0001013453-01-500022.txt : 20011026 0001013453-01-500022.hdr.sgml : 20011026 ACCESSION NUMBER: 0001013453-01-500022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011019 EFFECTIVENESS DATE: 20011019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALCOM INC /CA/ 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: 1933 Act SEC FILE NUMBER: 333-71868 FILM NUMBER: 1762273 BUSINESS ADDRESS: STREET 1: 26030 AVENUE HALL STUDIO 5 CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 6612578000 MAIL ADDRESS: STREET 1: 26030 AVENUE HALL STUDIO 5 CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: SBI COMMUNICATIONS INC DATE OF NAME CHANGE: 19960502 S-8 1 valcoms8.txt S-8 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 58-1700840 -------------------------------------------------------------------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 26030 Avenue Hall, No. 5, Valencia, California 91355 ------------------------------------------------------------------------------- (Address of Principal Executive Officers)(Zip Code) Ronald Foster 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: John Holt Smith, Esq. Kelly Lytton & Vann LLP 1900 Century Park East, Suite 1450 Los Angeles, California 90067 (310) 277-1250 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 600,000 SHS. $1.00 $600,000 $150.00 $.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 October 15, 2001, as reported on the OTC Bulletin Board. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this registration statement of ValCom Inc.. ("VACM") and in the related Section 10(a) prospectus: (a) Annual Report on Form 10-KSB for the year ended December 31, 2000, of SBI Communications, Inc., VACM's predecessor. (b) Quarterly report on Form 10-QSB for quarter ended March 31, 2001, on Form 8-K dated April 27, 2000, of VACM. (c) Quarterly report on Form 10-QSB for quarter ended June 30,2001 In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES The Company's authorized common stock consists of 40,000,000 shares of common stock, par value $.001 per share and 10,000,000 shares of preferred stock, par value $.001. Each holder of VACM common stock is entitled to one vote for each share held on all matters to be voted upon by our stockholders. Holders of VACM common stock have no cumulative voting rights. Holders of VACM common stock are entitled to receive ratably dividends, if any, as may be declared from time to time by the board of directors out of legally available funds, except that holders of preferred stock may be entitled to receive dividends before the holders of the common stock. In the event of a liquidation, dissolution or winding up of company business, holders of VACM's common stock would be entitled to share in our assets remaining after the payment of liabilities and the satisfaction of any liquidation preference granted the holders of any then outstanding shares of preferred stock. Holders of VACM common stock have no preemptive or conversion rights or other subscription rights. In addition, there are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of VACM common stock are duly authorized, validly issued, fully paid and nonassessable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities that may be offered under the ValCom 2001 Employee Stock Compensation Plan (the "Plan") will be passed upon for VACM by John Holt Smith of Kelly Lytton & Vann LLP, Attorneys at Law, 1900 Avenue of the Stars, Suite 1450, Los Angeles, California 90067. Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Article 9 of VACM's Certificate of Incorporation authorizes VACM to indemnify any current or former director, officer, employee, or agent of VACM against expenses, judgments, fines, and amounts paid in settlement incurred by him in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent not prohibited by the Delaware General Corporations Laws, public policy or other applicable law. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its directors, officers, employees, or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including provisions permitting advances for expenses incurred) arising under the 1933 Act. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. 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) Item 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers and sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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: October 19, 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: October 19, 2001 -------------------------------- Vince Vellardita Director and President /s/ Ronald Foster Date: October 19, 2001 --------------------------------- Ronald Foster Secretary EX-5 3 exhibit5.txt Exhibit 5 Kelly Lytton & Vann LLP Attorneys at Law 1900 Avenue of the Stars, Suite 1450 Los Angeles, California 90067 (310) 277-1250 Telefax (310) 286-1816 October 17, 2001 United States 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 and securities law counsel to ValCom, Inc., a Delaware corporation (the "Company") in connection with the proposed issuance of a maximum of 600,000 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 October 16, 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, /s/ John Holt Smith -------------------- John Holt Smith CONSENT OF JOHN HOLT SMITH, ESQ. I consent to the reference to my name under the caption "Legal Matters" in the Registration Statement (Form S-8) and related Prospectus of ValCom, Inc. for the registration of shares of its common stock. Los Angeles, California October 17, 2001 /s/ John Holt Smith -------------------- John Holt Smith Attorney at Law EX-23 4 exhibit23.txt EXHIBIT 23.1 Consent of Independent Public Accountants 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 October 17, 2001 We consent to the incorporation by reference in the Registration Statement on Form S-8, of our report dated April 4, 2001, appearing in the Annual Report on Form 10-KSB for the year ended December 31, 2000, on the consolidated financial statements of Valcom, Inc. and submitted in Form 10-QSB for the quarters ended March 31 and June 30, 2001. /s/ Jay J. Shapiro CPA P.C. ------------------------------- JAY J. SHAPIRO, C.P.A. a professional corporation