8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 19, 2003 VALCOM, INC. (Exact name of Registrant as specified in charter) DELAWARE 000-28416 58-1700840 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 26030 AVENUE HALL, STUDIO 5 VALENCIA, CALIFORNIA (Address of principal executive offices) Registrant's telephone number, including area code: (661) 257-8000 NOT APPLICABLE (Former name or former address, if changed since last report) FORWARD-LOOKING STATEMENTS This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the Filings, the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward-looking statements. Such statements reflect Registrant's current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, operations and results of operations and any businesses that Registrant may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS A.) The Registrant's Board of Directors has accepted the resignation of two Board members, Mr. Steve Weber and Mr. David Weiner, effective immediately. Mr. Weber and Mr. Weiner 's resignation was due to a conflict of interest. Mr. Weber and Mr. Weiner have no disagreement with the Registrant. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED Not applicable. (B) PRO FORMA FINANCIAL INFORMATION Not applicable. (C) EXHIBITS Not applicable. 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. Date: March 19, 2003 VALCOM, INC. By: /s/ Donald P. Magier ---------------------------- Donald P. Magier Secretary and Treasurer