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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
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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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99 High
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))
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
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Title
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Press
Release issued by Zoom Telephonics, Inc., dated September 7,
2017.
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Presentation
of Zoom Telephonics, Inc., dated September 7, 2017.
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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:
September 7, 2017
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By:
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/s/
Frank Manning
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Frank
Manning
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President
and Chief Executive Officer and Acting Chief Financial
Officer
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