UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/A


(Amendment No.
1)








☑ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the fiscal year ended December 31, 2018





or





☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the transition period from: _____________ to
_____________





Commission File Number: 0-18672





ZOOM TELEPHONICS, INC.(Exact name of registrant as specified in its
charter)








Delaware
04-2621506(State or other jurisdiction
(I.R.S. Employerof incorporation or organization)
Identification No.)





99 High Street, Boston, Massachusetts 02110


(Address of Principal Executive Office) (Zip
Code)





(617) 423-1072


(Registrant’s telephone
number, including area code)





Securities Registered Pursuant to Section 12 (b) of the Act:
None





Securities Registered Pursuant to Section 12 (g) of the
Act:


Common Stock, $0.01 Par Value


(Title of Class)





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes☐No☑





Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. Yes☐No☑





Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90
days.  Yes☑No☐





Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files). 
Yes☑No☐











Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.☐





Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):





Large
accelerated filer
☐
Accelerated
filer
☐Non-accelerated
filer
☑
Smaller
reporting company
☑Emerging
growth company
☐





If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐





Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐No☑





The
aggregate market value of the common stock, $0.01 par value, of the
registrant held by non-affiliates of the registrant as of June 30,
2018, based upon the last sale price of such stock on that date as
reported by the OTCQB, was $41,743,289.





The
number of shares outstanding of the registrant's common stock,
$0.01 par value, as of March 20, 2019 was 16,154,681
shares.





DOCUMENTS INCORPORATED BY REFERENCE: None.














EXPLANATORY NOTE





This
Annual Report on Form 10-K/A is being filed by Zoom Telephonics,
Inc. (the "Company") to amend the Annual Report on Form 10-K for
the year ended December 31, 2018 filed by the Company with the
Securities and Exchange Commission (the "SEC") on April 1, 2019
(the “Original Report”) to include the information
required to be disclosed by Part III, Items 10 through 13 of Form
10-K. Except for Items 10 through 13 of Part III, no other
information included in the Original Report is changed by this
amendment.





As
required pursuant to the Securities Exchange Act of 1934, as
amended, this Amendment also includes updated certifications from
the Company’s Chief Executive Officer and Acting Chief
Financial Officer as Exhibits 31.1 and 32.1.





This
Form 10-K/A does not amend, update or change any other item or
disclosure in the Original Report or reflect events that occurred
after the date of the Original Report. Therefore, this Form 10-K/A
should be read in conjunction with the Original Report and the
Company’s other filings made with the SEC subsequent to the
filing of the Original Report.








PART III





ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information Regarding the Board of Directors





The
Board of Directors currently consists of five members. Derek Elder
resigned from the Board of Directors on January 25, 2019, and was
not the result of any disagreement with management. Robert Crowley
passed away September 12, 2018. At each meeting of stockholders,
Directors are elected for a one-year term. The following table and
biographical descriptions set forth information regarding the
current members of the Board of Directors.





Name
Age
Principal Occupation
Director SinceFrank
B. Manning
70
Chief
Executive Officer, President and Chairman of the Board of Zoom
Telephonics, Inc.
1977Peter
R. Kramer(2),
(3)
67
Artist
1977Joseph
J. Donovan(1),
(2), (3)
70
Adjunct
Professor at Suffolk University's Sawyer School of
Management
2005Philip
Frank(1),
(2)
48
President
and CEO of VUI, Inc.
2015Peter
Sykes
73
Personal
Investor
2016





(1)     Members
of the Audit Committee as of March 31, 2019. Chair,
vacancy.


(2)
Members of the Compensation
Committee as of March 31, 2019. Chair, Peter
Kramer.


(3)
Members of the Nominating
Committee as of March 31, 2019. Chair, Joseph
Donovan.








Frank B. Manning is a co-founder of our
company. Mr. Manning has been our chief executive officer and
a Director since May 1977, and served as our president from
1977 through 2018. He has served as our chairman of the board since
1986. He earned his BS, MS and PhD degrees in Electrical
Engineering from the Massachusetts Institute of Technology, where
he was a National Science Foundation Fellow. From 1998 through late
2006 Mr. Manning was also a director of the Massachusetts
Technology Development Corporation, a public purpose venture
capital firm that invests in seed and early-stage technology
companies in Massachusetts. Mr. Manning is the brother of
Terry Manning, our vice president of sales and marketing. From 1999
to 2005 Mr. Frank Manning was a Director of Intermute, a
company that Zoom co-founded and that was sold to Trend Micro Inc.,
a subsidiary of Trend Micro Japan. Mr. Manning was a Director
of Unity Business Networks, a hosted VoIP service provider, from
Zoom's investment in July 2007 until Unity’s acquisition
in October 2009. From its inception until November 2010
Mr. Manning was also a director of Zoom Technologies, Inc.
Mr. Manning’s extensive experience as our CEO and
President for many years, as well as his overall experience and
professional skills in electronics and business, enable him to
capably serve as Chairman of Zoom’s Board of
Directors.





