-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExI2PVPSkndAD4TBWet48G5NcfLdVR5dqsHl1lYhK6bk4yMy8Z0sKcHRSnptcm6g b6lQmQ6XTS1Jl+LI6SpbvQ== 0001013453-01-000016.txt : 20010327 0001013453-01-000016.hdr.sgml : 20010327 ACCESSION NUMBER: 0001013453-01-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010326 EFFECTIVENESS DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBI COMMUNICATIONS INC CENTRAL INDEX KEY: 0001013453 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 581700840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57588 FILM NUMBER: 1578679 BUSINESS ADDRESS: STREET 1: 26030 AVENUE HALL STUDIO 5 CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 8185506148 MAIL ADDRESS: STREET 1: 26030 AVENUE HALL STUDIO 5 CITY: VALENCIA STATE: CA ZIP: 91355 S-8 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under The Securities Act of 1933 - ------------------------------------------------------------------------------- VALCOM, INC. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) - ------------------------------------------------------------------------------- DELAWARE 0-28416 58-1700840 - ------------------------------------------------------------------------------- (State or other jurisdiction of (Security and Exchange (I.R.S. Employer incorporation or organization) Commission File Number) Identification No.) - ------------------------------------------------------------------------------- 26030 Avenue Hall, No. 5, Valencia, California 91355 - ------------------------------------------------------------------------------- (Address of Principal Executive Officers) (Zip Code) Linda Layton 26030 Avenue Hall, No. 5 Valencia, California 91355 - ------------------------------------------------------------------------------- (Name and address of agent for service) - ------------------------------------------------------------------------------- (661) 257-8000 (Telephone number, including area code, of agent for service) - ------------------------------------------------------------------------------- 2001 EMPLOYEE STOCK COMPENSATION PLAN (Full Title of the Plan) - ------------------------------------------------------------------------------- Copies of all communications to: Linda Layton, Esq. 26030 Avenue Hall, No. 5 Valencia, California 91355 (661) 257-8000 - ------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share price fee - ---------- ---------- --------- ------- ------- Common 500,000 SHS. $1.00 $500,000 $279 $.001 par value (1) Includes an indeterminate number of additional shares that may be issued pursuant to the above employee benefit plan as a result of any future stock split, stock dividend or similar adjustment. (2) Estimated pursuant to Rule 457(c) solely for purpose of calculating the amount of the registration fee, based upon the average of the high and low prices reported on March 21, 2001, as reported on the OTC Bulletin Board. REGISTRATION OF ADDITIONAL SECURITIES - ------------------------------------- The Registrant filed with the Securities and Exchange Commission the following Registration Statement on Form S-8 relating to shares of the Registrant's common stock, par value $0.001 per share (the "Common Stock"), to be offered under the Plan, and the contents of such prior Registration Statement are incorporated by reference in this Registration Statement: Registration Statement on Form S-8, filed January 16, 2001 (File No.333-53726). The Registrant is hereby registering an additional 500,000 shares of Common Stock available for distribution under the Plan. These are securities of the same class as the securities previously registered under the Plan. Item 8. EXHIBITS. - ---------------- Exhibit Number Description - -------- -------------- 5.1 Opinion of Counsel regarding legality 23.1 Consent of Independent Public Accountants Consent of Counsel (included in Exhibit 5.1) SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on the date below. DATED: March 21, 2001 VALCOM, INC. By /s/ Vince Vellardita ------------------------------------ Vince Vellardita Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates respectively indicated. /s/ Vince Vellardita Date: March 21, 2001 - -------------------------------- Vince Vellardita Director and President /s/ Ronald Foster Date: March 21, 2001 - --------------------------------- Ronald Foster Director and Secretary OPINION OF COUNSEL Linda M. Layton Attorney at Law 26030 Avenue Hall, #5 (661) 257-8000 Telefax (661) 257-1780 March 21, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Registration and Issuance of Common Stock by ValCom, Inc. Ladies and Gentlemen, I have acted as corporate law counsel to ValCom, Inc., a Delaware corporation (the "Company") in connection with the proposed issuance of an additional 500,000 shares of the Company's common stock (the "Shares"), pursuant to the terms and conditions described in the Company's Registration Statement on Form S-8 dated March 21, 2001. In connection with this representation, I have examined and relied upon such records and documents as I have deemed necessary as a basis for the opinions expressed below. In such examination, I have assumed, without undertaking to verify the same by independent investigation, (i) as to questions of fact, the accuracy of all representations and certifications of all persons in documents examined by me, (ii) the genuineness of all signatures, (iii) the duly authorized execution and delivery of all documents on behalf of all persons, (iv) the authenticity of all documents submitted to me as originals, (v) the conformity to originals of all documents submitted to me as copies, (vii) the accuracy of all official records. I have also relied, as to certain matters of fact, upon representations made to me by officers and agents of the Company. Based upon and subject to the foregoing, I am of the opinion that; (1) The Company is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power to own its properties and carry on its businesses as now being conducted. (2) The Shares will be, when issued in accordance with terms and conditions described in the Company's Registration Statement duly and validly issued, fully paid and non-assessable under applicable provisions of the Delaware Corporation Law, and the Company's shareholders have no preemptive rights to acquire additional shares of the Company's common stock on account of issuance of the Shares. Very truly yours, /s/ Linda M. Layton -------------------- Linda M. Layton CONSENT OF LINDA M. LAYTON, ESQ. -------------------------------- I consent to the reference to my name under the caption "Legal Matters" in the Registration Statement (Form S-8) of ValCom, Inc. for the registration of shares of its common stock. Valencia, California March 21, 2001 /s/ Linda M. Layton -------------------- Linda M. Layton Attorney at Law Jay J. Shapiro, C.P.A. A Professional Corporation 16501 Ventura Boulevard Suite 650 Encino, California 91436 Tel: (818) 990-4204 Fax: (818) 990-4944 March 21, 2001 We consent to the incorporation by reference in the Registration Statement on Form S-8 (2001 Employee Stock Compensation Plan), of our report, dated March 27, 2000, except for Note 9 as to which the date is December 21, 2000, appearing in the Annual Report on Form 10-KSB for the year ended December 31, 1999, on the consolidated financial statements of SBI Communications, Inc. and our review reports on the financial statements submitted in Form 10-QSB for the quarters ended March 31, June 30, and September 30, 2000. /s/ Jay J. Shapiro, C.P.A. P.C. ------------------------------- JAY J. SHAPIRO, C.P.A. a professional corporation -----END PRIVACY-ENHANCED MESSAGE-----