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. 1)*
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)
|
|
October 9, 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
|
|
|
0
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
0
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
0
|
|
|||
10
|
SHARED
DISPOSITIVE POWER
|
|
||
0
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
0
|
||||
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%
|
||||
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
|
|||
IN
|
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
21,286
(1)
8
SHARED
VOTING POWER
0
9
SOLE
DISPOSITIVE POWER
21,286
(1)
10
SHARED
DISPOSITIVE POWER
0
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,286
(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)
<0.1%
(1)
14
TYPE OF
REPORTING PERSON (See
Instructions)
IN
(1)
Includes 15,000
shares of Common Stock issuable upon exercise of options, which are
exercisable within 60 days.
(2)
<
font style="font-family: Times New Roman; font-size: 13px">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”).
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
|
|
|
15,000
(1)
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
0
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
15,000
(1)
|
|
|||
10
|
SHARED
DISPOSITIVE POWER
|
|
||
0
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
15,000
(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)
|
|||
<0.1%
(1)
|
||||
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
|
|||
IN
|
(1)
Consists of 15,000
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.
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
|
|
|
10,340
(1)
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
0
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
10,340
(1)
|
|
|||
1
0
|
SHARED
DISPOSITIVE POWER
|
|
||
0
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
10,340
(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)
|
|||
<0.1%
(2)
|
||||
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
|
|||
IN
|
(1)
Includes 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)
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
|
|
|
0
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
10,340
(1)
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
0
|
|
|||
10
|
SHARED
DISPOSITIVE POWER
|
|
||
10,340
(1)
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
10,340
(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)
|
|||
<0.1%
(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
|
|
|
0
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
0
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
0
|
|
|||
10
|
SHARED
DISPOSITIVE POWER
|
|
||
0
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
0
|
||||
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%
|
||||
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
|
|||
IN
|
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
|
|
|
0
|
|
|||
8
|
SHARED
VOTING POWER
|
|
||
0
|
|
|||
9
|
SOLE
DISPOSITIVE POWER
|
|
||
0
|
|
|||
10
|
SHARED
DISPOSITIVE POWER
|
|
||
0
|
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
0
|
||||
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%
|
||||
14
|
TYPE OF
REPORTING PERSON (See
Instructions)
|
|||
IN
|
Explanatory Note
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is
being filed by the Reporting Persons as an amendment to the
statement on Schedule 13D relating to the common stock, $0.01 par
value per share (the “Common Stock”), of Zoom
Telephonics, Inc., a Delaware corporation (the “Issuer”), filed with the
SEC by the Reporting Persons on September 24, 2020 (the
“Prior Schedule
13D”).
All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to the terms in the Prior Schedule 13D. The Prior
Schedule 13D is hereby amended and supplemented as follows and,
except as expressly amended below, the Prior Schedule 13D remains
in full force and effect.
Item
2.
Identity
and Background.
Pursuant
to the terms of the Stock Purchase Agreement (defined in Item 4 of
this Schedule), each of Frank B. Manning, Peter R. Kramer and
Joseph Donovan have resigned as a member of the Board of Directors
of the Issuer.
Item
4.
Purpose
of the Transaction
See
Item 5(c) below.
Item
5.
Interest
in Securities of the Issuer
(a)
As
of the date hereof:
(1)
Frank B. Manning beneficially owns no shares of
Common Stock in the Issuer.
(2)
Peter R. Kramer beneficially owns directly 21,286
shares of Common Stock, including 15,000 shares issuable upon the
exercise of stock options, representing less than 0.1% 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 Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on August 13, 2020 (the “Form 10-Q”).
(3)
Joseph Donovan beneficially owns directly 15,000
shares of Common Stock, consisting of 15,000 shares issuable upon
the exercise of stock options, representing less than 0.1% 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.
(4)
Bruce M. Kramer may beneficially own 10,340 shares
of Common Stock, representing less than 0.1% 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. Of the 10,340 shares of Common Stock that Mr.
Kramer may beneficially own: (i)
10,120 shares are held directly by Mr. Kramer, and (ii) 220 shares
are held by the Patricia Joffee Living Trust U/A dated 6/20/1996,
of which Mr. Kramer is the sole trustee.
(5)
Elizabeth T. Folsom may beneficially own 10,340
shares of Common Stock, representing less than 0.1% 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. Of the 10,340 shares of Common Stock that Ms.
Folsom may beneficially own: (i) 10,120 shares are held directly by Ms. Folsom’s
husband, Bruce M. Kramer, and (ii) 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 the Patricia Joffee Living Trust U/A dated
6/20/1996.
(6)
Terry Manning beneficially owns no shares of
Common Stock in the Issuer.
(7)
Rebecca Manning beneficially owns no shares of
Common Stock in the Issuer.
