0001140361-20-000821.txt : 20200115 0001140361-20-000821.hdr.sgml : 20200115 20200115114744 ACCESSION NUMBER: 0001140361-20-000821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200115 DATE AS OF CHANGE: 20200115 GROUP MEMBERS: ELIZABETH CASH HITCHCOCK GROUP MEMBERS: HITCHCOCK CAPITAL PARTNERS, LLC GROUP MEMBERS: ORBIT GROUP LLC GROUP MEMBERS: ZULU HOLDINGS LLC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85044 FILM NUMBER: 20527726 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN STREET, 26TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-423-1072 MAIL ADDRESS: STREET 1: 225 FRANKLIN STREET, 26TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HITCHCOCK JEREMY P. CENTRAL INDEX KEY: 0001776446 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 848 ELM STREET STREET 2: 2ND FLOOR CITY: MANCHESTER STATE: NH ZIP: 03101 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Zoom Telephonics, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)
 
98978K107
(CUSIP Number)
 
Colby Jordan
Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101
(603) 998-8484

Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
55 West 46th Street
New York, NY 10036-4120
(212) 940-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 15, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
 
SCHEDULE 13D
CUSIP No.
98978K107
1
NAMES OF REPORTING PERSONS
 
 
Jeremy P. Hitchcock
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,772,4531
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,772,4531
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,772,4531
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


1 Includes 37,500 shares of the common stock (“Common Stock”) of Zoom Telephonics, Inc. (the “Issuer”) that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are currently exercisable.

SCHEDULE 13D
CUSIP No.
98978K107
1
NAMES OF REPORTING PERSONS
 
 
Elizabeth Cash Hitchcock
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,772,4532
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,772,4532
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,772,4532
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


2 Includes 37,500 shares of Common Stock of the Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options that are currently exercisable.  The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of the Board of Directors (the “Board”) of the Issuer.

SCHEDULE 13D
CUSIP No.
98978K107
1
NAMES OF REPORTING PERSONS
 
 
Orbit Group LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,727,2733
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,727,2733
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,727,2733
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


3 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D
CUSIP No.
98978K107
1
NAMES OF REPORTING PERSONS
 
 
Hitchcock Capital Partners, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,727,2734
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,727,2734
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,727,2734
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


4 The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D
CUSIP No.
98978K107
1
NAMES OF REPORTING PERSONS
 
 
Zulu Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
 ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New Hampshire
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,727,273
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,727,273
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,727,273
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Amendment No. 2 to Schedule 13D
 
This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934.  The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.
 
This Amendment further amends (i) the Schedule 13D filed on May 3, 2019 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group and (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019 by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP, Zulu, and the Group (collectively, the “Schedule 13D”).
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is amended and supplemented by the addition of the following:
 
On December 19, 2019, Jeremy P. Hitchcock purchased 7,680 shares of Common Stock of the Issuer in the open market using personal funds.
 
Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is amended and supplemented by the addition of the following to the antepenultimate paragraph of Item 4:
 
Due to his continued concern and the lack of any significant progress resulting from the previous Special Meeting of the Board held on October 28, 2019, Jeremy P. Hitchcock has had continued discussions with senior management of the Issuer, and also has had continued discussions with other members of the Board, regarding certain corporate governance matters, which included changes to the composition of the senior management team.  As a result, on January 15, 2020, a special meeting of the Board was called by Mr. Hitchcock and three other directors to be held on January 16, 2020 to discuss and to seek to resolve these matters.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is amended and supplemented by the addition of the following:
 
As of the date hereof, Jeremy P. Hitchcock beneficially owns, in aggregate, 3,772,453 shares of Common Stock, representing approximately 18.1% of the Issuer's outstanding shares, which includes 37,500 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of stock options.
 
The aggregate percentage of Common Stock reported owned by each Reporting Person named herein is based upon 20,880,136 shares of Common Stock outstanding, which is the total number of Common Stock outstanding as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 3019 filed with the Securities and Exchange Commission on November 14, 2019.
 
Item 7.
Material to Be Filed as Exhibits
 

 Exhibit 99.1
Joint Filing Agreement among the Reporting Persons dated as of January 15, 2020.
 
Signature
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated as of January 15, 2020
/s/ Jeremy P. Hitchcock
 
Jeremy P. Hitchcock
     
 
/s/ Elizabeth Cash Hitchcock
 
Elizabeth Cash Hitchcock
     
 
Orbit Group LLC
     
 
By:
/s/ Jeremy P. Hitchcock
 
Name:
Jeremy P. Hitchcock
 
Title:
 Manager
     
 
Hitchcock Capital Partners, LLC
 
By:
Orbit Group LLC, its Manager
     
   
By:
/s/ Jeremy P. Hitchcock
   
Name:
Jeremy P. Hitchcock
   
Title:
Manager
     
 
Zulu Holdings LLC
 
By:
Orbit Group LLC, its Manager
     
   
By:
/s/ Jeremy P. Hitchcock
   
Name:
Jeremy P. Hitchcock


EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 2 to Schedule 13D with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)).  This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.
 
Dated as of January 15, 2020
/s/ Jeremy P. Hitchcock
 
Jeremy P. Hitchcock
     
 
/s/ Elizabeth Cash Hitchcock
 
Elizabeth Cash Hitchcock
     
 
Orbit Group LLC
     
 
By:
/s/ Jeremy P. Hitchcock
 
Name:
Jeremy P. Hitchcock
 
Title:
Manager
     
 
Hitchcock Capital Partners, LLC
 
By:
Orbit Group LLC, its Manager
     
     
   
By:
/s/ Jeremy P. Hitchcock
   
Name:
Jeremy P. Hitchcock
   
Title:
Manager
     
 
Zulu Holdings LLC
 
By:
Orbit Group LLC, its Manager
     
   
By:
/s/ Jeremy P. Hitchcock
   
Name:
Jeremy P. Hitchcock