SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
VALCOM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person Filing Proxy Statement if other than the Registrant)
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VALCOM, INC.
26030 Avenue Hall
Studio 5
Valencia, California 91355
To the Shareholders of
VALCOM, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of VALCOM, INC., a Delaware corporation (the
"Company"), will be held on Tuesday, May 22, 2001 at 10:00 a.m. local
time at 26030 Avenue Hall, Studio 5, Valencia, California 91355 for the
following purposes:
1. To elect four directors to serve for the ensuing year and
until their successors are elected.
2. To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice. A copy of the Company's
Annual Report to Shareholders, including financial statements for the year
ended December 31, 2000, will be mailed to shareholders concurrently
with the mailing of the Proxy Statement.
The Board of Directors has fixed the close of business on March
28, 2001, as the record date for the determination of shareholders entitled
to notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ Ron Foster
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Ron Foster
Secretary
Valencia, California
May 10, 2001
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VALCOM, INC.
26030 Avenue Hall
Studio 5
Valencia, California 91355
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2001
INFORMATION CONCERNING VOTING
GENERAL
The enclosed proxy statement is furnished to the stockholders by of the
Board of Directors of ValCom, Inc., a Delaware corporation (the
"Company"), for use at the Annual Meeting of Shareholders to be held on
May 22, 2001 at 10:00 a.m. local time (the "Annual Meeting"), or at any
adjournment or postponement thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting. The Annual Meeting will
be held at the Company's facility at 26030 Avenue Hall, Studio 5,
Valencia, California 91355. The Company intends to mail this proxy
statement and accompanying proxy card on or about May 10, 2001, to all
shareholders entitled to vote at the Annual Meeting.
PROXY STATEMENT
The Company will bear the entire cost of the proxy statement,
including preparation, assembly, printing and mailing of this proxy
statement and any additional information furnished to shareholders.
Copies of solicitation materials will be furnished to banks, brokerage
houses, fiduciaries and custodians holding in their names shares of
Common Stock beneficially owned by others to forward to such beneficial
owners. The Company may reimburse persons representing beneficial
owners of Common Stock for their costs of forwarding proxy materials to
such beneficial owners. No additional compensation will be paid to
directors, officers or other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business
on March 28, 2001 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on March 28, 2001 the Company had
outstanding and entitled to vote 93,943,507 shares of Common Stock.
Each holder of record of Common Stock on such date will be
entitled to one vote for each share held on all matters to be voted upon at
the Annual Meeting. All votes will be tabulated by the inspector of
elections appointed for the meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes.
Abstentions and broker non-votes will be considered present at the Annual
Meeting for the purpose of establishing a quorum. With regard to the
election of directors, votes may be cast in favor or withheld; votes that are
withheld will be excluded entirely from the vote and will have no effect.
Brokerage firms who hold shares in "street name" for customers have the
authority to vote those shares with respect to the election of directors.
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the
Company's 2002 Annual Meeting of Shareholders must be received by the
Company not later than December 31, 2001 in order to be included in the
proxy statement and proxy relating to that Annual Meeting.
PROPOSAL 1 ELECTION OF DIRECTORS
The Directors have voted to nominate four (4) Directors for
election to hold office until the next Annual Meeting of Shareholders and
until their successors are elected and qualified. Each of the following
nominees has consented to be nominated to serve as a Director of the
Company.
The Company's Certificate of Incorporation prohibits cumulative
voting. Therefore, the holders of a majority of the Company's shares could
elect all of the Directors. The principal's occupations during the past five
(5) years, directorships and certain other affiliations and information are set
forth below:
Name and Position in the Company Age Since
Vince Vellardita 42 2000
President / CEO / Chairman
Ronald Foster 59 1986
VP Business Development/Director
Secretary
Stephen A. Weber 52 2000
Director
David Weiner 41 2000
Director
Vincent Vellardita. Mr. Vellardita is currently President, Chief Executive
Officer and Chairman of the Board of ValCom, Inc. Mr. Vellardita was
instrumental in having VEI, ValCom's wholly-owned subsidiary, acquire a
150,000 square foot production facility in Valencia, California that houses
8 sound stages that have been occupied for the past 4 years by the hit CBS
series JAG and Fox's Power Rangers. Mr. Vellardita began his career in
1977 as a music producer and promoter of live shows and is credited with
bringing Duran Duran and U2 to North America for their first tours on the
continent. He also produced a benefit tour for the 1980 Presidential
campaign of John Anderson. Mr. Vellardita does not currently serve as a
director of any other reporting company.
Ronald Foster. Mr. Foster, age 59, served as SBI's Chief Executive
Officer, President and Chairman of the Board from 1986 to October 2000.