(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)
The Reporting
Persons entered into a Stock Purchase Agreement, dated October 9,
2020 (the “Stock
Purchase Agreement”), among the Reporting Persons on
the one hand, and Zulu Holdings LLC (“Zulu”) and Jeremy
Hitchcock on the other hand, pursuant to which the Reporting
Persons have sold an aggregate of 3,543,894 shares of Common Stock
to Zulu for $2.50 per share, for a total of $8,859,735.00. The
shares of Common Stock sold by the Reporting Persons included
127,500 shares of Common Stock acquired by certain of the Reporting
Persons, prior to the closing of the sale, upon exercise of stock
options previously granted to them by the Company in their
capacities of directors of the Company. The number of shares of
Common Stock and the aggregate purchase price paid by each such
Reporting Person upon exercise of his options is set forth
below:
Reporting Person
|
Numbers of Shares Acquired on Exercise of Stock
Options
|
Aggregate Purchase Price
|
Frank
Manning
|
7,500
|
$15,225.00
|
Peter
Kramer
|
60,000
|
$104,925.00
|
Joseph
Donovan
|
60,000
|
$104,925.00
|
Total
|
127,500
|
$225,075.00
|
The
number of shares sold by each Reporting Person (including the
shares acquired upon exercise of his stock options referenced
above) pursuant to the Stock Purchase Agreement and the aggregate
price of such sales is set forth in the table below.
Reporting Person
|
Number of Shares Sold
|
Aggregate Sale Price
|
Frank
Manning
|
2,228,273
|
$5,570,682.50
|
Peter
Kramer
|
482,053
|
$1,205,132.50
|
Joseph
Donovan
|
142,500
|
$356,250.00
|
Terry
Manning
|
180,000
|
$450,000.00
|
Bruce
Kramer1
|
370,395
|
$925,987.50
|
Elizabeth
Folsom
|
20,000
|
$50,000.00
|
Rebecca
Manning
|
120,673
|
$301,682.50
|
Total
|
3,543,894
|
$8,859,735.00
|
Except
as set forth above, none of the Reporting Persons purchased or sold
any Common Stock in the last 60 days.
(d)
As a result of the
transactions described herein, each of the Reporting Persons, and
the Reporting Persons as a group, ceased to be the beneficial owner
of more than five percent of the outstanding shares of Common
Stock. The filing of this Amendment No. 1 represents the final
amendment to the Schedule 13D and constitutes an exit filing for
each of the Reporting Persons and the Reporting Persons as a
group.
________________________
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
As set
forth in Item 5 above, the Reporting Persons entered into the Stock
Purchase Agreement. A portion of the Purchase Price payable under
the Stock Purchase Agreement is payable pursuant to the terms of a
Secured Promissory Note, dated October 9, 2020, issued by Zulu in
favor of the Reporting Persons in the aggregate original principal
amount of $6,201,814.50 (the “Note”). The principal
amount of the Note is payable in three equal quarterly installments
over a nine-month period. The Note is secured by an aggregate of
2,480,725.80 shares of Common Stock sold by the Reporting Persons
and a personal guaranty of Jeremy Hitchock, a principal of Zulu
(the “Guaranty”). Pursuant to
the terms of the Stock Purchase Agreement, each of Frank B.
Manning, Peter R. Kramer and Joseph Donovan resigned as a member of
the Board of Directors of the Issuer.
This
Amendment No. 1 does not purport to set forth a complete summary of
the Stock Purchase Agreement, the Note or the Guaranty. The
descriptions of those documents set forth herein are qualified in
their entirety by reference to the complete terms of the Stock
Purchase Agreement, the Note and the Guaranty, which are filed as
Exhibits 2, 3 and 4 respectively herewith and are incorporated
herein by reference.
Item
7.
Material
to Be Filed as Exhibits
The
following documents are filed as exhibits:
Exhibit Number
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Description
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1.
Joint Filing
Agreement dated October 14, 2020, by and among Frank B. Manning,
Peter R. Kramer, Joseph Donovan, Bruce M. Kramer, Terry Manning,
Rebecca Manning, and Elizabeth T. Folsom.
2.
Stock Purchase
Agreement, dated October 9, 2020, among the Reporting Persons, on
the one hand, and Zulu Holdings LLC and Jeremy Hitchcock, on the
other hand (incorporated by reference to Exhibit 99.2 of
Zulu’s amendment to Statement on Schedule 13D filed with the
SEC on October 13, 2020).
3.
Secured Promissory
Note, dated October 9, 2020, made by Zulu Holdings LLC in favor of
the Reportin
g Persons.
4.
Guaranty, dated
October 9, 2020, by Jeremy Hitchcock in favor of the Reporting
Persons.
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:
October 14, 2020
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/s/Frank
B. Manning
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Frank
B. Manning
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/s/Peter
R. Kramer
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Peter
R. Kramer
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/s/Joseph
Donovan
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Joseph
Donovan
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/s/Bruce
M. Kramer
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Bruce
M. Kramer
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/s/Terry
Manning
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Terry
Manning
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/s/Rebecca
Manning
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Rebecca
Manning
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/s/Elizabeth T.
Folsom
Elizabeth T.
Folsom
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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 an amendment to 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 amendment to the
Schedule 13D.
Dated:
October 14, 2020
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/s/Frank
B. Manning
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Frank
B. Manning
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/s/Peter
R. Kramer
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Peter
R. Kramer
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/s/Joseph
Donovan
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Joseph
Donovan
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/s/Bruce
M. Kramer
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Bruce
M. Kramer
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/s/Terry
Manning
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Terry
Manning
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/s/Rebecca
Manning
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Rebecca
Manning
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/s/Elizabeth T.
Folsom
Elizabeth T.
Folsom
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