FiEE, Inc. — Interim / Quarterly Report 2016

Dec 6, 2016

10-Q/A 1 zmtp_10qa.htm AMENDED QUARTERLY REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2016 Issuer Direct Corporation Blueprint

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1)

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(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to ________

Commission File Number 0-53722

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ZOOM TELEPHONICS, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	04-2621506
(State or Other Jurisdiction of Incorporation or
Organization)	(I.R.S. Employer Identification No.)

99 High Street, Boston, Massachusetts	02110
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 423-1072

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(Former Name, Former Address, Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☑ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller Reporting Company ☑
(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of November 2, 2016, was 14,595,290 shares.

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EXPLANATORY NOTE

Zoom Telephonics, Inc. (the “Company”) is filing this amendment (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2016 (the “Original Form 10-Q”), solely to file Exhibit 10.3 and Exhibit 10.4, which were inadvertently omitted from the Original Form 10-Q. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment restates in its entirety Part II, Item 6 and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed herewith.

Other than adding Exhibit 10.3 and Exhibit 10.4, no other changes have been made to the Original Form 10-Q. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-Q, and does not modify or update in any way any other disclosure made in the Original Form 10-Q.

PART II - OTHER INFORMATION

anchor ITEM 6. EXHIBITS

Exhibit No.	Exhibit Description
10.1	Amendment to Financing Agreement, dated July 19, 2016, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on July 25, 2016).
10.2	Amendment to Financing Agreement, dated September 1, 2016, between
Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Company on September 8, 2016).
10.3(1)	License
Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and
Motorola Mobility LLC.
10.4
(1)	Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC.
31.1	Certification of Chief Executive Officer and Acting Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of

1. | | 32.1 (2)(3) | Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2. | | 101.INS (3) | XBRL Instance Document | | 101.SCH (3) | XBRL Taxonomy Extension Schema Document | | 101.CAL (3) | XBRL Taxonomy Calculation Linkbase Document | | 101.DEF (3) | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB (3) | XBRL Taxonomy Label Linkbase Document | | 101.PRE (3) | XBRL Taxonomy Presentation Linkbase Document |

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(1)

Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

(2)

In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

(3)

Filed on November 14, 2016 as an exhibit to the Company’s Quarterly Report on Form 10-Q.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ F rank B. M anning
Frank
B. Manning President,
Chief Executive Officer and Acting
Chief Financial Officer (Principal
Executive Officer and Principal
Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Amendment to Financing Agreement, dated July 19, 2016, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on July 25, 2016).
10.2	Amendment to Financing Agreement, dated September 1, 2016, between
Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Company on September 8, 2016).
10.3(1)	License
Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and
Motorola Mobility LLC.
10.4
(1)	Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC.
31.1	Certification of Chief Executive Officer and Acting Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of

1. | | 32.1 (2)(3) | Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2. | | 101.INS (3) | XBRL Instance Document | | 101.SCH (3) | XBRL Taxonomy Extension Schema Document | | 101.CAL (3) | XBRL Taxonomy Calculation Linkbase Document | | 101.DEF (3) | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB (3) | XBRL Taxonomy Label Linkbase Document | | 101.PRE (3) | XBRL Taxonomy Presentation Linkbase Document |

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(1)

Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

(2)

In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

(3)

Filed on November 14, 2016 as an exhibit to the Company’s Quarterly Report on Form 10-Q.

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