Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2020, Zoom Telephonics, Inc. (the "Company"), announced that
they had entered into a merger agreement pursuant to which the Company and Minim
Inc. ("Minim") would merge and combine their businesses. Minim offers a cloud
WiFi management platform that enables and secures a better-connected home by
providing AI-driven WiFi management and IoT security platform for homes, SMBs,
and broadband service providers. The Company's Executive Chairman and,
principally through investment vehicles, controlling stockholder, is Chairman
and a controlling stockholder of Minim. The Company has licensed Minim software
products and, upon completion of the merger, the Company expects to integrate
not only the Minim software with the Company's hardware products but also to
combine Minim's business-to-business sales channels with the Company's retail
channels.
Under the terms of the Agreement and Plan of Merger (the "Merger Agreement")
among the Company, Elm Acquisition Sub, Inc., the Company's wholly-owned
subsidiary ("Merger Sub"), Minim and the Representative (as defined therein),
Merger Sub would merge with and into Minim, with Minim being the surviving
entity and, following the closing of the merger transaction, Minim would become
a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the
Company will exchange 0.80106 newly-issued shares of the Company's common stock,
par value $0.01 per share (the "Common Stock") for each issued and outstanding
share of Minim's common stock and preferred stock. In addition, the Company will
issue to each holder of Minim options and restricted stock, new Company options
and restricted stock that are substantially equivalent and on the same terms as
the respective holder's options and restricted stock. Additionally, holders of
certain outstanding convertible notes of Minim will be exchanged for shares of
Common Stock in accordance with the terms of the Merger Agreement. The
transaction implies a valuation to Minim of approximately $30 million before
taking into account transaction expenses and the exchange of the Minim
convertible notes.
Certain major stockholders of Minim have entered into support agreements
pursuant to which they agree to take specified actions to support the
transaction.
The completion of the merger transaction is subject to satisfaction or waiver of
various closing conditions, including the receipt of all required approvals of
the stockholders of all merger participants and any required third party
consents.
A copy of the Merger Agreement is filed herewith as Exhibit 10.1. The foregoing
description of the Merger Agreement does not purport to be complete, and is
qualified in its entirety by reference to the full text of the Merger Agreement,
which is incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On November 12, 2020, the Company issued a press release announcing the signing
of the Merger Agreement. A copy of the press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The information contained in Item 7.01 to this Current Report on Form 8-K
(including Exhibit 99.1) is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise be subject to the liabilities of that section. The information in this
Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act,
except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Title
Agreement and Plan of Merger, dated as of November 12, 2020, by and
10.1 among Zoom Telephonics, Inc., Elm Acquisition Sub, Inc., Minim Inc. and
the Representative.
99.1 Press release of Zoom Telephonics, Inc., dated November 12, 2020.
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