FiEE, Inc. — Major Shareholding Notification 2020

Jul 13, 2020

SC 13D/A 1 d8575027_sc13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No 1 )*

Zoom Telephonics, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

98978K107
(CUSIP Number)

James E. Besser c/o Manchester Management Company, LLC 3 West Hill Place Boston, Massachusetts 02114 Telephone Number: (617) 399-1741
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 10, 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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

• 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.

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CUSIP No 98978K107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Manchester Management Company, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	4,000,001
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	4,000,001
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,000,001
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.8%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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CUSIP No 98978K107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Manchester Explorer, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	2,857,143
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	2,857,143
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,857,143
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No 98978K107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	JEB Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	1,142,858
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	1,142,858
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,142,858
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.8%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No 98978K107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	James E. Besser
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF,OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	142,858
8.	SHARED VOTING POWER
	4,000,001
9.	SOLE DISPOSITIVE POWER
	142,858
10.	SHARED DISPOSITIVE POWER
	4,000,001
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,142,859
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.4 %
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No 98978K107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Morgan C. Frank
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [_]
	(b) [_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF,OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	142,858
8.	SHARED VOTING POWER
	4,000,001
9.	SOLE DISPOSITIVE POWER
	142,858
10.	SHARED DISPOSITIVE POWER
	4,000,001
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,142,859
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.4 %
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 98978K107

ITEM 1. Security and Issuer.

The name of the issuer is Zoom Telephonics, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 225 Franklin Street, Boston, Massachusetts 02110. This Schedule 13D relates to the Issuer's Common Stock, $0.01 par value (the "Shares").

ITEM 2. Identity and Background.

(a), (f)	The persons filing this statement are Manchester Management Company, LLC, a Delaware limited liability company ("Manchester Management"), Manchester Explorer, L.P., a Delaware limited partnership ("Manchester Explorer"), JEB Partners, L.P., a Delaware limited partnership ("JEB Partners"), James E. Besser, a citizen of the United States of America ("Mr. Besser"), and Morgan C. Frank, a citizen of the United States of America ("Mr. Frank" and, together with Manchester Management, Manchester Explorer, JEB Partners and Mr. Besser, the "Reporting Persons").
(b)	The principal business address for Manchester Management, Manchester Explorer, JEB Partners and Mr. Besser is 3 West Hill Place, Boston, Massachusetts 02114. The principal business address for Mr. Frank is 1398 Aerie Drive, Park City, Utah 84060.
(c)	Manchester Management is principally engaged in the business of providing investment management services to its advisory clients, including Manchester Explorer and JEB Partners. Manchester Management is also the general partner of Manchester Explorer and JEB Partners, which are investment funds principally engaged in the business of investing in securities. Mr. Besser serves as a Managing Member of Manchester Management. Mr. Frank serves as a portfolio manager and as consultant for Manchester Management.
(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3.
The funds for the purchase of the 4,000,001
Shares beneficially owned by Manchester Management came from the working capital of Manchester Explorer and JEB Partners. No borrowed
funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course
of business. The funds for the purchase of the 2,857,143
Shares directly owned by Manchester Explorer came from the working capital of Manchester Explorer. The net investment costs (including
commissions, if any) of the Shares directly owned by Manchester Explorer is approximately $2,000,000. No borrowed funds were used
to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 1,142,858
Shares directly owned by JEB Partners came from the working capital of JEB Partners. The net investment costs (including commissions,
if any) of the Shares directly owned by JEB Partners is approximately $800,000. No borrowed funds were used to purchase the Shares,
other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 142,858 Shares
directly owned by Mr. Besser came from Mr. Besser's personal funds. The net investment costs (including commissions, if any) of
the Shares directly owned by Mr. Besser is approximately $100,000. No borrowed funds were used to purchase the Shares. The funds for the purchase of the 142,858 Shares
directly owned by Mr. Frank came from Mr. Frank's personal funds. The net investment costs (including commissions, if any) of the
Shares directly owned by Mr. Frank is approximately $100,000. No borrowed funds were used to purchase the Shares.

Item 4.
The Reporting Persons are filing this
Schedule 13D/A to report the following: The Reporting Persons have identified
and are in negotiations with an executive officer of the Issuer who has expressed interest in a potential purchase of all or a
portion of the Shares held by the Reporting Persons for a price of $1.95 per Share. If the transaction with the executive officer
does not proceed, the Reporting Persons may also sell or a portion of their Shares in a block transaction to a third party. Prior
to completing any such transaction, it is the intention of the Reporting Persons to give the Issuer the option to purchase the
Shares for the same price and on the same terms. Except as set forth above, the Reporting Persons
do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as
they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares or changing its intention with respect to
any and all matters referred to in this Item 4.

