SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
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VALCOM, INC.
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(Exact name of Registrant as specified in charter)
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DELAWARE 0-28416 58-1700840
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(State or other jurisdiction of (Security and Exchange (I.R.S. Employer
incorporation or organization) Commission File Number) Identification No.)
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26030 Avenue Hall, No. 5, Valencia, California 91355
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(Address of Principal Executive Officers) (Zip Code)
Linda Layton
26030 Avenue Hall, No. 5
Valencia, California 91355
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(Name and address of agent for service)
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(661) 257-8000
(Telephone number, including area code, of agent for service)
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2001 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of the Plan)
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Copies of all communications to:
Linda Layton, Esq.
26030 Avenue Hall, No. 5
Valencia, California 91355
(661) 257-8000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common 500,000 SHS. $1.00 $500,000 $279
$.001 par value
(1) Includes an indeterminate number of additional shares that may be
issued pursuant to the above employee benefit plan as a result of any future
stock split, stock dividend or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on March 21, 2001, as reported on the OTC Bulletin Board.
REGISTRATION OF ADDITIONAL SECURITIES
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The Registrant filed with the Securities and Exchange Commission the
following Registration Statement on Form S-8 relating to shares of the
Registrant's common stock, par value $0.001 per share (the "Common
Stock"), to be offered under the Plan, and the contents of such prior
Registration Statement are incorporated by reference in this Registration
Statement:
Registration Statement on Form S-8, filed January 16, 2001 (File
No.333-53726). The Registrant is hereby registering an additional 500,000
shares of Common Stock available for distribution under the Plan. These
are securities of the same class as the securities previously registered under
the Plan.
Item 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
Consent of Counsel (included in Exhibit 5.1)
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, California, on the date below.
DATED: March 21, 2001 VALCOM, INC.
By /s/ Vince Vellardita
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Vince Vellardita
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
/s/ Vince Vellardita Date: March 21, 2001
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Vince Vellardita
Director and President
/s/ Ronald Foster Date: March 21, 2001
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Ronald Foster
Director and Secretary
OPINION OF COUNSEL
Linda M. Layton
Attorney at Law
26030 Avenue Hall, #5
(661) 257-8000
Telefax (661) 257-1780
March 21, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Registration and Issuance of Common Stock by ValCom, Inc.
Ladies and Gentlemen,
I have acted as corporate law counsel to ValCom, Inc., a Delaware
corporation (the "Company") in connection with the proposed issuance of
an additional 500,000 shares of the Company's common stock (the
"Shares"), pursuant to the terms and conditions described in the Company's
Registration Statement on Form S-8 dated March 21, 2001.
In connection with this representation, I have examined and relied upon
such records and documents as I have deemed necessary as a basis for the
opinions expressed below. In such examination, I have assumed, without
undertaking to verify the same by independent investigation, (i) as to
questions of fact, the accuracy of all representations and certifications of
all persons in documents examined by me, (ii) the genuineness of all
signatures, (iii) the duly authorized execution and delivery of all
documents on behalf of all persons, (iv) the authenticity of all documents
submitted to me as originals,
(v) the conformity to originals of all documents submitted to me as copies,
(vii) the accuracy of all official records. I have also relied, as to certain
matters of fact, upon representations made to me by officers and agents of
the Company.
Based upon and subject to the foregoing, I am of the opinion that;
(1) The Company is a corporation, duly organized, validly existing, and in
good standing under the laws of the State of Delaware, with full power to
own its properties and carry on its businesses as now being conducted.
(2) The Shares will be, when issued in accordance with terms and
conditions described in the Company's Registration Statement duly and
validly issued, fully paid and non-assessable under applicable provisions of
the Delaware Corporation Law, and the Company's shareholders have no
preemptive rights to acquire additional shares of the Company's common
stock on account of issuance of the Shares.
Very truly yours,
/s/ Linda M. Layton
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Linda M. Layton
CONSENT OF LINDA M. LAYTON, ESQ.
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I consent to the reference to my name under the caption "Legal Matters" in
the Registration Statement (Form S-8) of ValCom, Inc. for the registration
of shares of its common stock.
Valencia, California
March 21, 2001
/s/ Linda M. Layton
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Linda M. Layton
Attorney at Law
Jay J. Shapiro, C.P.A.
A Professional Corporation
16501 Ventura Boulevard
Suite 650
Encino, California 91436
Tel: (818) 990-4204
Fax: (818) 990-4944
March 21, 2001
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (2001 Employee Stock Compensation Plan), of our report,
dated March 27, 2000, except for Note 9 as to which the date is December
21, 2000, appearing in the Annual Report on Form 10-KSB for the year
ended December 31, 1999, on the consolidated financial statements of SBI
Communications, Inc. and our review reports on the financial statements
submitted in Form 10-QSB for the quarters ended March 31, June 30, and
September 30, 2000.
/s/ Jay J. Shapiro, C.P.A. P.C.
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JAY J. SHAPIRO, C.P.A.
a professional corporation