BOSTON, MA -- (Marketwired) -- 05/29/13 -- Zoom Telephonics, Inc. ("Zoom") (OTCQB: ZMTP), a leading provider of 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 14, 2013 or later; and Zoom expects the expiration date for the rights offering to be August 9, 2013 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 of $0.28 per share, and to apply for an over-subscription of additional shares at $0.28 per share, with all purchases subject to potential purchase limits for shareholders attempting to own 5% or more of Zoom's shares. If the rights offering is fully subscribed with no over-subscriptons, Zoom will receive gross proceeds of approximately $1.95 million, less expenses of the rights offering estimated to be approximately $30 thousand.
Zoom plans to determine the record date and the expiration date 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 needs, marketing and expansion of the ZoomGuard line of sensor and control products, and for general corporate purposes, as described in the rights offering documents.
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 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 one of several financing alternatives that we are exploring," said Frank Manning, Zoom's President and CEO. "We want to make sure that Zoom is well-positioned financially to grow our broadband modem business and to launch and expand our ZoomGuard™ line of wireless sensors and controls."
For additional information, please contact Investor Relations, Zoom Telephonics, 207 South Street, Boston, MA 02111, telephone (617) 753-0897, email investor@zoomtel.com, or visit Zoom's website at www.zoomtel.com
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.
Forward-looking Statements
This release contains forward-looking information relating to Zoom's plans, expectations, and intentions, including statements relating to the proposed rights offering. 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; Zoom's ability to continue as a going concern; declining demand for certain of Zoom's products; Zoom's reliance on a limited number of customers for sale of its products; stockholders may suffer significant dilution as a result of the rights offering; Zoom may cancel the rights offering or revise documents or important elements relating to its rights offering at any time; the subscription price determined for the rights offering is not necessarily an indication of Zoom's value; the market price of Zoom's common stock may decline as a result of the rights offering or for other reasons; and other risks set forth in Zoom's filings with the Securities and Exchange Commission, including Zoom's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the registration statement on Form S-1 filed by Zoom today. 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.
For additional information, please contact:
Investor Relations
Zoom Telephonics
207 South Street
Boston, MA 02111
telephone: (617) 753-0897
email: investor@zoomtel.com
www.zoomtel.com
