zmtp_ex41





 







EXHIBIT 4.1


 



ZOOM TELEPHONICS, INC.



DESCRIPTION OF SECURITIES REGISTERED UNDER



SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following description of registered securities of Zoom Telephonics,
Inc. (“us,” “our,” “we” or the
“Company”) is intended as a summary only and therefore
is not a complete description. This description is based upon, and
is qualified by reference to, our amended and restated certificate
of incorporation, as amended, our bylaws and applicable provisions
of the Delaware General Corporation Law (the “DGCL”).
You should read our amended and restated certificate of
incorporation, as amended, and bylaws, which are incorporated by
reference as Exhibits 3.1, 3.2, 3.3 and 3.5 to the Annual Report on
Form 10-K of which this Exhibit 4.1 is a part, for the provisions
that are important to you.


 



General


 


We are
authorized under Delaware law to issue up to 40,000,000 shares of
common stock, $.01 par value per share, and 2,000,000 shares of
preferred stock, $.001 par value per share.


 



Common Stock


 



Voting Rights.  Each holder of common stock is
entitled to one vote for each share of common stock held on all
matters submitted to a vote of the stockholders, including the
election of directors. Except as otherwise provided by law or our
amended and restated certificate of incorporation or bylaws, all
matters other than the election of directors submitted to the
stockholders at any meeting shall be decided by the affirmative
vote of a majority of votes properly cast upon such question.
Directors are elected by a plurality of the votes cast at the
meeting. Our amended and restated certificate of incorporation and
bylaws do not provide for cumulative voting rights. Because of
this, the holders of a majority of the shares of common stock
entitled to vote in any election of directors can elect all of the
directors standing for election, if they should so
choose.



 



Dividends.  Subject to preferences that may be
applicable to any then outstanding preferred stock, the holders of
our outstanding shares of common stock are entitled to receive
dividends, if any, as may be declared from time to time by our
board of directors out of legally available funds. At present, we
have no plans to issue dividends. See the section titled
“Dividend Policy”.



 



Liquidation.  In the event of our liquidation,
dissolution or winding up, holders of common stock will be entitled
to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts
and other liabilities, subject to the satisfaction of any
liquidation preference granted to the holders of any outstanding
shares of preferred stock.



 



Other Rights and Preferences.  Holders of our
common stock have no preemptive, conversion or subscription rights,
and there are no redemption or sinking fund provisions applicable
to our common stock. The rights, preferences and privileges of the
holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of
our preferred stock that we may designate and issue in the
future.



 



Fully Paid and Nonassessable.  All of our
outstanding shares of common stock are fully paid and
nonassessable.


 


Provisions
in our amended and restated certificate of incorporation provide
that our board of directors is authorized to issue preferred stock
in one or more series, to establish the number of shares to be
included in each such series, to establish the voting powers (if
any) of the shares to be included in such series, and to fix the
powers, designations, preferences and relative, participating,
optional or other special rights of the shares of each such series
and to fix the qualifications, limitations or restrictions thereof,
including without limitation thereof, dividend rights, special
voting rights, conversion rights, redemption privileges and
liquidation preferences. The issuance of preferred stock may have
the effect of delaying, deferring or preventing a change in control
of our company without further action by the stockholders and may
adversely affect the voting and other rights of the holders of
common stock. The issuance of preferred stock with voting and
conversion rights may adversely affect the voting power of the
holders of common stock, including the loss of voting control to
others.




 








 






 


 



Anti-Takeover Effects of Delaware Law and Our Certificate of
Incorporation and Bylaws


 


Some
provisions of Delaware law, our amended and restated certificate of
incorporation and our bylaws contain provisions that could make the
following transactions more difficult: an acquisition of us by
means of a tender offer; an acquisition of us by means of a proxy
contest or otherwise; or the removal of our incumbent officers and
directors. It is possible that these provisions could make it more
difficult to accomplish or could deter transactions that
stockholders may otherwise consider to be in their best interest or
in our best interests, including transactions which provide for
payment of a premium over the market price for our
shares.


 


These
provisions, summarized below, are intended to discourage coercive
takeover practices and inadequate takeover bids. These provisions
are also designed to encourage persons seeking to acquire control
of us to first negotiate with our board of directors. We believe
that the benefits of the increased protection of our potential
ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the
disadvantages of discouraging these proposals because negotiation
of these proposals could result in an improvement of their
terms.



 



Undesignated Preferred Stock. The ability of our board
of directors, without action by the stockholders, to issue up to
2,000,000 shares of undesignated preferred stock with voting or
other rights or preferences as designated by our board of directors
could impede the success of any attempt to change control of us.
These and other provisions may have the effect of deferring hostile
takeovers or delaying changes in control or management of our
company.



 



Stockholder Meetings. Our bylaws provide that a special
meeting of stockholders may be called only by our president or by
our board of directors.



 



Requirements for Advance Notification of Stockholder Nominations
and Proposals. Our bylaws establish advance notice
procedures with respect to the nomination of candidates for
election as directors, other than nominations made by or at the
direction of the board of directors.



 



Elimination of Stockholder Action by Written
Consent. Our bylaws eliminate the right of stockholders
to act by written consent without a meeting.



  



Removal of Directors. Our bylaws provide that members
of our board of directors may only be removed from office (i) with
or without cause at any annual or special meeting of stockholders
by a vote of a majority of the stockholders entitled to vote in the
election of directors, or (ii) for cause by a vote of a majority of
the directors then in office, provided that a director may be
removed for cause only after reasonable notice and opportunity to
be heard before the body proposing to remove such
director.



 



Stockholders Not Entitled to Cumulative Voting. Our
amended and restated certificate of incorporation does not permit
stockholders to cumulate their votes in the election of directors.
Accordingly, the holders of a majority of the outstanding shares of
our common stock entitled to vote in any election of directors can
elect all of the directors standing for election, if they
choose.



 



Delaware Anti-Takeover Statute. We are subject to
Section 203 of the Delaware General Corporation Law, which
prohibits persons deemed to be “interested
stockholders” from engaging in a “business
combination” with a publicly held Delaware corporation for
three years following the date these persons become interested
stockholders unless the business combination is, or the transaction
in which the person became an interested stockholder was, approved
in a prescribed manner or another prescribed exception applies.
Generally, an “interested stockholder” is a person who,
together with affiliates and associates, owns, or within three
years prior to the determination of interested stockholder status
did own, 15% or more of a corporation’s voting stock.
Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. The existence of this
provision may have an anti-takeover effect with respect to
transactions not approved in advance by the board of
directors.


 


The
provisions of Delaware law, our amended and restated certificate of
incorporation and our bylaws could have the effect of discouraging
others from attempting hostile takeovers and, as a consequence,
they may also inhibit temporary fluctuations in the market price of
our common stock that often result from actual or rumored hostile
takeover attempts. These provisions may also have the effect of
preventing changes in the composition of our board and management.
It is possible that these provisions could make it more difficult
to accomplish transactions that stockholders may otherwise deem to
be in their best interests.



 



Transfer and Warrant Agent and Registrar


 


The
transfer and warrant agent and registrar for our common stock and
registered warrants is Computershare.



 



Listing


 


Our
shares of common are quoted on the OTCQB Venture Market under the
symbol “ZMTP.”