UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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
Alexander H. Pyle, Esq.
Sheehan Phinney Bass & Green PA
28 State Street, 22nd Floor
Boston, MA 02109
(617) 897-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 2, 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 | |||
8,895,5381 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
8,895,5381 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
8,895,5381 | ||||
| 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) | |||
37.2% | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
IN | ||||
1 Includes 52,500 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 or will become exercisable within 60 days. 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 | |||
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) | |||
| 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 | |||
8,895,5382 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
8,895,5382 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
8,895,5382 | ||||
| 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) | |||
37.2% | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
IN | ||||
2 Includes 52,500 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 or will become exercisable within 60 days. The stock options were granted to Jeremy P. Hitchcock, in connection with his service as a member of 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 | |||
8,835,3583 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
8,835,3583 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
8,835,3583 | ||||
| 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) | |||
37.0% | ||||
| 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 | |||
8,835,3584 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
8,835,3584 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
8,835,3584 | ||||
| 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) | |||
37.0% | ||||
| 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 | |||
8,835,358 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
8,835,358 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
8,835,358 | ||||
| 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) | |||
37.0% | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
CO | ||||
Amendment No. 9 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; (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019; (iii) the Amendment No. 2 to Schedule 13D filed on January 15, 2020; (iv) the Amendment No. 3 to Schedule 13D filed on January 21, 2020; (v) the Amendment No. 4 to Schedule 13D filed on April 8, 2020; (vi) the Amendment No. 5 to Schedule 13D filed on April 17, 2020, (vii) the Amendment No. 6 to Schedule 13D filed on May 27, 2020, (viii) the Amendment No. 7 to Schedule 13D filed on July 15, 2020, and (ix) the Amendment No. 8 to Schedule 13D filed on August 4, 2020 (collectively, the “Schedule 13D”).
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended and supplemented by the addition of the following paragraph at the end of Item 4:
Mr. Hitchcock and one or more other members of the Group have been approached by and have commenced discussions with the holders of an aggregate of approximately 3,571,520 shares of common stock of the Issuer, including shares issuable upon exercise of stock options, concerning a possible purchase of all or a portion of such shares. The potential sellers include three members of the Issuer’s Board of Directors. Although no purchase price has been determined or agreed upon by the parties, it is anticipated that any purchase price would be greater than the current trading price for the Issuer’s common stock because the transaction, if completed, would result in the Group beneficially owning a majority of the Issuer’s outstanding common stock. If the transaction is completed, the Group anticipates that Frank Manning, Peter Kramer and Joseph Donovan may resign from the Issuer’s Board.
There can be no assurance that any such transaction will be effected and Mr. Hitchcock and the Group reserve the right to discontinue such discussions at any time. On September 4, 2020, Mr. Hitchcock disclosed the possible stock purchase to the Issuer’s Board and requested that the Issuer’s Board consider and advise Mr. Hitchcock whether the Issuer has an interest in acquiring the offered shares. Although the Group awaits the Board’s response to that request, the Group reserves the right for one or more members of the Group to proceed with such discussions and any transaction resulting therefrom at any time.
| 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, each of the members of the Group beneficially owns, in aggregate, the number of shares of the Issuer’s Common Stock, representing the percentage of the Issuer's outstanding shares set forth below opposite the name of such member of the Group, which in the case of Mr. Hitchcock and Ms. Hitchcock includes 52,500 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of stock options issued to Mr. Hitchcock.
| Name | Shares Beneficially Owned | Percentage Beneficial Ownership |
| Jeremy P. Hitchcock | 8,895,538 | 37.2 |
| Elizabeth Cash Hitchcock | 8,895,538 | 37.2 |
| Orbit Group LLC | 8,835,358 | 37.0 |
| Hitchcock Capital Partners, LLC | 8,835,358 | 37.0 |
| Zulu Holdings LLC | 8,835,358 | 37.0 |
Mr. and Ms. Hitchcock share voting and dispositive power over all shares of the Issuer’s Common Stock that they beneficially own, including shares of Common Stock issuable upon exercise of options granted to Mr. Hitchcock. All members of the Group share voting and dispositive power over all shares of Common Stock beneficially owned by Orbit, HPC and Zulu. The information set forth in Item 2 is incorporated herein by reference.
The aggregate percentage of Common Stock reported owned by each Reporting Person named herein is based upon 23,891,142 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 June 30, 2020 filed with the Securities and Exchange Commission on August 13, 2020.
| 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). |
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: September 4, 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 | |||