<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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)
--------------------------
ZOOM TELEPHONICS, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN
(Full Title of Plan)
--------------------------
FRANK B. MANNING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ZOOM TELEPHONICS, INC.
207 SOUTH STREET
BOSTON, MA 02111
(617) 423-1072
(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
--------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===============================================================================================================================
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 350,000 Shares(2) $6.625 $2,318,750 $612.15
===============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, on the basis
of the average of the high and low reported price of the Common Stock of
Zoom Telephonics, Inc. on the Nasdaq National Market on September 29,
2000.
(2) Includes 350,000 shares of Common Stock issuable under the Zoom
Telephonics, Inc. 1998 Employee Equity Incentive 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.
================================================================================
<PAGE>
THIS REGISTRATION STATEMENT ON FORM S-8 IS BEING FILED FOR THE PURPOSE
OF REGISTERING AN ADDITIONAL 350,000 SHARES OF THE REGISTRANT'S COMMON STOCK
RESERVED FOR ISSUANCE UNDER THE ZOOM TELEPHONICS, INC. 1998 EMPLOYEE EQUITY
INCENTIVE PLAN, AS AMENDED (THE "PLAN"). EXCEPT AS OTHERWISE PROVIDED HEREIN,
THE CONTENTS OF THIS REGISTRATION STATEMENT ALSO INCORPORATES BY REFERENCE THE
REGISTRANT'S PREVIOUSLY FILED REGISTRATION STATEMENTS ON FORM S-8 (FILE NOS.
333-75575 AND 333-90191) WHICH REGISTERED A TOTAL OF 600,000 SHARES ISSUABLE
UNDER THE PLAN.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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<CAPTION>
NUMBER DESCRIPTION
<S> <C>
4.1 Articles of Continuance, filed as Exhibit 3.1 to Registration Statement No. 333-38950 on Form S-3.*
4.2 By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to Registration Statement No. 333-38950 on Form S-3.*
4.3 By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to Registration Statement No. 333-38950 on Form S-3.*
4.4 Specimen Certificate of Common Stock, filed as Exhibit 4.01 to Registration Statement No. 333-01452 on Form
S-3.*
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 LLP
24 Power of Attorney (included on the Signature Page of this Registration
Statement).
99.1 Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan, as amended.
</TABLE>
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the
documents previously filed with the Commission, which are incorporated
by reference herein.
<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
October 3, 2000.
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 October 3, 2000
------------------------------------ and Chief Executive Officer
FRANK B. MANNING (Principal Executive Officer)
/s/ Robert A. Crist Principal Financial and Accounting October 3, 2000
------------------------------------ Officer
ROBERT A. CRIST
/s/ Peter R. Kramer Director October 3, 2000
------------------------------------
PETER R. KRAMER
/s/ Bernard Furman Director September 15, 2000
------------------------------------
BERNARD FURMAN
/s/ L. Lamont Gordon Director October 3, 2000
------------------------------------
L. LAMONT GORDON
J. Ronald Woods Director October 3, 2000
------------------------------------
J. RONALD WOODS
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
<S> <C> <C>
4.1 Articles of Continuance, filed as Exhibit 3.1 to Registration Statement No. 333-38950
on Form S-3.*
4.2 By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to Registration Statement No.
333-38950 on Form S-3.*
4.3 By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to Registration Statement No.
333-38950 on Form S-3.*
4.4 Specimen Certificate of Common Stock, filed as Exhibit 4.01 to Registration Statement No.
333-01452 on Form S-3.*
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 LLP
24 Power of Attorney (included on the Signature Page of this Registration
Statement)
99.1 Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan, as amended.
</TABLE>
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the
documents previously filed with the Commission, which are incorporated
by reference herein.