3





Peter R. Kramer is a co-founder of Zoom
and has been a Director of Zoom since May 1977.
Mr. Kramer also served as our Executive Vice President from
May 1977 until November 2009, when he retired from this
position. He earned his B.A. degree in 1973 from SUNY Stony Brook
and his Master’s in Fine Art degree from C.W. Post College in
1975. From 1999 to 2005 Mr. Kramer was a Director of
Intermute, a company that Zoom co-founded and that was sold to
Trend Micro Inc., a subsidiary of Trend Micro Japan.
Mr. Kramer was a member of the Board of Directors of Zoom
Technologies, Inc. from 1977 until September 2009.
Mr. Kramer’s experience as our co-founder and as
Executive Vice President with Zoom for over thirty years enables
him to bring a well-informed perspective to our Board of
Directors.





Joseph J. Donovan has been a Director
of Zoom since 2005. From March 2004 through
September 2009 Mr. Donovan served as the Director of
Education Programs of Suffolk University's Sawyer School of
Management on the Dean College campus, where he was responsible for
the administration of undergraduate and graduate course offerings
at Dean College. Mr. Donovan serves as an adjunct faculty
member at Suffolk University's Sawyer School of Management. He
teaches Money and Capital Markets, Managerial Economics, and
Managerial Finance in the Graduate School of Business
Administration at Suffolk University. Mr. Donovan served as
the Director of Emerging Technology Development for the
Commonwealth of Massachusetts' Office of Emerging Technology from
January 1993 through October 2004. Mr. Donovan also
served as a Director of the Massachusetts Technology Development
Corporation, the Massachusetts Emerging Technology Development
Fund, and the Massachusetts Community Development Corporation. He
received a Bachelor of Arts in Economics and History from St.
Anselm College in Manchester, N.H. and a Master's Degree in
Economics and Business from the University of Nebraska.
Mr. Donovan was a member of the Board of Directors of Zoom
Technologies, Inc. from 2005 until September 2009.
Mr. Donovan adds a unique perspective to our Board of
Directors which he gained through his experience both as an
educator and a leader in the Massachusetts high technology
community.





Philip Frank
is a technology executive with over 25
years of experience.He has been a Director of Zoom since September 22,
2015.  He has served as President, CEO and Director of VUI,
Inc. since September 2018.  Prior to that, he was the
President, CEO and a Director of AirSense Wireless from August of
2016 until its sale to Charter Communications in January 2018, and
was Zoom's Chief Financial Officer from September 2015 to July
2016.  From February 2005 to December 2014 he worked for the
Nokia Corporation including Nokia Siemens Networks, based in
London, UK.  At Nokia, Mr. Frank was most recently the Global
Head of Corporate Development and M&A.  Earlier in his
career Mr. Frank was an executive with AT&T Wireless as well as
having worked with global advisory firms Diamond-Cluster
International and Accenture.  He received a Master’s in
Business Administration from the University of Michigan Ross
School of Business.  Mr. Frank’s extensive experience as
a senior financial and development executive with the world’s
largest telecommunications service provider and with the
world’s largest infrastructure vendor provides Zoom with
topical industry expertise and a valuable perspective regarding
financial management, strategy, development and
sales.





Peter Sykes has been a Director of Zoom
since October 24, 2016.  Mr. Sykes is a British entrepreneur
and investor. Mr. Sykes had a successful corporate career with Dell
Inc., from 1992 to 2002 initially setting up the Dell subsidiaries
in Switzerland and Austria and later developing the Dell Global
Enterprise Program across Europe.  Subsequently, Mr. Sykes
spearheaded Dell's development of Thailand, Korea and India. 
Since 2002 Mr. Sykes has managed his personal investment portfolio.
Mr. Sykes has a wealth of experience developing electronics
hardware sales channels enabling him to capably serve on our Board
of Directors.





Board of Directors' Meetings, Structure and Committees





The
Board of Directors held four (4) meetings during the year ending
December 31, 2017. Each director attended at least 75% of the
meetings of the Board of Directors and each Committee on which he
served. All of Zoom's directors are encouraged to attend Zoom's
Annual Meeting of stockholders. There was one director in
attendance at the 2018 Annual Meeting.





Standing committees
of the Board include an Audit Committee, a Compensation Committee
and a Nominating Committee. As of December 31, 2018,
Messrs. Donovan and Frank served as the members of the Audit
Committee. The chairman position of the Audit Committee is
currently vacant. Messrs. Donovan, Kramer and Frank served as
members of the Compensation Committee with Mr. Kramer presiding as
chairman. Messrs. Donovan and Kramer served as the members of
the Nominating Committee with Mr. Donovan presiding as
chairman.





