Item 2.02 Results of Operations and Financial Condition.
On January 21, 2020, Zoom Telephonics, Inc. (the "Company") issued a press
release announcing the leadership transition described in Item 5.02 below, which
includes preliminary estimates of revenue growth for the fiscal quarter and
fiscal year ended December 31, 2019. The press release is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 of this Current Report on
Form 8-K and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing of the Company's under the Securities Act of 1933, as amended, except
as otherwise expressly stated in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of Frank Manning
On January 16, 2020, Frank B. Manning, who co-founded the Company in 1977,
notified the Company of his retirement as Chief Executive Officer, Acting Chief
Financial Officer and Chairman of the Company's Board of Directors (the
"Board"), to be effective as of February 1, 2020 (the "Effective Date").
Following the Effective Date, Mr. Manning will continue to serve as a member of
the Board, and will serve as an advisor to the Company.
Appointment of Joseph Wytanis
In connection with Mr. Manning's retirement, on January 16, 2020, the Board
appointed Joseph L. Wytanis, age 60, as Chief Executive Officer of the Company,
to be effective as of the Effective Date. Mr. Wytanis joined the Company as
President in 2018. Prior to joining the Company, he served as Senior Practice
Engagement Partner at Infosys Limited from March 2018, where he provided
engineering services consulting to cable, mobile and satellite service operators
and has also served as a Principal at High Tech Associates, LLC since August
2011, where he provided consulting services relating to vision, strategy,
business development and marketing. Mr. Wytanis served as Executive Vice
President and Chief Operating Officer at SMC Networks, Inc. from January 2012
through August 2014, where he successfully led the introduction of a complete
line of cable home networking products and smart home IoT products. He
previously served as a Vice President and General Manager at
Scientific-Atlanta/Cisco System, Inc. from 2000 through 2011, where he helped to
grow the Cable Home Networking Business Unit from a start-up to a profitable
business, and prior to that held marketing, business and strategy positions with
Panasonic, BellSouth, NCR/AT&T, Northern Telecom and the Associated Press. Mr.
Wytanis earned a BS in Business Administration/Marketing from Rowan University
and an MBA from the University of Georgia, Terry College of Business.
There are no related party transactions between the Company and Mr. Wytanis, and
Mr. Wytanis is neither related to, nor does he have any relationship with, any
existing member of the Board or any executive officer of the Company. The impact
of this new position on the existing compensation arrangement with Mr. Wytanis
has not yet been determined by the Company.
Appointment of Jacquelyn Barry Hamilton
Also in connection with Mr. Manning's retirement, on January 16, 2020, the Board
appointed Jacquelyn Barry Hamilton, age 58, as Acting Chief Financial Officer of
the Company, to be effective as of the Effective Date. Ms. Hamilton joined the
Company in January 2020 as a consultant. Prior to joining the Company, she
served as Chief Financial Officer of Modo Labs, a mobile application development
company, from February 2019 through December 2019. Ms. Hamilton served as Chief
Financial Officer of Netcracker Technology, a subsidiary of NEC Corporation that
delivers a software platform together with integration and managed services to
telecommunications and cable companies globally, from June 2015 through
September 2018 and as Chief Financial Officer of Intronis, a company that
provides cloud-based data protection and recovery, from March 2012 through June
2015. Ms. Hamilton also served as Chief Financial Officer, Technology Division
of Monster Worldwide, a global public company providing a SaaS platform to match
jobseekers with employers, from 2008 through 2012, and as Chief Financial
Officer, Technology Division from 2004 through 2008. Ms. Hamilton earned a BA in
Finance from Simmons College and an MS in Finance from the Carroll School of
Management at Boston College.
In connection with Ms. Hamilton's prior engagement as a consultant, the Company
entered into a Consulting Services Agreement (the "Consulting Agreement") with
Ms. Hamilton on January 13, 2020. The Consulting Agreement has a three month
term, which may be extended by mutual agreement. Pursuant to the Consulting
Agreement, Ms. Hamilton is paid a consulting fee equal of $87.00 per hour for
services that are provided on a month-to-month basis, plus reimbursement for
travel and other out-of-pocket expenses.
The foregoing description of the Consulting Agreement is a summary and does not
purport to be complete. Such description is qualified in its entirety by
reference to the text of the Consulting Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K, and is incorporated herein by
reference.
There are no transactions between the Company and Ms. Hamilton that are required
to be disclosed under Item 404(a) of Regulation S-K, and Ms. Hamilton is neither
related to, nor does she have any relationship with, any existing member of the
Board or any executive officer of the Company.
Appointment of Jeremy Hitchcock
On January 16, 2020, the Board appointed Jeremy Hitchcock as Chairman of the
Board, to be effective as of the Effective Date.
Item 7.01 Regulation FD Disclosure.
On January 21, 2020, the Company issued a press release announcing the
leadership transition described in Item 5.02 above. The press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on
Form 8-K and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing of the Company's under the Securities Act of 1933, as amended, except
as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Title
10.1 # Consulting Agreement between Zoom Telephonics, Inc. and Jacquelyn
Barry Hamilton, dated as of January 13, 2020.
99.1 Press release of Zoom Telephonics, Inc., dated January 21, 2020.
# Management contract or compensatory plans or agreements.
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