SOURCE: Zoom Telephonics, Inc.

Zoom Telephonics, Inc.

May 28, 2015 16:15 ET

Zoom® Telephonics Files Registration Statement for Rights Offering to Its Shareholders

BOSTON, MA--(Marketwired - May 28, 2015) - Zoom Telephonics, Inc. ("Zoom") (OTCQB: ZMTP), a leading provider of cable modems and other communications products, today filed a registration statement on Form S-1 with the Securities and Exchange Commission ("SEC") for a rights offering to its shareholders. Zoom expects the record date for the rights offering to be June 24, 2015 or later; and Zoom expects the expiration date for the rights offering to be August 7, 2015 or later. Assuming that Zoom proceeds with the rights offering, each shareholder of Zoom as of the record date will receive one non-transferable right for each share of Common Stock of Zoom held by that shareholder. Each right will entitle the shareholder to purchase one share of Zoom's Common Stock at a purchase price that has not yet been determined, and to apply for an over-subscription of additional shares at the same price, with all purchases subject to potential purchase limits for shareholders including limits for shareholders attempting to own 5% or more of Zoom's shares. Proceeds from the rights offering, if it occurs, will depend on the number of shares sold, not to exceed approximately 8 million shares of Common Stock, times the offering price, less the rights offering expenses which are estimated to be approximately $35,000.

Zoom plans to determine the record date, the expiration date, and the share price of the rights offering shortly before the final S-1 registration statement is declared effective by the SEC. Zoom reserves the right not to proceed with the rights offering if Zoom deems this to be appropriate for any reason, including a financing from a strategic investor or other investor.

Zoom filed this rights offering to allow Zoom to raise equity capital in a cost-effective manner that gives Zoom's shareholders as of the record date the opportunity to participate. The net proceeds will be used for working capital, product development, development and marketing of wireless sensor products, and for general corporate purposes, as described in the rights offering documents. In May 2015 we entered into an agreement to license certain Motorola brand trademarks for consumer cable modem products in the United States and Canada through certain authorized sales channels during the period from January 1, 2016 through December 31, 2020. Funds raised in this rights offering will be used in part for product development and working capital in connection with this license.

Shareholders attempting to own over 5% of Zoom's shares may have their basic or oversubscription purchases limited to protect the availability of Zoom's net operating loss carry-forwards or tax credit carry-forwards under Section 382 of the Internal Revenue Code, in each case as further described in the rights offering documents.

A registration statement on Form S-1 relating to these rights offering securities, namely subscription rights and Common Stock to be issued upon exercise of subscription rights as described in this release, has been filed with the SEC but has not yet become effective. Rights offering securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights will be issued to all shareholders as of a record date which has yet to be determined. Zoom will provide notice of the record date in the future at such time as it is determined. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these rights offering securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

"This rights offering is intended to raise money at a price that works for Zoom and its shareholders," said Frank Manning, Zoom's President and CEO. "We want to make sure that Zoom is well-positioned financially to grow our business and to take advantage of our exciting Motorola brand opportunity. We hope the rights offering presents a good opportunity for our shareholders who own our shares of Common Stock as of the record date to increase their investment in Zoom by participating in the rights offering, including possible participation in over-subscription rights."

About Zoom Telephonics

Founded in 1977 in Boston, Zoom Telephonics, Inc. designs, produces, markets, and supports communication products under the Zoom, Hayes®, and Global Village® brands. For more information about Zoom and its products, please see www.zoomtel.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC. and are used under license.

Forward Looking Statements

This release contains forward-looking information relating to Zoom Telephonics' plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: the potential need for additional funding which Zoom may be unable to obtain; the uncertainty of future revenues for cable modems; unanticipated costs, interruptions or other uncertainties associated with Zoom's production and shipping; Zoom's reliance on several key outsourcing partners; uncertainty of key customers' plans and orders; risks relating to product certifications; Zoom's dependence on key employees; uncertainty of new product development including budget overruns, project delays, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent-related matters; and other risks set forth in Zoom's filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom's expectations or any change in events, conditions or circumstance on which any such statement is based.