Board Independence. The Board of
Directors has reviewed the qualifications of Messrs. Donovan,
Kramer, Frank and Sykes and has determined that each individual is
"independent" as such term is defined under the current listing
standards of the Nasdaq Stock Market. In addition, each member of
the Audit Committee is independent as required under
Section 10A(m)(3) of the Securities Exchange Act of 1934, as
amended.





Structure of the Board of Directors.
Mr. Manning serves as our Chief Executive Officer and Chairman
of the Board. The Board of Directors believes that having our Chief
Executive Officer serve as Chairman of the Board facilitates the
Board of Directors’ decision-making process because
Mr. Manning has first-hand knowledge of Zoom’s
operations and the major issues facing the company. In addition,
the Board of Directors believes this structure makes sense
considering the size of Zoom’s operations. This structure
also enables Mr. Manning to act as the key link between the
Board of Directors and other members of management. The Board of
Directors has not designated a lead independent
director.





The Board of Directors’ Role in Risk
Oversight. The Board of Directors oversees our risk
management process. This oversight is primarily accomplished
through the Board of Directors’ committees and
management’s reporting processes, including receiving regular
reports from members of senior management on areas of material risk
to the company, including operational, financial and strategic
risks. The Audit Committee focuses on risks related to accounting,
internal controls, and financial and tax reporting and related
party transactions. The Audit Committee also assesses economic and
business risks and monitors compliance with ethical standards. The
Compensation Committee identifies and oversees risks associated
with our executive compensation policies and
practices.





4





Our Other Executive Officers





The
names and biographical information of our current executive
officers who are not members of our Board of Directors are set
forth below:





Name
Age
Position with ZoomJoseph
L. Wytanis
59
President
and Chief Operating OfficerTerry
J. Manning
67
Vice
President of Sales and MarketingDeena
Randall
65
Vice
President of Operations





Joseph L. Wytanis joined us in 2018 as
a high technology senior
level executive with extensive experience in consumer electronic
and communication companies. Prior to joining Zoom, 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.





Terry J. Manning joined us in 1984 and
served as corporate communications director from 1984 until 1989,
when he became the director of our sales and marketing department.
Terry Manning is Frank Manning's brother. Terry Manning earned his
BA degree from Washington University in St. Louis in 1974 and his
MPPA degree from the University of Missouri at St. Louis in
1977.





Deena Randall joined us in 1977.
Ms. Randall has served in various senior positions within our
organization and has directed our operations since 1989.
Ms. Randall earned her BA degree from Eastern Nazarene College
in 1975.





Code of Ethics and Code of Conduct





Our
Board has adopted a Code of Conduct that is applicable to all of
our directors and executive officers and a Code of Ethics for
Senior Financial Officers. A copy of our Code of Conduct and Code
of Ethics is available on the Governance page of our website at
www.zoomtel.com
or upon request, without charge, but contacting us at (617)
753-0897 or through an e-mail request to
investor@zoomtel.com.





Section 16(a) Beneficial Ownership Reporting
Compliance





Ownership of and
transactions in our common stock by our executive officers and
directors and owners of 10% or more of our outstanding common stock
are required to be reported to the SEC pursuant to Section 16(a) of
the Exchange Act. Based solely on our review of these reports and
written representations from certain reporting persons, during
fiscal year 2018, all such reports were filed in a timely
manner.








ITEM 11 - EXECUTIVE AND DIRECTORS’ COMPENSATION





5





EXECUTIVE COMPENSATION





Summary Compensation Table





The
following Summary Compensation Table sets forth the total
compensation paid or accrued for the fiscal years ended
December 31, 2018 and December 31, 2017 for our principal
executive officer and our other three most highly compensated
executive officers who were serving as executive officers on
December 31, 2018. We refer to these officers as our named
executive officers.








Name and Principal Position
Year
Salary
($)
Bonus
(1)
($)
Option Awards
(2)
($)
All Other Compensation (3)
($)
Total
($)Frank
B. Manning,
Chief
Executive Officer
2018
2017
$129,272
$129,272
--
$2,288
$45,500
---
$536
$6,244
$175,308
$137,804Deena
Randall,
Vice
President of Operations
2018
2017
$128,336
$128,336
--
$2,288
$40,950
--
$536
$29,179
$169,822
$159,803Terry
J. Manning,
Vice
President of Sales and Marketing
2018
2017
$123,500
$123,500
--
$2,288
$36,400
--
$528
$466
$160,428
$126,254Joseph
L. Wytanis,
President
and Chief Operating Officer
2018
2017
$26,923
--
$30,000
--
$76,273
--
--
--
$133,196
--





(1)
 The amounts in this
column represent discretionary bonus payments granted in the
applicable fiscal year.





