ZOOM TELEPHONICS, INC. (OTCMKTS:ZMTP) Files An 8-K Entry into a Material Definitive Agreement

ZOOM TELEPHONICS, INC. (OTCMKTS:ZMTP) Files An 8-K Entry into a Material Definitive AgreementItem 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. 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 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 Exhibit99.1 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 Exhibit99.1 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 Exhibit99.1 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.

Zoom Telephonics, Inc. ExhibitEX-99.1 2 zmtp_ex991.htm PRESS RELEASE Blueprint EXHIBIT 99.1   Zoom® Expands Motorola Brand License To Include Cellular and DSL Modems and Gateways,…To view the full exhibit click here
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.