CUSIP No. |
98978K107
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1
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NAMES OF REPORTING PERSONS
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Jeremy P. Hitchcock |
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☒
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||
(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States |
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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0
|
|
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|||
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||||
8
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SHARED VOTING POWER
|
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||
12,439,4321 |
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0 |
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
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||
12,439,4321 |
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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12,439,4321 |
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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51.7% |
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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CUSIP No. |
98978K107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Elizabeth Cash Hitchcock
|
|
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|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States |
|
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|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,439,4322
|
|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0 |
|
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|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,439,4322
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,439,4322
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.7% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
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|||
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|
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
|
|
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||
|
|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
WC |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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New Hampshire
|
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|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,2523
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.5%
|
|
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|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
CO |
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|||
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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
|
|
|
||
12,379,2524 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,2524 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,2524 |
|
|
|||
|
|
||||
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)
|
|
|
||
51.5% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
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|
|
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
|
|
|
||
12,379,252 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,379,252 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,379,252 |
|
|
|||
|
|
||||
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)
|
|
|
||
51.5% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
CO |
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Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Name
|
Shares
Beneficially Owned
|
Percentage
Beneficial Ownership
|
Jeremy P. Hitchcock
|
12,439,432
|
51.7
|
Elizabeth Cash Hitchcock
|
12,439,432
|
51.7
|
Orbit Group LLC
|
12,379,252
|
51.5
|
Hitchcock Capital Partners, LLC
|
12,379,252
|
51.5
|
Zulu Holdings LLC
|
12,379,252
|
51.5
|
Item 7. |
Material to Be Filed as Exhibits
|
|
Exhibit 99.1
|
Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to
Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
|
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Exhibit 99.2
|
Agreement and Plan of Merger, dated as of November 12, 2020, by and among Zoom Telephonics, Inc., Elm Acquisition Sub, Inc., Minim Inc. and the Representative (incorporated by reference to Exhibit 10.1 to
the Issuer’s Current Report on Form 8-K filed on November 13, 2020).
|
|
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Form of Support Agreement entered into by each of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock and Hitchcock Capital Partners, LLC with Zoom Telephonics, Inc. and Minim Inc.
|
Dated: November 13, 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
|
||
Title: President
|
Attention: |
Jacquelyn Barry Hamilton
|
E-Mail: |
jhamilton@zoom.net
|
Attention: |
Philip B. Taub
|
E-Mail: |
ptaub@nixonpeabody.com
|
Attention: |
Graham Chynoweth
|
E-Mail: |
gray@minim.co
|
Attention: |
John J. Egan, III
|
E-Mail: |
jegan@goodwinlaw.com
|
ZOOM TELEPHONICS, INC.
|
|||
By:
|
|||
Name:
|
Jacquelyn Barry Hamilton
|
||
Title:
|
Chief Financial Officer
|
MINIM INC.
|
|||
By:
|
|||
Name:
|
Graham Chynoweth
|
||
Title:
|
Chief Executive Officer
|
HOLDER
|
||
By:
|
||
Name:
|
||
Title:
|
Address:
|
||
Email:
|
Company Founder Preferred Stock
|
||
Company Series Seed Preferred Stock
|
||
Company Series Seed Plus Preferred Stock
|
||
Company Common Stock
|
A. |
Background Information.
|
Name:
|
Residential (if an individual) or Business Address (if an entity):
|
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(Number and Street)
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(City)
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(State)
|
(Zip Code)
|
Telephone Number:
|
Social Security or Taxpayer Identification No.
|
Age:
|
Citizenship:
|
Type of entity:
|
State of formation:
|
Date of formation:
|
B. |
Status as Accredited Investor (Please initial (i) or (ii)).
|
(print name of Company Stockholder)
|
By:
|
|||
(signature of Company Stockholder)
|
Title:
|
|||
(required for any Company Stockholder that is a corporation, partnership, trust or other entity)
|
Date:
|
• |
Amended and Restated Certificate of Incorporation of the Company, dated as of April 11, 2019, as amended
|
• |
Bylaws of the Company, as amended
|
• |
The Company 2018 Stock Option and Grant Plan, as amended
|
• |
The Voting Agreement
|
• |
The Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April, 22, 2019, as amended
|
• |
[The Amended and Restated Investors’ Rights Agreement, dated as of April, 22, 2019, as amended (the “Voting Agreement”)]1
|
Dated:
|
Signature:
|
|||
Print Name:
|