ZOOM TELEPHONICS, INC. (OTCMKTS:ZMTP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into aMaterialDefinitiveAgreement.
On November 12, 2020, Zoom Telephonics, Inc. (the “Company”), announced that they had entered into a merger agreement to which the Company and Minim Inc. (“Minim”) would merge and combine their businesses. Minim offers a cloud WiFi management platform that enables and secures a better-connected home by providing AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers. The Company’s Executive Chairman and, principally through investment vehicles, controlling stockholder, is Chairman and a controlling stockholder of Minim. The Company has licensed Minim software products and, upon completion of the merger, the Company expects to integrate not only the Minim software with the Company’s hardware products but also to combine Minim’s business-to-business sales channels with the Company’s retail channels.
Under the terms of the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Elm Acquisition Sub, Inc., the Company’s wholly-owned subsidiary (“Merger Sub”), Minim and the Representative (as defined therein), Merger Sub would merge with and into Minim, with Minim being the surviving entity and, following the closing of the merger transaction, Minim would become a wholly-owned subsidiary of the Company. to the Merger Agreement, the Company will exchange 0.80106 newly-issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for each issued and outstanding share of Minim’s common stock and preferred stock. In addition, the Company will issue to each holder of Minim options and restricted stock, new Company options and restricted stock that are substantially equivalent and on the same terms as the respective holder’s options and restricted stock. Additionally, holders of certain outstanding convertible notes of Minim will be exchanged for shares of Common Stock in accordance with the terms of the Merger Agreement. The transaction implies a valuation to Minim of approximately $30 million before taking into account transaction expenses and the exchange of the Minim convertible notes.
Certain major stockholders of Minim have entered into support agreements to which they agree to take specified actions to support the transaction.
The completion of themergertransaction is subject to satisfaction or waiver of various closing conditions, including the receipt of all required approvals of the stockholders of allmergerparticipants and any required third party consents.
A copy of the Merger Agreementis filed herewith as Exhibit 10.1. The foregoing description of the MergerAgreementdoes not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On November 12, 2020, the Company issued a press release announcing the signing of the Merger Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document to the Securities Act, except as otherwise expressly stated in such filing.
Item 9.01Financial Statements and Exhibits.
Zoom Telephonics, Inc. Exhibit
EX-10.1 2 zmtp_ex10-1.htm AGREEMENT AND PLAN OF MERGER zmtp_ex10-1 Exhibit 10.1 Agreement and Plan of Merger by and among Zoom Telephonics,…
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About ZOOM TELEPHONICS, INC. (OTCMKTS:ZMTP)
Zoom Telephonics, Inc. designs, produces, markets, sells, and supports Internet access and other communications-related products, including cable modems, cable modem/routers, mobile broadband modems, asymmetrical digital subscriber line (ADSL or commonly DSL) modems, and dial-up modems. The Company’s products facilitate communication of data through the Internet. Its cable modems use the cable-Television cable and its DSL modems use the local telephone line to provide a link to the Internet. Its mobile broadband modems and its mobile broadband routers and sensors connect to the Internet through a mobile service provider’s mobile broadband network. Its dial-up modems link computers, point-of-purchase terminals, or other devices connect to each other or the Internet through the traditional telephone network. Its router products may communicate with a broadband modem for access to the Internet, and they may be used for local area network communications.
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