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Item 5.
(a) - (e)	As of the date hereof, Manchester Management
may be deemed to be the beneficial owner of 4,000,001 Shares, constituting 16.8% of the Shares, based upon 23,731,431 Shares outstanding
as of the date hereof. Manchester Management has the sole power to vote or direct the vote of 0 Shares and the shared power to
vote or direct the vote of 4,000,001 Shares. Manchester Management has the sole power to dispose or direct the disposition of 0
Shares and the shared power to dispose or direct the disposition of 4,000,001 Shares. As of the date hereof, Manchester Explorer
may be deemed to be the beneficial owner of 2,857,143 Shares, constituting 12% of the Shares, based upon 23,731,431 Shares outstanding
as of the date hereof. Manchester Explorer has the sole power to vote or direct the vote of 0 Shares and the shared power to vote
or direct the vote of 2,857,143 Shares. Manchester Explorer has the sole power to dispose or direct the disposition of 0 Shares
and the shared power to dispose or direct the disposition of 2,857,143 Shares. As of the date hereof, JEB Partners may be
deemed to be the beneficial owner of 1,142,858 Shares, constituting 4.8% of the Shares, based upon 23,731,431 Shares outstanding
as of the date hereof. JEB Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct
the vote of 1,142,858 Shares. JEB Partners has the sole power to dispose or direct the disposition of 0 Shares and the shared power
to dispose or direct the disposition of 1,142,858 Shares. As of the date hereof, Mr. Besser may be deemed
to be the beneficial owner of 4,142,859 Shares, constituting 17.4% of the Shares, based upon 23,731,431 Shares outstanding as of
the date hereof. Mr. Besser has the sole power to vote or direct the vote of 142,858 Shares and the shared power to vote or direct
the vote of 4,000,001 Shares. Mr. Besser has the sole power to dispose or direct the disposition of 142,858 Shares and the shared
power to dispose or direct the disposition of 4,000,001 Shares. As of the date hereof, Mr. Frank may be deemed
to be the beneficial owner of 4,142,859 Shares, constituting 17.4% of the Shares, based upon 23,731,431 Shares outstanding as of
the date hereof. Mr. Frank has the sole power to vote or direct the vote of 142,858 Shares and the shared power to vote or direct
the vote of 4,000,001 Shares. Mr. Frank has the sole power to dispose or direct the disposition of 142,858 Shares and the shared
power to dispose or direct the disposition of 4,000,001 Shares. The transactions in the Shares by the Reporting
Persons during the past sixty days are set forth in Exhibit B.

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Item 6.
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. Except for the Subscription Agreement described in Item 4 above, the Reporting Persons not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.

ITEM 7. Material to be Filed as Exhibits.

Exhibit A:	Joint Filing Agreement
Exhibit B:	Schedule of Transactions in Shares
Exhibit C:	Form of Subscription Agreement for Shares of Common Stock (incorporated by reference to Exhibit 10.1.2 to the Current Report on Form 8-K filed with the SEC by the Issuer on September 28, 2015)
Exhibit D:	Press Release (incorporated by reference to Exhibit 99.1.3 to the Current Report on Form 8-K filed with the SEC by the Issuer on September 28, 2015).

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SIGNATURE

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.

July 13, 2020
(Date)
Manchester Management Company, LLC*
By: / s/ James E. Besser
Name: James E. Besser Title: Managing Member
Manchester Explorer, L.P.*
By: /s/ James E. Besser
Name: James E. Besser Title: Managing Member of the General Partner
JEB Partners, L.P.*
By: /s/ James E. Besser
Name: James E. Besser Title: Managing Member of the General Partner
James E. Besser*
/s/ James E. Besser
Morgan C. Frank*
/s/ Morgan C. Frank

• Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Exhibit A

AGREEMENT

The undersigned agree that this first amendment to Schedule 13D, dated July 13, 2020, relating to the Common Stock, $0.01 par value, of Zoom Telephonics, Inc. shall be filed on behalf of the undersigned.

July 13, 2020
(Date)
Manchester Management Company, LLC
By: / s/ James E. Besser
Name: James E. Besser Title: Managing Member
Manchester Explorer, L.P.
By: /s/ James E. Besser
Name: James E. Besser Title: Managing Member of the General Partner
JEB Partners, L.P.
By: /s/ James E. Besser
Name: James E. Besser Title: Managing Member of the General Partner
James E. Besser
/s/ James E. Besser
Morgan C. Frank
/s/ Morgan C. Frank

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Exhibit B

SCHEDULE OF TRANSACTIONS IN SHARES BY THE REPORTING PERSONS

There are no transactions in Shares by the Reporting Persons in the past sixty days.

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