reporting
Person may monitor the Issuer’s operations, prospects,
business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as
well as other economic, securities markets and investment
considerations. Consistent with each Reporting Person’s
investment and evaluation criteria, each Reporting Person may
discuss such matters with each other, the management or the Board,
other stockholders, industry analysts, existing or potential
strategic partners or competitors, investment and financing
professionals, sources of credit, and other investors. Such
evaluations and discussions may materially affect, and result in,
among other things, a Reporting Person (a) modifying such Reporting
Person’s ownership of the Common Stock; (b) exchanging
information with the Issuer pursuant to appropriate confidentiality
or similar agreements; (c) proposing changes in the Issuer’s
operations, governance or capitalization; (d) pursuing a
transaction that would result in the Reporting Persons’
acquisition of all or a controlling interest in the Issuer; or (e)
pursuing one or more of the other actions described in this Item
4.
In addition to the
information disclosed herein, each Reporting Person reserves the
right to (a) formulate other plans and proposals; (b) take any
actions with respect to their investment in the Issuer, including
any or all of the actions set forth in this Item 4; and (c) acquire
additional shares of Common Stock or dispose of some or all of the
shares of Common Stock beneficially owned by them, in each case in
the open market, through privately negotiated transactions or
otherwise. Each Reporting Person may at any time reconsider and
change such Reporting Person’s plans or proposals relating to
the foregoing.
Additionally, Frank
B. Manning, Joseph Donovan and Peter R. Kramer serve as members of
the Board of the Issuer.
Item
5.
Interest
in Securities of the Issuer
(a)
As
of the date hereof:
(1)
Frank B. Manning beneficially owns directly
2,228,273 shares of Common Stock, including 7,500 shares issuable
upon the exercise of stock options, representing 9.3% of the
Issuer’s Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on August 13, 2020 (the “Form 10-Q”), plus 7,500
shares of Common Stock issuable upon the conversion of stock
options held by Mr. Manning.
(2)
Peter R. Kramer beneficially owns directly 503,339
shares of Common Stock, including 75,000 shares issuable upon the
exercise of stock options, representing 2.1% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC, plus 75,000 shares of Common Stock issuable upon the
conversion of stock options held by Mr. Kramer.
(3)
Joseph Donovan beneficially owns directly 157,500
shares of Common Stock, including 75,000 shares issuable upon the
exercise of stock options, representing 0.7% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC, plus 75,000 shares of Common Stock issuable upon the
conversion of stock options held by Mr. Donovan.
(4)
Bruce M. Kramer may beneficially own 400,735
shares of Common Stock, representing 1.7% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC. Of the 390,395 shares of Common Stock that Mr. Kramer may
beneficially own: (i) 152,978 shares
are held directly by Mr. Kramer, (ii) 227,537 shares are held by
the Bruce M. Kramer Living Trust U/A dated 7/31/1996, of which Mr.
Kramer is the sole trustee, (iii) 220 shares are held by the
Patricia Joffee Living Trust U/A dated 6/20/1996, of which Mr.
Kramer is the sole trustee, and (iv) 20,000 shares are held
directly by Mr. Kramer’s wife, Elizabeth T. Folsom. Mr.
Kramer disclaims beneficial ownership of the Common Stock held by
Ms. Folsom, which are not directly owned or controlled by Mr.
Kramer.
(5)
Elizabeth T. Folsom may beneficially own 400,735
shares of Common Stock, representing 1.7% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC. Of the 390,395 shares of
Common Stock that Ms. Folsom may beneficially own: (i) 20,000
shares are held directly by Ms. Folsom, (ii) 152,978 shares are held directly by Ms.