(2)
 The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan.
Assumptions used in the calculations of these amounts are included
in Note 7 to our Financial Statements included in our Annual Report
on Form 10-K for the year ended December 31, 2018. These
options are incentive stock options issued under the 2009 Stock
Option Plan and represent the right to purchase shares of Common
Stock at a fixed price per share (the grant date fair market value
of the shares of Common Stock underlying the options).





(3)
 The amounts
included in the “All Other Compensation” column for
2018 consists of: (a) life insurance premiums paid by Zoom to the
named executive officer: Mr. Frank B. Manning $186,
Mr. Terry Manning $178 and Ms. Randall $186; and (b)
Zoom’s contribution to a 401(k) plan of $350 for each named
executive officer. For 2017 consists of: (a) life insurance
premiums paid by Zoom to the named executive officer:
Mr. Frank B. Manning $5,773, Mr. Terry Manning $116 and
Ms. Randall $186; and (b) Zoom’s contribution to a
401(k) plan of $350 for each named executive officer.; and (c)
proceeds received from sale of an incentive stock option grant to
Ms. Randall $29,179.





6





Outstanding
Equity Interests





The
following table sets forth information concerning outstanding stock
options as of December 31, 2018 for each named executive
officer.








Outstanding
Equity Awards at 2018 Fiscal Year-End





Name
Grant Date (1)
Number of Securities
Underlying Unexercised Options
Option Exercise
Price
Option Expiration DateExercisable
Options
Unexercisable
OptionsFrank
B. Manning
04/30/2015
08/09/2018
75,000
--
--
50,000
$0.25
$2.09
04/30/2020
08/09/2021Terry
Manning
04/30/2015
60,000
--
$0.25
04/30/202008/09/2018
--
40,000
$2.09
08/09/2021Deena
Randall
08/09/2018
--
45,000
$2.09
08/09/2021Joseph
Wytanis
10/29/2018
--
100,000
$1.66
08/09/2021





(1)
 The options granted
on April 30, 2015 are vested in full.








Employment, Termination and Change of Control
Agreements





On
December 8, 2009 Zoom entered into severance and change of
control agreements with each of the named executive officers. The
purpose of these arrangements is to encourage the named executive
officers to continue as employees and/or assist in the event of a
change-in-control of Zoom. Zoom has entered into agreements with
each of the named executive officers formalizing the compensation
arrangement described below.





Under
the terms of each agreement, if a named executive officer is
terminated by Zoom for any reason other than for cause, such named
executive officer will receive severance pay in an amount equal to
the greater of three months’ base salary or a number of weeks
of base salary equal to the number of full years employed by Zoom
divided by two and all outstanding stock options issued on or after
September 22, 2009 held by the named executive officer will
become immediately vested and will be exercisable for a period of
up to 30 days after termination.





Under
the terms of each agreement, each named executive officer will
receive severance pay equal to six months’ base salary if (i)
the named executive officer’s employment is terminated
without cause within six months after a change-in-control, (ii) the
named executive officer’s job responsibilities, reporting
status or compensation are materially diminished and the named
executive officer leaves the employment of the acquiring company
within six months after the change-in-control, or (iii) Zoom is
liquidated. In addition, in the event of a change-in-control or
liquidation of Zoom, outstanding stock options granted to the named
executive officer on or after September 22, 2009 will become
immediately vested.





Potential Termination and Change-in Control Payments
 
 As of
December 31, 2018 in the event a named executive officer is
terminated by Zoom for any reason other than cause or a
change-in-control or liquidation of Zoom, the named executive
officer would receive the following cash payments: Mr. Frank
Manning $50,963; Ms. Randall $50,594 and Mr. Terry
Manning $40,375. These amounts represent the greater of three
months salary or the number of weeks of base salary equal to the
number of years employed by Zoom divided by two. In the event of
termination as a result of a change-in-control or liquidation, the
named executive officers would receive the following cash payments:
Mr. Frank Manning $64,636; Ms. Randall $64,183 and
Mr. Terry Manning $61,750. These amounts represent six
months’ base salary. In the event of either termination of
employment, all options held by the named executive officers that
were issued on or after September 22, 2009 would become
immediately vested.


7





Director Compensation





The
following table sets forth information concerning the compensation
of our Directors who are not named executive officers for the
fiscal year ended December 31, 2018.





Name
Fees Earned or Paid in Cash
Option Awards (1)(2)(3)(4)
All Other Compensation
TotalRobert
Crowley(4)
$1,500
$19,317
−
$20,817Joseph
J. Donovan
$2,000
$19,317
−
$21,317Peter
R. Kramer
$2,000
$19,317
−
$21,317George
Patterson (5)
$300
$9,225
−
$9,525Philip
Frank
$2,000
$19,317
−
$21,317Derek
Elder(6)
$1,340
$34,822
−
$35,162Peter
Sykes
$2,000
$19,317
−
$21,317





(1)
 The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option
Plan. Assumptions used in the calculations of these amounts are
included in Note 7 to our Financial Statements included in our
Annual Report on Form 10-K for the year ended
December 31, 2018. These options are non-qualified stock
options issued under the 2009 Directors Stock Option Plan and
represent the right to purchase shares of Common Stock at a fixed
price per share (the grant date fair market value of the shares of
Common Stock underlying the options).





