-----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, Wfo8KxptXMh09oO2TY4bWxSiDPnjoyz96E/mUdWZ1Yn+0c+hG3/8AMkhYykvE6YT Adjde1zBJnGA4YP5Aywvng== 0001227528-06-000230.txt : 20060711 0001227528-06-000230.hdr.sgml : 20060711 20060711130159 ACCESSION NUMBER: 0001227528-06-000230 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060519 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060711 DATE AS OF CHANGE: 20060711 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: 06955671 BUSINESS ADDRESS: STREET 1: 920 COMMERCE STREET CITY: LAS VEGAS STATE: NV ZIP: 89106-4501 BUSINESS PHONE: 702-385-9000 MAIL ADDRESS: STREET 1: 920 COMMERCE STREET CITY: LAS VEGAS STATE: NV ZIP: 89106-4501 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 m8kvalcom071106.txt VALCOM INC. 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) MAY 19, 2006 VALCOM, INC. (Exact name of registrant as specified in its charter) Delaware 000-28416 58-1700840 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 920 S. COMMERCE STREET, LAS VEGAS, NV 89106 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 385-9000 Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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 8.01 - OTHER EVENTS On May 19, 2006, Valcom, Inc. (the "Company") entered into a letter agreement with Media City Teleproductions ("MCT") pursuant to which parties expressed their intention and set forth the principal terms for the Company's purchase of Media City Studios, including certain equipment and facilities contained therein (the "Studio") such as all studio production equipment. The purchase price for the Studio is: - $750,000, $100,000 of which was paid to MCT by the Company on May 29, 2006 and the balance of $550,000 is to be paid no later than 60 days after the date of execution of final definitive agreements; and - 1,000,000 shares (the "Shares") of the Company's common stock, par value $.001 per share, which the Company issued to MCT on June 12, 2006. The completion of the transaction is contingent upon the completion of satisfactory due diligence by the parties and negotiation and execution of final definitive agreements. The Company claims an exemption from the registration requirements of the Act for the issuance of the Shares pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyer, the investor had access to information about the Company and their investment, the investor took the Shares for investment and not resale and the Company took appropriate measures to restrict the transfer of the Shares. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Exhibits. a.1 Letter Agreement dated as of May 19, 2006 by and between Valcom, Inc. and Media City Teleproductions. 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: July 11, 2006 By: /s/ Vince Vellardita ------------------------ Vince Vellardita Chief Executive Officer EX-1 2 mex101.txt LETTER AGREEEMENT BY AND BETWEEN VALCOM, INC. AND MEDIA CITY TELEPRODUCTIONS VALCOM STUDIOS, INC. 920 South Commerce St. Las Vegas, NV 89118 Dated as of May 19, 2006 This letter is intended to set forth our intentions and the principal terms for the purchase of equipment and assumption of Facilities Lease at 2525 North Naomi Street, Burbank, CA 91505. Valcom Studios, Inc. (Valcom) (or a majority owned subsidiary) hereby agrees to purchase equipment and assume lease obligations from Media City Teleproductions (MEDIA CITY). MEDIA CITY hereby agrees to sell equipment detailed in Exhibit A and confirms that MEDIA CITY has clear title to equipment. Valcom and MEDIA CITY are hereafter referred to as the "Parties". The Parties agree to the following: 1. Valcom will purchase equipment for $750,000.00. The payments will be as follows: 1.a $100,000.00 refundable payment 10 days after signing agreement. 1.b Balance of $650,000.00 will be paid no later than 60 days after contract date. This will allow time for due diligence to be completed and equipment clear title to be verified. 2. Valcom will assume remaining lease obligation at 2525 North Naomi Street. 3. MEDIA CITY Partners will receive 1,000,000 shares Valcom common stock. 4. Valcom will take over operations of the facilities at 2525 North Naomi Street on June 1, 2006, the possession date. 5. a. Valcom will pay the following expenditures during the due diligence period: Building lease costs Utilities cost Electricity costs Basic personnel costs Valcom personnel costs 1 b. Valcom will receive all revenue earned after possession date. 6. Each party shall bear their own expense pertaining to the transaction during legal and accounting fees. Please review the above and indicate your agreement by signing below. Very truly yours, Valcom Studios, Inc. Media City Teleproduction Center By: /s/ Vince Vellardita By: /s/ Marty Giller - ------------------------ -------------------- Vince Vellardita Marty Giller President & CEO -----END PRIVACY-ENHANCED MESSAGE-----