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SUBSEQUENT EVENTS - Note 27
9 Months Ended
Sep. 30, 2011
Notes to Financial Statements 
NOTE 27- SUBSEQUENT EVENTS

NOTE 27- SUBSEQUENT EVENTS

ACQUISITION OF 55% OF PORTABLES UNLIMITED LLC

On October 12, 2011, the Company and Zoom USA Holdings, Inc. ("Zoom Sub"), a newly formed wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement to purchase from The Cellular Network Communications Group, Inc. ("CNCG") a 50% interest in Portables Unlimited LLC ("Portables"), an exclusive wholesale distributor of T-Mobile products in the United States. As consideration for the 50% interest in Portables, the Company (i) issued 1,494,688 shares of Zoom common stock (the "Equity Consideration") to the principals of CNCG and (ii) through Zoom Sub, issued a promissory note of $500,000 payable to CNCG. The promissory note accrues interest at 2% per annum and matures three years from the date of issuance. In addition, the Company purchased an additional 5% interest in Portables for $750,000, to be paid within thirty days of the closing date.

Further, in connection with the transaction, the Company assumed the responsibility for repaying certain indebtedness owed by Portables to T-Mobile USA, Inc. in the amount of $4,757,187 (the "T-Mobile Indebtedness"), and agreed to arrange for a $500,000 letter of credit in the name of Portables to secure obligations of Portables to T-Mobile. The T-Mobile Indebtedness is payable under the following schedule: $2,500,000 is due on November 10, 2011 (the "Initial Payment"), $1,400,000 is due on December 10, 2011 (the "Second Payment"), and the remaining $857,186 is due on December 20, 2011 (the "Final Payment"). If the Initial Payment and Second Payment are made in a timely manner, T-Mobile will waive the Final Payment. If the Final Payment is waived, the Company agrees to pay other outstanding indebtedness of Portables in the amount of $4,500,000, less the amount of T-Mobile Indebtedness paid off. As of November 7, 2011, the first payment of $2,500,000 to T-Mobile has been made.

In summary, the consideration paid by the Company for 55% of Portables was $8,250,000. For successful completion of this acquisition transaction, the Company granted a total of 1,030,000 shares of common stock to senior management to be earned over a three and a half year period. Additional information on this transaction is available on Form 8-K filed with the SEC on October 18, 2011.

INVESTMENT FROM SPREADTRUM COMMUNICATIONS, INC.

On October 26, 2011, Zoom Technologies, Inc. ("Zoom" or the "Company") completed the sale of 1,676,300 shares of common stock to Spreadtrum Communications, Inc., ("Spreadtrum") at $1.73 per share for $2,900,000. There were no warrants or registration rights attached to the sale. Additional information on this transaction is available on Form 8-K filed with the SEC on November 1, 2011.

ENTRY OF ORDER APPROVING STIPULATION OF SETTLEMENT OF CLAIM

On November 3, 2011, the Circuit Court of the 11th Judicial District in and for Miami-Dade County, Florida (the "Court") entered an Order Approving Stipulation for Settlement of Claim (the "Order") in the matter entitled Socius CG II, Ltd. ("Socius") v. Zoom Technologies, Inc. (the "Company"). The Order provides for the full and final settlement of Socius GC II, Ltd.'s $2,500,000 claim against the Company (the "Claim"). Socius purchased the Claim from a creditor of Portables Unlimited LLC ("Portables"), a majority owned subsidiary of the Company. Pursuant to the terms of the Order, the Zoom issued and delivered to Socius 2,200,000 shares of common stock (the "Settlement Shares"), subject to adjustment as set forth in the Order and the Stipulation of Settlement. The settlement of the Claim will enable Zoom to make its first installment payment to T-Mobile USA, Inc., in connection with the Company's acquisition of a majority interest in Portables as described above. Additional information on this transaction is available on Form 8-K filed with the SEC on November 4, 2011.