(2)
 As of
December 31, 2018, each non-employee Director holds the
following aggregate number of shares under outstanding stock
options:





Name
Number of Shares Underlying Outstanding Stock OptionsRobert
Crowley
75,000Joseph
J. Donovan
75,000Peter
R. Kramer
Derek
Elder
Philip
Frank
Peter
Sykes
75,000
27,500
60,000
30,000





(3)
 The number of
shares underlying stock options granted to each non-employee
Director in 2018 and the grant date fair market value of such stock
options is:








Name
Grant Date
Number of Shares underlying Stock Options Grants in
2018
Grant Date Fair Value of Stock Option Grants in 2018Robert
Crowley
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092Joseph
J. Donovan
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092Peter
R. Kramer
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092George
Patterson
01/10/18
7,500
$9,225Derek
Elder
05/16/18
07/10/18
20,000
7,500
$24,730
$10,092Philip
Frank
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092Peter
Sykes
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092





(4)
 On September 12,
2018, Mr. Robert Crowley passed away.





(5)
 On February 23,
2018, George Patterson resigned from
the Board of Directors (the “Board”) of the Zoom
Telephonics, Inc. (the “Company”) and from the Audit
Committee of the Board, in order to comply with the policies of Mr.
Patterson’s new employer.  Mr. Patterson’s
resignation was not the result of any disagreements with the
Company on any matter relating to the Company’s operations,
policies or practices.





(6)
 On April 26, 2018,
Derek Elder was voted in the Board of
Directors. On January 25, 2019, he resigned from the
Board.





Each
non-employee Director of Zoom receives a fee of $500 per quarter
plus a fee of $500 for each meeting at which the Director is
personally present. Travel and lodging expenses are also
reimbursed.





Each
non-employee Director of Zoom may be granted stock options under
Zoom's 2009 Directors Stock Option Plan, as amended (the "Directors
Plan"). The Directors Plan provides in the aggregate that 700,000
shares of Common Stock (subject to adjustment for capital changes)
may be issued upon the exercise of options granted under the
Directors Plan. The exercise price for the options granted under
the Directors Plan is the fair market value of the Common Stock on
the date the option is granted. During 2018 Messrs. Crowley,
Donovan, Kramer, Elder, Patterson, Frank and Sykes received options
to purchase 110,000 shares combined at a weighted average exercise
price of $2.51 per share.





8





Option Exercises





Peter
Kramer, Joseph Donovan, and Deena Randall exercised options to
purchase a total of 175,000 shares of common stock during the
fiscal year ended December 31, 2017. Peter Kramer, Joseph
Donovan, Frank Manning, Terry Manning and George Patterson
exercised options to purchase a total of 97,500 shares of common
stock during the fiscal year ended December 31,
2018.








ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS





We maintain a number of equity compensation plans for employees,
officers, directors and others whose efforts contribute to our
success. The table below sets forth certain information as of our
fiscal year ended December 31, 2018 regarding the shares of our
common stock available for grant or granted under stock option
plans that (i) were approved by our stockholders, and (ii) were not
approved by our stockholders.





Equity Compensation Plan Information.





Plan Category
Number Of Securities
To Be Issued Upon Exercise Of
Outstanding Options
Weighted-Average Exercise Price Of Outstanding 
Options
Number Of Securities
Remaining Available For
Future Issuance Under Equity
Compensation Plans (excluding  securities reflected in
 column (a))(a)
(b)
(c)Equity compensation plans approved by security
holders(1)
1,912,103
$1.46
3,885,853Total:
1,912,103
$1.46
3,885,853








(1)
 Includes
the 2009 Stock Option Plan and the 2009 Directors Stock Option
Plan. These plans were approved by the shareholders at the 2010
annual meeting.  At the 2013 annual meeting, shareholders
approved an increase to the total number of shares available for
issuance for the 2009 Stock Option Plan. The new number of shares
is 5,500,000. At the 2013 annual meeting, shareholders approved an
increase to the total number of shares available for issuance for
the 2009 Directors Stock Option Plan. The new number of shares is
700,000. The purposes of the 2009 Stock Option Plan are to attract
and retain employees and provide an incentive for them to assist us
in achieving our long-range performance goals, and to enable such
employees to participate in our long-term growth.  The
purposes of the 2009 Directors Stock Option Plan is to attract and
retain non-employee directors and to enable such directors to
participate in our long-term growth.  The 2009 Stock
Option Plan and the 2009 Directors Stock Option Plan are
administered by the Compensation Committee of the Board of
Directors. All stock options granted under the 2009 Stock Option
Plan and the 2009 Directors Stock Option Plan have been granted
with an exercise price equal to at least the fair market value of
the common stock on the date of grant.





