Zoom Technologies Inc - Current report filing (8-K)
12 August 2008 - 10:55PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported):
August
7, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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0-18672
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51-0448969
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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207
South Street, Boston, MA 02111
(Address
of principal executive offices, including zip code)
(617)
423-1072__
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
8.01.
Other
Events.
On
June
26, 2008, the stockholders of Zoom Technologies, Inc. (the “Corporation”)
approved a reverse stock split within the range of one-for-two and one-for-nine,
to be determined by the Board of Directors in their discretion. On July 29,
2008, the Board of Directors approved a one-for-five reverse stock split (the
“Reverse Stock Split”) that became effective at 5:00 p.m. on August 6, 2008,
after the filing of a Certificate of Amendment to the Corporation’s Certificate
of Incorporation with the Secretary of State of the State of
Delaware.
No
fractional shares of the Corporation’s common stock will be issued as a result
of the Reverse Stock Split. Instead, stockholders who otherwise would
be entitled to receive a fractional share of common stock as a consequence
of
the Reverse Stock Split, upon surrender to the exchange agent of the
certificates representing such fractional shares, will instead be entitled
to
receive cash based on the opening share price of ZOOMD stock of $1.75 on August
7, 2008.
On
August
7, 2008, the Corporation’s common stock began trading under the symbol “ZOOMD.”
The stock is expected to trade under the symbol “ZOOMD” for a period of 20
trading days. Thereafter, it will resume trading under the Corporation’s
original symbol “ZOOM.”
A
copy of
the filed Certificate of Amendment is attached hereto as Exhibit
3.1.
A
copy of
the press release issued by the Corporation announcing the approval of the
Reverse Stock Split is attached hereto as Exhibit 99.1.
Item 9.01
Financial
Statements and Exhibits.
(c)
Exhibits.
The
following exhibit is filed with this report:
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Exhibit No.
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Exhibit Description
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3.1
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Certificate
of Amendment of Certificate of Incorporation
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99.1
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Press
release issued by Zoom Technologies, Inc., dated August 6,
2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ZOOM
TECHNOLOGIES, INC.
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(Registrant)
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By:
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/s/
Robert Crist
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Robert
Crist
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Vice
President of Finance &
Chief
Financial Officer
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Date:
August 12, 2008
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