0001145443-12-000507.txt : 20120424 0001145443-12-000507.hdr.sgml : 20120424 20120424120724 ACCESSION NUMBER: 0001145443-12-000507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120423 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALCOM, INC CENTRAL INDEX KEY: 0001013453 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 581700840 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28416 FILM NUMBER: 12775210 BUSINESS ADDRESS: STREET 1: 2113A GULF BOULEVARD CITY: INDIAN ROCKS BEACH STATE: FL ZIP: 33785 BUSINESS PHONE: 727-953-9778 MAIL ADDRESS: STREET 1: 2113A GULF BOULEVARD CITY: INDIAN ROCKS BEACH STATE: FL ZIP: 33785 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC DATE OF NAME CHANGE: 20030213 FORMER COMPANY: FORMER CONFORMED NAME: SBI COMMUNICATIONS INC DATE OF NAME CHANGE: 20030204 8-K 1 d29399.htm 8-K

UNITED STATES

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): April 23, 2012

 

VALCOM, INC.

(Exact name of registrant as specified in its charter)

 

  Delaware     000-28416     58-1700840
(State or other jurisdiction of incorporation)     (Commission File Number)     (IRS Employer Identification No.)
         

 

429 Rockaway Valley Road

Boonton Township, New Jersey

  07005
(Address of Principal Executive Offices)   (Zip Code)

 

(973) 588-7084

(Registrant’s Telephone Number, Including Area Code)

 

Copies to:

Jonathan R. Shechter, Esq.

Alon Harnoy, Esq.

Shiboleth LLP

1 Penn Plaza, 25th Floor

New York, New York 10119

Phone: (212) 244-4111

Fax: (212) 563-7108

 

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 (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01 Regulation FD Disclosure

 

On April 23, 2012, ValCom, Inc. (the “Company”) issued a press release in connection with the relocation of its corporate headquarters and principal place of business. A copy of the press release is attached hereto as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
99.1   Press Release dated April 23, 2012.




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.

 

 

  Valcom, Inc.  
       
Date: April 24, 2012  By: /s/ Timothy Harrington  
    Name: Timothy Harrington  
    Title: Chief Executive Officer  


EX-99.1 2 d29399_exh99-1.htm EX-99.1

Exhibit 99.1

For Immediate Release

 

ValCom, Inc.

Relocates Corporate Headquarters

to New Jersey

 

NEW YORK, April 23, 2012 -- ValCom, Inc. (Pink Sheets: VLCO) announced today the relocation of its principal place of business to 429 Rockaway Valley Road, Boonton Township, New Jersey 07005. The move marks an initial step in new management’s plan to revamp ValCom, and the way its board of directors and management intend to run operations.

 

On April 19th and 20th, members of the board Silvana Manning and Chairman Patrick Willemsen, along with professional staff, traveled to Indian Rocks Beach, Florida where ValCom’s prior headquarters were based, to oversee the inventory and packaging of ValCom records, assets and other materials. On April 22nd all inventory arrived at the new company headquarters. Transportation of Inventory and assets not located onsite in Florida is being coordinated and management anticipates such items being transported to New Jersey in the coming weeks.

 

The move to Boonton Township, New Jersey is intended to streamline and facilitate greater cooperation and communication among ValCom senior executives and members of the board, as board member and CEO Tim Harrington and board member Silvana Manning reside nearby.

 

Commenting on the relocation, Mr. Harrington stated that “our new headquarters, which are larger, offer a more professional space, and enable greater technological capabilities, are anticipated to facilitate improved management and administration of ValCom’s operations. Our facilities will also safeguard our assets, and will include the addition of climate controlled, walk-in vaults to house our film, audio and T.V. content library.”

 

Mr. Harrington continued “last week, a press release was issued by purported shareholders of ValCom remarking on a certain ‘victory’ at an April 12th meeting. It is fallacious and misleading remarks such as these that aim to confuse shareholders and hold our company back from evolving into the effectual and fruitful business our new management strives for. To avoid public confusion, I will briefly reiterate that for a host of reasons set out in ValCom’s press release dated April 12th, this meeting was defectively called and did not take effect. As an added measure of prudence, I personally traveled down to Florida to deliver a notice of adjournment by our Chairman and President, Patrick Willemsen, so that the handful of shareholders that attended would not suffer greater confusion. Unfortunately, we do not believe whoever is behind these harmful deceptions will stop; our management will not only continue to apprise the public in a timely manner of any misleading information disseminated by this person or group, but are also evaluating what legal steps can be taken to suppress their wrongful actions.”

 

Those shareholders interested in visiting ValCom’s new headquarters are welcome to contact the company to make an appointment.

 

About ValCom, Inc.

ValCom, Inc. is a diversified, fully integrated, independent entertainment company that has been in operation since 1983. ValCom, Inc., through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of television and film production, broadcasting (My Family TV Network), distribution, and live theatre. For more information, please visit the company's website at www.valcom.tv

 

Note About Forward-Looking Statements

With the exception of historical information, this press release may contain forward-looking statements as that are made pursuant to the "safe harbor" provisions as defined within The Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Forward-looking statements may be identified by words including "anticipates," "believes," "intends," "estimates," and similar expressions. In addition, any other statements which contain characterizations of future events or circumstances are forward-looking statements. These statements are based upon management's




current expectations as of the date of this press release. Actual results may differ materially from the expectations contained in this press release due to a number of risks and uncertainties relating to our business which are discussed in ValCom's periodic filings with the Securities and Exchange Commission. ValCom, Inc. does not undertake any responsibility to publicly update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

 

For More Information Contact:
Silvana Costa Manning
T: (973) 588-7084