9





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





The
following table sets forth certain information regarding beneficial
ownership of Zoom's Common Stock as of March 31, 2019 by (i) each
person who is known by Zoom to own beneficially more than
five percent (5%) of Zoom's outstanding Common Stock, (ii)
each of Zoom's Directors and named executive officers, as listed
below in the Summary Compensation Table under the heading
"Executive Compensation", and (iii) all of Zoom's current Directors
and executive officers as a group.





On
March 31, 2019 there were 16,162,181 issued and outstanding shares
of Zoom's Common Stock. Unless otherwise noted, each person
identified below possesses sole voting and investment power with
respect to the shares listed. The information contained in this
table is based upon information received from or on behalf of the
named individuals or from publicly available information and
filings by or on behalf of those persons with the SEC.








Name (1)
Number of Shares Beneficially Owned
% of Common StockManchester
Management Company LLC(2)
3 West
Hill Place
Boston,
MA 02114
4,285,714
26.5%Frank
B. Manning(3)
1,519,639
9.4%Peter
R. Kramer(4)
389,929
2.4%Joseph
J. Donovan(5)
136,000
*Philip
Frank(6)
67,500
*Peter
Sykes((7)
114,850
*Joseph
L. Wytanis(8)
25,000
*Terry
J. Manning(9)
253,842
1.6%Deena
Randall(10)
156,250
*All
current directors and ExecutiveOfficers
as a group (9 persons)(11)
2,663,010
16.0%





*Less
than one percent of shares outstanding.





(1)
 Unless otherwise
noted: (i) each person identified possesses sole voting and
investment power over the shares listed; and (ii) the address of
each person identified is c/o Zoom Telephonics, Inc., 99 High
Street, Boston, Massachusetts 02110.


(2)
 Information is
based on a Schedule 13D filed by Manchester Management Co LLC on
September 27, 2015. It includes the following stockholders
Manchester Explorer, L.P. in the amount of 2,857,143 shares, JEB
Partners, L.P. in the amount of 1,142,857 shares, James E. Besser
in the amount of 142,857 shares and Morgan C. Frank in the amount
of 142,857 shares totaling 1,295,376. In all cases the address
listed in the above table applies to all stockholders other than
Morgan C. Frank whose address is: 1398 Aerie Drive, Park City, UT
84060.


(3)
 Includes 87,500
shares that Mr. Frank B. Manning has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after March 31, 2019.


(4)
 Includes 75,000
shares that Mr. Kramer has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after March 31, 2019.


(5)
 Includes 75,000
shares the Mr. Donovan has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after March 31, 2019.


(6)
 Includes 67,500
shares that Mr. Philip Frank has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days March 31, 2019.


(7)
 Includes 37,500
shares that Mr. Peter Sykes has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after March 31, 2019.


(8)
 Includes 25,000
shares that Mr. Joseph L. Wytanis, who joined the Company in
October 2018, has the right to acquire upon exercise of outstanding
stock options exercisable within sixty (60) days after March 31,
2019.


(9)
 Includes 70,000
shares that Mr. Terry Manning has the right to acquire upon
exercise of outstanding stock options exercisable within sixty (60)
days after March 31, 2019.


(10)
 Includes 11,250
shares that Ms. Randall has the right to acquire upon exercise
of outstanding stock options exercisable within sixty (60) days
after March 31, 2019.


(11)
Includes an aggregate of 448,750 shares that the current directors
and named executive officers listed above have the right to acquire
upon exercise of outstanding stock options exercisable within sixty
(60) days after March 31, 2019.





10








ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE





Item
404(d) of Regulation S-K requires us to disclose any
transaction in which the amount involved exceeds the lesser of (i)
$120,000, or (ii) one percent of the average of Zoom’s
total assets at year end for the last two completed fiscal years,
in which Zoom is a participant and in which any related person has
or will have a direct or indirect material interest. A related
person is any executive officer, Director, nominee for Director, or
holder of 5% or more of our common stock, or an immediate family
member of any of those persons.





Since
January 1, 2018, Zoom has not been a participant in any
transaction that is reportable under Item 404(d) of
Regulation S-K.





Policies and Procedures Regarding Review, Approval or Ratification
of Related Person Transactions





In
accordance with our Audit Committee charter, which is in writing,
our Audit Committee is responsible for reviewing and approving the
terms of any related party transactions. The Audit Committee
charter sets forth the standards, policies and procedures that we
follow for the review, approval or ratification of any related
person transaction that we are required to report pursuant to Item
404(d) of Regulation S-K promulgated by the Securities and Exchange
Commission. Any related person transactions would need to be
approved by our Audit Committee prior to us entering into such a
transaction.








ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit Committee Policy on Pre-Approval of Services of Independent
Registered Public Accounting Firm





The
Audit Committee's policy is to pre-approve all audit and
permissible non-audit services provided by the independent
registered public accounting firm. These services may include audit
services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year. The Audit
Committee may also pre-approve particular services on a
case-by-case basis. During our fiscal year ended December 31,
2018, no services were provided to us by Marcum LLP other than in
accordance with the pre-approval procedures described
herein.





Principal Accountant Fees and Services





The
firm of Marcum LLP served as our independent registered public
accounting firm for fiscal years 2018 and 2017.  The table
below shows the aggregate fees that the Company paid or accrued for
the audit and other services provided by Marcum LLP for the fiscal
years ended December 31, 2018 and December 31,
2017:





FEE CATEGORY

2018


2017Audit fees (1)

$
169,060


$
159,757Audit-related fees (2)


––



––Total fees

$
169,060


$
159,757





(1) Audit Fees.
Consists of fees billed for
professional services rendered for the audit of Zoom’s
consolidated financial statements and review of the
interim consolidated financial statements included in
quarterly reports and services that are normally provided in
connection with statutory filings and
engagements.





(2) Audit-Related Fees.
Consists of fees billed for assurance
and related services that are reasonably related to the performance
of the audit or review of Zoom’s consolidated financial
statements and are not reported under "Audit
Fees".





All
services rendered by Marcum LLP for fiscal years 2017 and 2018 were
permissible under applicable laws and regulations, and were
pre-approved by the Audit Committee.





11





PART IV





ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
The following documents are filed as part of this Annual Report on
Form 10-K/A:





(1)
 Financial
Statements—No financial statements are filed with this Form
10-K/A. The financial statements and notes thereto were included as
part of the 10-K filed with the SEC on April 1, 2019.





(2)
 Financial
Statement Schedules—Supplemental schedules are not provided
because of the absence of conditions under which they are required
or because the required information is given in the financial
statements or notes thereto.





(3)
 Exhibits:
See Item 15(b) below.





(b)
Exhibits: See Exhibit Index.





12





INDEX TO EXHIBITS





Set forth below is a list of exhibits that are being filed or
incorporated by reference into this Annual Report on Form
10-K/A:





Exhibit
No.
Description2.1
Separation
and Distribution Agreement by and between Zoom Technologies, Inc.
and Zoom Telephonics, Inc. (incorporated by reference to annex B of
the preliminary proxy statement filed by Zoom Technologies, Inc.
May 13, 2009).*3.1
Form
of Amended and Restated Certificate of Incorporation of Zoom
Telephonics, Inc. (incorporated by reference to Exhibit 3.1 to Zoom
Telephonics, Inc. Registration Statement on Form 10, filed with the
Commission on September 4, 2009). *3.2
Amendment
to Amended and Restated Certificate of Incorporation of Zoom
Telephonics, Inc. (incorporated by the reference to Exhibit 3.1 to
the Form 8-K filed by the Company on November 18,
2015)*3.3
Certificate
of Designation of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.2 to the Form 8-K filed by
the Company on November 18, 2015)*3.4
By-Laws
of Zoom Telephonics, Inc. (incorporated by referenced to Exhibit
3.2 to Zoom Telephonics, Inc. Registration Statement on Form 10
filed with the Commission on September 4, 2009).*4.1
Section
382 Rights Agreement, dated as of November 18, 2015, between Zoom
Telephonics, Inc. and Computershare Trust Company, N.A., which
includes the Form of Certificate of Designation of Series A
Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Stock as
Exhibit C (incorporated by reference to Exhibit 4.1 to the Form 8-K
filed by the Company on November 18, 2015)*10.1
Zoom
Telephonics, Inc. 2009 Stock Option Plan (incorporated by reference
to Appendix B to the Definitive Proxy Statement filed with the
Commission on April 30, 2013).* **10.2
Zoom
Telephonics, Inc. 2009 Directors Stock Option Plan (incorporated by
reference to Appendix C to the Definitive Proxy Statement filed
with the Commission on April 30, 2013).* **





