0001354488-12-000632.txt : 20120214 0001354488-12-000632.hdr.sgml : 20120214 20120214095720 ACCESSION NUMBER: 0001354488-12-000632 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANNING FRANK BLASE CENTRAL INDEX KEY: 0000938721 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ZOOM TELEPHONICS INC STREET 2: 207 SOUTH STREET CITY: BOSTON STATE: MA ZIP: 02110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zoom Telephonics, Inc. CENTRAL INDEX KEY: 0001467761 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042621506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85044 FILM NUMBER: 12603282 BUSINESS ADDRESS: STREET 1: 207 SOUTH STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 617-423-1072 MAIL ADDRESS: STREET 1: 207 SOUTH STREET CITY: BOSTON STATE: MA ZIP: 02111 SC 13G/A 1 zmtp_sc13ga.htm SC 13G/A zmtp_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
 
(Amendment No. 2)*
 
ZOOM TELEPHONICS, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
98978K107
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
*The remainder of this cover page shall be filed 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).

 
 
 
 
CUSIP NO. 98978K107
   SCHEDULE 13G   Page 2 of  5  Pages
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Frank Blase Manning
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o  
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
1,133,370 (includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,133,370 (includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,133,370 shares of Common Stock, includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
15.95% (Based on 6,973,704 shares issued and outstanding as of February 13, 2012, plus the shares issuable upon the exercise of the options referenced above.)
12
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS
 
 
 
 
 
CUSIP NO. 98978K107
   SCHEDULE 13G   Page 3 of  5  Pages
 
ITEM 1(A).   NAME OF ISSUER:
 
Zoom Telephonics, Inc.
 
ITEM 1(B).  ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
 
207 South Street, Boston, Massachusetts 02111

ITEM 2(A).  NAME OF PERSON FILING:
 
Frank Blase Manning
 
ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 
207 South Street, Boston, Massachusetts 02111
 
ITEM 2(C).  CITIZENSHIP:
 
United States
 
ITEM 2(D).  TITLE OF CLASS OF SECURITIES:
 
Common Stock, par value $.01 per share
 
ITEM 2(E).  CUSIP NUMBER:
 
98978K107
 
ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

(a)
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
o An investment adviser in accordance with § 240.13d-1(b) – 1(b)(1)(ii)(E);
 
(f)
o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)
o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i) 
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j) 
o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________
 
 
 
 
 
CUSIP NO. 98978K107
   SCHEDULE 13G   Page 4 of  5  Pages
 
ITEM 4.   OWNERSHIP
 
(a)  
Amount beneficially owned: 1,133,370 shares of Common Stock, includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011
 
(b)  
Percent of class:  15.95% (Based on 6,973,704 shares issued and outstanding as of February 13, 2012, plus the shares issuable upon the exercise of the options referenced above.)
 
(c)  
Number of shares as to which the person has:
 
(i)  
Sole power to vote or to direct the vote: 1,133,370 shares of Common Stock (includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011)
 
(ii)  
Shared power to vote or to direct the vote:  0
 
(iii)  
Sole power to dispose or to direct the disposition of: 1,133,370 shares of Common Stock (includes 133,750 shares issuable upon exercise of options which are exercisable within 60 days of December 31, 2011)
 
(iv)  
Shared power to dispose or to direct the disposition of:  0
 
ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

N/A
 
ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
N/A

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
N/A
 
ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
 
N/A
 
ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
 
N/A
 
ITEM 10.  CERTIFICATION
 
N/A
 
 
 
 
 
CUSIP NO. 98978K107
   SCHEDULE 13G   Page 5 of  5  Pages

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: February 14, 2012
By:
/s/ Frank B. Manning  
    Frank B. Manning