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): November 25, 2008
Valcom, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28416 | 58-1700840 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer 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:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 25, 2008, Valcom, Inc. (“the Company” or “Valcom”) executed a convertible debenture (the “Debenture”) in the principal amount of $100,000 payable to Able Income Fund, LLC (“the Holder”). Pursuant to the Debenture, the Company promises to pay to the Holder $100,000 in cash on January 24, 2009. The Debenture bears interest at the rate of 15% per annum until the maturity date. After the maturity date, the default rate of interest becomes 1.5% per month or the highest rate allowed by law, whichever is lower, until the date the debenture amount is actually paid.
Payment of the Debenture is secured by a personal guarantee from Vince Vellardita, the Company’s Chairman and CEO. In addition, Mr. Vellardita executed a Stock Pledge Agreement, as security for the Debenture. Further, as part of the consideration provided to the Holder for the Debenture, the Holder also received a warrant for the purchase of up to 400,000 shares of the Company’s common stock at an exercise price of $.10 per share. The warrants are exercisable, in whole or in part, any time from and after the date of issuance of the warrant.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 25, 2008, the Company became obligated on a convertible debenture in the principal amount of $100,000. Please refer to Item 1.01 above for further information.
Item 9.01 Financial Statements and Exhibits
Not applicable.
| (b) | Pro forma financial information. |
Not applicable.
| Exhibit Number | | Description |
| 10.1 | | Form of Convertible Debenture dated November 25, 2008 by and between Valcom, Inc. and Able Income Fund LLC. |
| 10.2 | | Form of Guaranty dated November 25, 2008 by and between Vince Vellardita and Able Income Fund LLC. |
| 10.3 | | Form of Pledge Agreement dated November 25, 2008 by and between Vince Vellardita and Able Income Fund LLC. |
| 10.4 | | Form of Warrant dated November 25, 2008 by and between Valcom, Inc. and Able Income Fund LLC. |
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. |
| | | |
| | By: | /s/ Vince Vellardita |
| | | Vince Vellardita |
| | | Chief Executive Officer |
Date: December 1, 2008
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