As filed with the Securities and Exchange Commission on November 22, 2011
Registration No. 333-176614
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zoom Telephonics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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3661
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04-2621506
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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207 South Street
Boston, MA 02111
(617) 423-1072
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Frank Manning
President, Chief Executive Officer,
Chairman of the Board and Acting Chief Financial Officer
207 South Street
Boston, MA 02111
(617) 423-1072
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Jeffrey Steele, Esq.
Morse, Barnes-Brown & Pendleton, PC
1601 Trapelo Road, Suite 205
Waltham, MA 02451
(781) 622-5930
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters all of the securities that remain unsold under the registration statement as of the date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨
If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
On September 1, 2011, Zoom Telephonics, Inc., a Delaware corporation (the “Company”), filed a Registration Statement on Form S-1 (Registration No. 333-176614) (the “Registration Statement”), which registered 10,901,244 non-transferable subscription rights to purchase its common stock and 10,901,244 shares of its common stock issuable upon exercise of such non-transferable subscription rights. The Company filed an amendment to the Registration Statement on September 13, 2011, and the Registration Statement was declared effective by the Securities and Exchange Commission on September 15, 2011. The rights offering by the Company terminated on November 11, 2011. The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to deregister and remove from registration all rights and shares previously registered on the Registration Statement that have not been sold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on November 22, 2011.
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ZOOM TELEPHONICS, INC.
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By:
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/s/ Frank B. Manning
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Frank B. Manning
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President, Chief Executive Officer and Acting Chief Financial Officer
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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 date indicated.
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/S/ Frank B. Manning
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President, Chief Executive Officer, Acting Chief Financial Officer and Chairman of the Board (Principal Executive Officer and Principal Financial Officer)
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November 22, 2011
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Frank B. Manning
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Director
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November 22, 2011
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Peter R. Kramer
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Director
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November 22, 2011
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Bernard Furman
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Director
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November 22, 2011
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J. Ronald Woods
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Director
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November 22, 2011
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Joseph Donovan
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By:
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/s/Frank B. Manning
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Frank B. Manning
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Attorney-in-Fact
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