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 4, 2020
ZOOM TELEPHONICS, INC.
(Exact Name Of
Registrant As Specified In Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
000-53722
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04-2621506
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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225 Franklin Street, Boston, MA
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02110
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(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 5.01
Changes in Control of Registrant.
The
disclosure set forth in Amendment No. 8 to Schedule 13D filed by
Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC,
Hitchcock Capital Partners, LLC and Zulu Holdings LLC
(“Zulu”) with the SEC on August 4, 2020, reporting a
private transaction that closed on August 4, 2020, is incorporated
herein by reference. The transaction described therein may be
deemed to constitute a change of control of the
Company.
As
required to be disclosed by Item 403(c) of Regulation S-K, other
than the previously disclosed transactions involving Mr. Hitchcock
and Zulu as described in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the SEC on June 4, 2020, which
descriptions are incorporated herein by reference, there are no
arrangements, known to the Company, including any pledge by any
person of securities of the Company, the operation of which may at
a subsequent date result in a change in control of the
Company.
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.
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ZOOM
TELEPHONICS, INC.
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Dated:
August 10, 2020
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By:
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/s/
Jacquelyn Barry Hamilton
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Jacquelyn
Barry Hamilton
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Chief
Financial Officer
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