As filed with the Securities and Exchange Commission on August 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ZOOM TELEPHONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
CANADA 04-2621506
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
207 South Street, Boston, MA 02111
(Address, Including Zip Code, of Principal Executive Offices)
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Zoom Telephonics, Inc. 1990 Stock Option Plan
(Full title of Plan)
--------------------------
Frank B. Manning
President and Chief Executive Officer
Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111
(617) 472-1072
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)
with a copy to:
Philip J. Flink, Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center, Boston, Massachusetts 02111
(617) 856-8200
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------- --------------------- ---------------------- ----------------------- --------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee
- ------------------------------------- --------------------- ---------------------- ----------------------- --------------------
- ------------------------------------- --------------------- ---------------------- ----------------------- ====================
<S> <C> <C> <C> <C>
Common Stock, no par value 1,300,000 Shares(2) $4.90625 $6,375,125 $1,881.55
- ------------------------------------- --------------------- ---------------------- ----------------------- ====================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, on the basis of the
average of the high and low reported price of the Common Stock of $4.90625
on the Nasdaq National Market on July 31, 1998.
================================================================================
(2) Includes 1,300,000 shares of Common Stock issuable under the Zoom
Telephonics, Inc. 1990 Stock Option Plan. Such presently indeterminable number
of additional shares of Common Stock are also registered hereunder as may be
issued in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other similar change in Common
Stock.
================================================================================
</FN>
</TABLE>
<PAGE>
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,300,000 shares of the Registrant's Common Stock
reserved for issuance under the Zoom Telephonics, Inc. 1990 Stock Option Plan,
as amended (the "1990 Stock Option Plan"). Except as otherwise provided herein,
the contents of this Registration Statement also incorporates by reference and
serves as Post-Effective Amendment No. 2 to the Registrant's previously filed
Registration Statement on Form S-8 (Registration No. 33-42834), which registered
600,000 shares issuable under the Zoom Telephonics, Inc. 1990 Stock Option Plan,
120,000 shares issuable under the Zoom Telephonics, Inc. 1991 Directors Stock
Option Plan, and 25,000 shares granted to a director of the Registrant, and
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-90930), which registered an additional 900,000
shares issuable under the 1990 Stock Option Plan and 78,000 shares issuable
under the 1991 Directors Stock Option Plan.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 7. Indemnification of Directors and Officers.
Section 124 of the Canada Business Corporations Act permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations.
The By-Laws of the Registrant provide for the indemnification of
directors and officers of the Registrant pursuant to Section 124. The By-Laws
provide for the indemnification of a director or officer, a former director or
officer, or a person who acts or acted at the Registrant's request as a director
or officer of a corporation in which the Registrant is or was a shareholder or
creditor, and his heirs and legal representatives, against any and all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by such person in respect of any civil, criminal
or administrative proceeding to which such person was made a party by reason of
being or having been a director or officer of the Registrant or such other
corporation if such person acted honestly and in good faith with a view to the
best interests of the Registrant, or, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, such
person had reasonable grounds in believing that the conduct was lawful. The
By-Laws provide that the Registrant shall also indemnify any such person in such
other circumstances as the Canada Business Corporations Act permits or requires.
The By-Laws limit the right of any person entitled to indemnification to claim
indemnity apart from the provisions of the By-Laws to the extent permitted by
the Canada Business Corporations Act or such other law.
The Registrant has purchased a general liability insurance policy that
covers certain liabilities of directors and officers of the Registrant arising
out of claims based upon acts or omissions in their capacities as directors or
officers.
The Registrant has entered into indemnification agreements with its
directors and certain of its officers pursuant to which the Registrant is
contractually obligated to indemnify such persons to the fullest extent
permitted by applicable law.
<PAGE>
Item 8. Exhibits.
Number Description
5 Legal Opinion of Thomas, Rondeau
23.1 Consent of Thomas, Rondeau (contained in its opinion filed as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on the Signature Page of this Registration
Statement).
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on
August 4, 1998.
ZOOM TELEPHONICS, INC. By:
/s/ Frank B. Manning
Frank B. Manning, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank B. Manning and Peter R. Kramer, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Frank B. Manning Chairman of the Board, President August 4, 1998
------------------------------------ and Chief Executive Officer
Frank B. Manning (Principal Executive Officer)
/s/ Robert A. Crist Principal Financial and Accounting August 4, 1998
- ------------------------------------ Officer
Robert A. Crist
/s/ Peter R. Kramer Director August 4, 1998
- ------------------------------------
Peter R. Kramer
/s/ Bernard Furman Director August 4, 1998
- ------------------------------------
Bernard Furman
/s/ L. Lamont Gordon Director August 4, 1998
- ------------------------------------
L. Lamont Gordon
/s/ J. Ronald Woods
- ------------------------------------
J. Ronald Woods Director August 4, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Page No.
5 Legal Opinion of Thomas, Rondeau
23.1 Consent of Thomas, Rondeau (contained in its opinion
filed as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on the Signature
Page of this Registration Statement).
<PAGE>
EXHIBIT 5
File No.: 105200
July 29, 1998
Zoom Telephonics Inc.
207 South Street
Boston, Massachusetts
U.S.A. 02111
Dear Sirs:
Re: Zoom Telephonics, Inc.
Registration Statement on Form S-8
We are Canadian counsel to Zoom Telephonics, Inc. a Canadian
corporation (the "Company"). We have been asked to deliver this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to an
additional 1,300,000 shares of the Company's Common Stock, no par value (the
"Shares") issuable upon exercise of the options granted or to be granted
pursuant to the Company's 1990 Stock Option Plan, as amended (the "1990 Stock
Option Plan").
We are qualified to render opinions only as to the laws of the Province
of British Columbia and the federal laws of Canada applicable herein.
Accordingly, we express no opinion as to the laws of any other jurisdiction.
This opinion is subject to the qualification that with respect to the
enforceability of any document, or instrument covered by this opinion, the
rights and remedies are subject to any applicable bankruptcy or insolvency laws
or other laws affecting creditors' rights generally and no opinion is given as
to the availability on any specific instance of the remedy of specific
performance or any other equitable remedy. We take no responsibility for
updating the opinions expressed herein or taking into account any event, action,
interpretation, change of law or similar item which occurs after the date
hereof.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. a copy of the Articles of Continuance of the Company as in effect on
the date hereof;
2. a copy of By-Law No.1 and By-Law No. 2 of the Company as in effect
on the date hereof;
3. the corporate records of the Company relating to the proceedings
shareholders and directors of the Company;
4. the 1990 Stock Option Plan; and
5. the Registration Statement.
In giving our opinion, we have relied as to matters in fact upon the
certificates, reports, letters and representations of public officials and of
representatives of the Company. For purposes of this opinion we have assumed
without any investigation (1) the legal capacity of each natural person and (2)
the genuineness of each signature, the completeness of each document submitted
to us as an original and the conformity to the original of each document
submitted to us as a copy.
Our opinion hereafter expressed is based solely upon (1) our view of
the Documents, (2) discussions with those attorneys who have devoted substantive
attention to the matters contained herein and (3) such review of published
sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the applicable Plan, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Yours truly,
/s/ THOMAS, RONDEAU
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Zoom Telephonics, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
August 3, 1998