13





10.3
Form
of director option grant pursuant to Zoom Telephonics, Inc. 2009
Directors Stock Option Plan (incorporated by reference to Exhibit
4.3 to the Form 8-K dated December 16, 2009).* **10.4
Form
of incentive stock option grant pursuant to Zoom Telephonics, Inc.
2009 Stock Option Plan (incorporated by reference to Exhibit 4.4 to
the Form 8-K dated December 16, 2009).* **10.5
Form
of non-qualified stock option grant pursuant to Zoom Telephonics,
Inc. 2009 Stock Option Plan (incorporated by reference to Exhibit
4.5 to the Form 8-K dated December 16, 2009).* **10.6
Severance
Agreement between Zoom Telephonics, Inc. and Frank B. Manning
(incorporated by reference to Exhibit 10.1 to the 10-Q filed on May
14, 2010)* **10.7
Severance
Agreement between Zoom Telephonics, Inc. and Deena Randall
(incorporated by reference to Exhibit 10.3 to the 10-Q filed on May
14, 2010)* **10.8
Severance
Agreement between Zoom Telephonics, Inc. and Terry Manning
(incorporated by reference to Exhibit 10.4 to the 10-Q filed on May
14, 2010)* **10.9
Financing
Agreement, dated December 18, 2012, between Zoom Telephonics, Inc.
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K dated December 21, 2012)*10.10
Intellectual
Property Security Agreement, dated December 18, 2012, between Zoom
Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated
by reference to Exhibit 10.2 to the Form 8-K dated December 21,
2012)*10.11
Amendment
dated March 25, 2014, effective January 1, 2013 to Financing
Agreement, dated December 18, 2012, between Zoom Telephonics, Inc.
and Rosehthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on November 3,
2015)*10.12
Amendment
dated October 29, 2015, effective January 1, 2013, to Financing
Agreement, dated December 18, 2012, between Zoom Telephonics, Inc.
and Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on November 3,
2015)*





14





10.13
Form of Common Stock Subscription Agreement (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed by the Company on
September 28, 2015)*10.14
Amendment dated July 19, 2016 to Financing Agreement, dated
December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal
& Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Company on July 25, 2016)*10.15
Amendment dated September 1, 2016 to Financing Agreement,
dated December 18, 2012, between Zoom Telephonics, Inc. and
Rosenthal & Rosenthal, Inc. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by the Company on September 8,
2016)*10.16
Form of Common Stock Subscription Agreement (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by the Company on
September 26, 2016)*10.17†
License
Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and
Motorola Mobility LLC (incorporated by reference to Exhibit 10.3 to
the Form 10-Q/A filed by the Company on December 6,
2016)*10.18†
Amendment to License Agreement, dated August 16, 2016, between Zoom
Telephonics, Inc. and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.4 to the Form 10-Q/A filed by the Company
on December 6, 2016)*10.19†
Amendment to License Agreement, dated August 21, 2017, between Zoom
Telephonics, Inc. and Motorola Mobility LLC (incorporated by
reference to Exhibit 10.1 to the Form 10-Q filed by the Company on
November 9, 2017)*10.20
Employment Agreement between Zoom Telephonics, Inc. and Joseph
Wytanis (incorporated by reference to Exhibit 10.1 to the Form 10-Q
filed by the Company on October 18, 2018)*21.1
Subsidiaries (incorporated by reference to Exhibit 21.1 to our
Annual Report on Form 10-K filed April 1, 2019)*23.1
Independent Registered Public Accounting Firm’s Consent
(incorporated by reference to Exhibit 23.1 to our Annual Report on
Form 10-K filed April 1, 2019)*31.1***
CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1***
CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1††
CEO and CFO Certification, Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit
32.1 to our Annual Report on Form 10-K filed April 1,
2019)*101.INS
XBRL
Instance Document (incorporated by
reference to Exhibit 101.INS to our Annual Report on Form 10-K
filed April 1, 2019)*101.SCH
XBRL
Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to
our Annual Report on Form 10-K filed April 1,
2019)*101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to
our Annual Report on Form 10-K filed April 1,
2019)*101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to
our Annual Report on Form 10-K filed April 1,
2019)*101.LAB
XBRL
Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to
our Annual Report on Form 10-K filed April 1,
2019)*101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to
our Annual Report on Form 10-K filed April 1,
2019)*





*
In accordance with Rule 12b-32 under the Securities Exchange Act of
1934, as amended, reference is made to the documents previously
filed with the Securities and Exchange Commission, which documents
are hereby incorporated by reference.**
Compensation Plan or Arrangement.***
Filed herewith.†
Confidential
portions of this exhibit have been redacted and filed separately
with the SEC pursuant to a confidential treatment request in
accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.††
This
certification shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liability of that section, nor shall it be deemed to
be incorporated by reference into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934.








15





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.





ZOOM TELEPHONICS, INC.
(Registrant)Date:
April 30, 2019
By:
/s/
Frank B.
ManningFrank
B. Manning, Chief Executive Officer and Acting Chief Financial
Officer
(Principal
Executive Officer and Principal Financial and Accounting
Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.





Signature

Title

Date/s/ Frank B.
Manning

Principal Executive Officer, Principal Financial and Accounting
Officer, Acting Chief Financial Officer, and Chairman of the
Board

April
30, 2019Frank B.
Manning/s/ Joseph Donovan

Director

April
30, 2019Joseph Donovan/s/ Philip Frank

Director

April
30, 2019Philip Frank/s/ Peter R.
Kramer

Director

April
30, 2019Peter Kramer/s/ Peter Sykes

Director

April
30, 2019Peter Sykes








16