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>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Zoom Telephonics, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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98978K107
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(CUSIP Number)
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Colby Jordan
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 998-8484
Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
55 West 46th Street
New York, NY 10036-4120
(212) 940-3000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
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April 14, 2020
|
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(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 Rule 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).
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SCHEDULE 13D
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| CUSIP No. |
98978K107 |
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1
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NAMES OF REPORTING PERSONS
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Jeremy P. Hitchcock
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||
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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|||
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|||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||
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|||
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5
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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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|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||
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|||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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||
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|
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|||
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8
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SHARED VOTING POWER
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3,779,9531
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||
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|||
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9
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SOLE DISPOSITIVE POWER
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0
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||
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|||
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10
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SHARED DISPOSITIVE POWER
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3,779,9531
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||
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,779,9531
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||
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.8%
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|||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
1 Includes 45,000 shares of the common stock (“Common Stock”) of Zoom Telephonics, Inc. (the “Issuer”) that Jeremy P. Hitchcock has the right to acquire upon
exercise of outstanding stock options that are currently exercisable.
|
SCHEDULE 13D
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| CUSIP No. |
98978K107 |
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1
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NAMES OF REPORTING PERSONS
|
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Elizabeth Cash Hitchcock
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||
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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|||
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|||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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5
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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
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United States
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||
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|||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|
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0
|
|
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||
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|
|
|||
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8
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SHARED VOTING POWER
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3,779,9532
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|||
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9
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SOLE DISPOSITIVE POWER
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0
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||
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|
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|||
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10
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SHARED DISPOSITIVE POWER
|
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3,779,9532
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||
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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3,779,9532
|
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||
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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2 Includes 37,500 shares of Common Stock of the Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are
currently exercisable. The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of Directors (the “Board”) of the Issuer.
|
SCHEDULE 13D
|
|
| CUSIP No. |
98978K107 |
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1
|
NAMES OF REPORTING PERSONS
|
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Orbit Group LLC
|
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|
||
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
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(b)
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☐
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|||
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|||
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| WC |
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|||
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5
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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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|||
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|||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Hampshire
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|
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||
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|||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
|
|
| 0 |
|
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||
|
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|||
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8
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SHARED VOTING POWER
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| 3,727,2733 |
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||
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|||
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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||
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|||
|
10
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SHARED DISPOSITIVE POWER
|
|
|
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| 3,727,2733 |
|
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||
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
<
/td>
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3,727,2733
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||
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|||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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|||
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|||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.5%
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|||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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|||
3 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule
13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.
|
SCHEDULE 13D
|
|
| CUSIP No. |
98978K107 |
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
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Hitchcock Capital Partners, LLC
|
|
|
||
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|||
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|
|||
|
3
|
SEC USE ONLY
|
|
|
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|
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||
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|||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
| WC |
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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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|||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Hampshire
|
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
|
|
|
3,727,2734
|
|
|
||
|
|
|
|||
|
9
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SOLE DISPOSITIVE POWER
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|
0
|
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||
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|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
3,727,2734
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|
|
||
|
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
3,727,2734
|
|
|
||
|
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|||
|
|
|
|||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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|
17.5%
|
|
|
||
|
|
|
|||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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PN
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||
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|||
4 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule
13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.
|
SCHEDULE 13D
|
|
| 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)
|
|
|
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|
AF
|
|
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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
|
|
|
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|
New Hampshire
|
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
|
|
|
3,727,273
|
|
|
||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
3,727,273
|
|
|
||
|
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
3,727,273
|
|
|
||
|
|
|
|||
|
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)
|
|
|
|
|
17.5%
|
|
|
||
|
|
|
|||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
CO
|
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||
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|||
Amendment No. 5 to Schedule 13D
This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu
Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.
This Amendment further amends (i) the Schedule 13D filed on May 3, 2019 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the
Group; (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group; (iii) the Amendment No. 2 to Schedule 13D filed on January 15, 2020 by Jeremy P. Hitchcock,
Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group; (iv) the Amendment No. 3 to Schedule 13D filed on January 21, 2020 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group; and (v) the Amendment No. 4 to Schedule
13D filed on April 8, 2020 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group (collectively, the “Schedule 13D”).
|
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is amended and supplemented by the addition of the following paragraph at the end of Item 4:
As a result of the Special Meeting of the Board, which was commenced and adjourned on April 10, 2020, and subsequently resumed and concluded on April 14,
2020, the Board appointed Jeremy Hitchcock as Executive Chairman of the Board, as reported in Item 5.02 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 17, 2020, which is incorporated herein by reference.
|
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).
|
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
|
Dated as of April 17, 2020
|
/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
|
|||
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By:
|
Orbit Group LLC, its Manager | ||
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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 | ||