Folsom’s husband, Bruce M. Kramer, (iii) 227,537 shares are
held by the Bruce M. Kramer Living Trust U/A dated 7/31/1996, of
which Mr. Kramer is the sole trustee, and (iv) 220 shares are held
by the Patricia Joffee Living Trust U/A dated 6/20/1996, of which
Mr. Kramer is the sole trustee. Ms. Folsom disclaims beneficial
ownership of the Common Stock held by Mr. Kramer directly or on
behalf of either the Bruce M. Kramer Living Trust U/A dated
7/31/1996 or the Patricia Joffee Living Trust U/A dated 6/20/1996,
which are not directly owned or controlled by Ms.
Folsom.
(6)
Terry Manning beneficially owns directly 180,000
shares of Common Stock, representing 0.8% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
(7)
Rebecca Manning beneficially owns directly 120,673
shares of Common Stock, representing 0.5% of the Issuer’s
Common Stock, based on 23,891,142 shares of Common Stock
outstanding as of August 12,
2020, as reported in the Form 10-Q filed by the Issuer with the
SEC.
(b)
As
of the date hereof, each of the Reporting Persons has the sole
power to vote or direct the vote of, and to dispose or direct the
disposition of, the shares beneficially owned directly by such
Reporting Person.
(c)
None of the
Reporting Persons have engaged in any transactions in the Common
Stock in the last 60 days.
(d)
Except as described
herein, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock held by the Reporting Persons.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Frank B. Manning
and Bruce M. Kramer are party to a Stock Purchase Agreement between
the Issuer and certain listed investors dated May 26, 2020 (the
“Stock Purchase
Agreement”), pursuant to which Mr. Manning and Mr.
Kramer are subject to a six-month lock-up period (subject to
certain permitted exceptions, including a Private Transaction as
defined therein) and have certain registration rights regarding the
Common Stock.
The foregoing
summary of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete terms of the Stock Purchase Agreement, which is filed as
Exhibit 2 herewith and is incorporated herein by
reference.
Item
7.
Material
to Be Filed as Exhibits
The following
documents are filed as exhibits:
|
Exhibit
Number
|
Description
|
1.
Joint Filing
Agreement dated September 25, 2020, by and among Frank B. Manning,
Peter R. Kramer, Joseph Donovan, Bruce M. Kramer, Terry Manning,
Rebecca Manning, and Elizabeth T. Folsom.
Signatures
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: September
25, 2020
|
|
|
|
|
/s/ Frank B.
Manning
|
|
|
Frank B.
Manning
|
|
|
|
|
|
/s/ Peter R.
Kramer
|
|
|
Peter R.
Kramer
|
|
|
|
|
|
/s/ Joseph
Donovan
|
|
|
Joseph
Donovan
|
|
|
|
|
|
/s/ Bruce M.
Kramer
|
|
|
Bruce M.
Kramer
|
|
|
|
|
|
/s/ Terry
Manning
|
|
|
Terry
Manning
|
|
|
/s/ Rebecca
Manning
|
|
|
Rebecca
Manning
|
|
|
/s/ Elizabeth T.
Folsom
|
|
|
Elizabeth T. Folsom
|
The original
statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18
U.S.C. 1001).
EXHIBIT 1
JOINT
FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including
additional amendments thereto) with respect to the Common Stock,
par value $0.01 per share, of Zoom Telephonics, Inc., a Delaware
corporation. This Joint Filing Agreement shall be filed as an
Exhibit to such Schedule 13D.
Dated: September
25, 2020
|
|
|
|
|
/s/ Frank B.
Manning
|
|
|
Frank B.
Manning
|
|
|
|
|
|
/s/ Peter R.
Kramer
|
|
|
Peter R.
Kramer
|
|
|
|
|
|
/s/ Joseph
Donovan
|
|
|
Joseph
Donovan
|
|
|
|
|
|
/s/ Bruce M.
Kramer
|
|
|
Bruce M.
Kramer
|
|
|
|
|
|
/s/ Terry
Manning
|
|
|
Terry
Manning
|
|
|
/s/ Rebecca
Manning
|
|
|
Rebecca
Manning
|
|
|
/s/ Elizabeth T.
Folsom
|
|
|
|
|
|