8-K 1 vci8k051810.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 14, 2010 VALCOM, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-28416 58-1700840 --------------------------- ----------------------- ------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) (IDENTIFICATION NO.) 2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785 --------------------------------------------------- (Address of principal executive offices and zip code) (727) 953-9778 -------------------------------------------------- (Registrant's telephone number, including area code) Copies to: Joseph L. Pittera, Esq. Law Offices of Joseph L. Pittera 2214 Torrance Boulevard, Suite 101 Torrance, California 90501 Phone: (310) 328-3588 Fax: (310) 328-3063 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: [ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On or about May 14, 2010, Richard Shintaku, a Director, resigned from the Board of Directors of Valcom, Inc. due to health reasons. No letter of resignation was received by Valcom. The information was communicated to Valcom by a family member of Mr. Shintaku. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On May 17, 2010, Valcom, Inc. (the "Company") and PBS Fundraising Programming entered into an agreement whereby the Company's wholly owned subsidiary, Valencia Entertainment will deliver the original 1-hour television special Michel Legrand & Friends - 50 Years of Movies & Music to PBS during the month of May 2010. Michel Legrand & Friends - 50 Years of Movies & Music will run on PBS stations across the United States as a pledge-drive special beginning in August 2010. Valencia Entertainment will receive $125,000 from PBS upon mutual execution of a license agreement, an additional $62,500 upon receipt and approval of a program rough cut and all other deliverables due at that time, and $62,500 upon receipt and approval of all other deliverables. Plus 12 dollars for every DVD sold and 8 dollars for every CD sold over the next 26 months ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) EXHIBITS. EXHIBIT NUMBER DESCRIPTION Exhibit 10.1 May 12, 2010 Agreement Between Valencia Entertainment and PBS Fundraising. 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. By: /s/ Vince Vellardita ------------------------- Vince Vellardita Chief Executive Officer Date: May 18, 2010