He is currently a vice-president and director of ValCom, Inc. His primary
responsibilities include marketing and technical review. In addition to his
responsibilities with SBI, Mr. Foster has held a number of other
management positions over the years. From 1984 to 1986, he was
Executive Vice President and Producer of Pioneer Games of American
Satellite Bingo, in Albany, Georgia. Mr. Foster was also the owner and
operator of Artist Management & Promotions, Inc. a Georgia corporation,
where he was responsible for coordinating television entertainers, sports
figures and other celebrities for department store promotions. Previously,
Mr. Foster served as president and director of Ed-Phills, Inc., a Nevada
corporation, and Executive Vice President and member of the Board of
Directors of Golden American Network, a California corporation. From
1984 to 1994, he was the president and chief executive officer of ROPA
Communications, Inc., a Georgia corporation, which owned and operated
WTAU-TV-19 in Albany, Georgia. He created and produced "Stock
Outlook 87, 88, and 89," a video presentation of public companies through
Financial News Network (FNN), a national cable network. Mr. Foster also
has experience as technical director and associate producer for numerous
national live sports broadcasts produced by ABC, CBS and WTBS. Mr.
Foster is Director/Producer/Writer of the Company Interactive Broadcast
Programs. Other than SBI, Mr. Foster does not currently serve as a
director of any reporting company.
David Weiner. David Weiner is currently serving as a director
of ValCom, Inc. Mr. Weiner received his MBA degree from U.C.L.A. and
gained a wide variety of business experiences early in his career working in
the investment banking and pension fund management arena. He joined
the consulting group of Deloitte and Touche in 1988, where he provided
general and corporate finance consulting services to a wide variety of
entertainment, telecommunications, and direct response clients including
K-tel International, Inc. Mr. Weiner joined K-tel in 1993, as Vice
President of Corporate Development and was appointed President in
September of 1996. His responsibilities included directing all United
States operations of the company as well as its wholly owned subsidiaries
in the Untied Kingdom, Germany and Finland. Mr. Weiner resigned as
President of K-tel in 1998 to form W-Net, Inc., an Internet and software
development and consulting firm. Mr. Weiner does not currently serve as a
director of any other reporting company.
Stephen A Weber. Mr. Weber is currently serving as director
of ValCom, Inc. Mr Weber has over 20 years of experience in Finance and
Management and is a certified public accountant. Prior to joining ValCom,
Mr. Weber was the managing partner of the regional audit firm, located in
Los Angeles, California. Currently, in addition to his duties at ValCom,
Mr. Weber consults for a publicly traded Internet company, Genesis
Intermedia.com, Inc., where he sits on the Board of Directors and is
Chairman of the Audit Committee.
DIRECTORS AND EXECUTIVE OFFICERS
Each director is elected to serve for a term of one (1) year until the
next annual meeting of shareholders or until a successor is duly elected and
qualified.
There are no family relationships among directors or persons
nominated or chosen by the Company to become a director. The present
term of office of each director will expire at the next annual meeting of
shareholders.
The executive officers of the Company are elected annually at the
first meeting of the Company's Board of Directors held after each annual
meeting of Shareholders. Each executive officer will hold office until his
successor is duly elected and qualified, until his resignation or until he shall
be removed in the manner provided by the Company's Bylaws.
During the fiscal year ended December 31, 2000, outside directors
received no cash compensation for their services as such, however they
were reimbursed their expenses associated with attendance at meetings or
otherwise incurred in connection with the discharge of their duties as
Directors of the Company. No officer of the Company receives any
additional compensation for his services as a Director, and the Company
does not contribute to any retirement, pension, or profit sharing plans
covering its Directors.
MEETINGS OF THE BOARD
The Board of Directors met 13 times and acted 13 times by
unanimous written consent during the year ended December 31, 2000.
During 2000, each Director attended or participated in at least 75% of the
meetings or unanimous resolutions held by the Board of Directors and the
committees of which he/she was a member.
Management is responsible for the Company's internal controls,
financial reporting process and compliance with laws and regulations and
ethical business standards. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and to issue a report thereon.
LEGAL PROCEEDINGS
None of the foregoing Directors or Executive Officers has, during
the past five years:
(1) Been convicted in a criminal proceeding or subject to a
pending criminal proceeding;
(2) Been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities,
futures, commodities or banking activities; and
(3) Been found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended, or
vacated.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires any person who owns more than ten percent of
any class of any equity security which is registered pursuant to Section 12
of the Exchange Act, or who is a director or an officer of the issuer of such
security, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Directors, officers, and
greater than ten-percent shareholders are also required by SEC regulation
to furnish the issuer of such securities with copies of all Section 16(a)
reports filed. Specific due dates for these reports have been established and
the Company is required to report in this Proxy Statement any failure to file
by these dates during 2000.
Based solely on a review of the copies of such reports required by
Section 16(a), the Company believes that its officers, Directors, and
stockholders owning greater than 10% of the Common Stock of the
Company complied with all applicable Section 16(a) filing requirements
during 2000. In making these statements, the Company has relied upon the
representations of its Directors, Officers and/or ten percent (10%)
shareholder, or copies of the reports that they have filed with the
Commission.
INDEPENDENT AUDITORS
Jay J. Shapiro, CPA, a professional corporation ("Shapiro Firm")
served as the Company's independent auditors for the fiscal year ended
December 31, 2000. Representatives of the Shapiro Firm are expected to
be present at the Annual Meeting to respond to appropriate questions and
to make a statement should they so desire. The Board of Directors
appointed the Shapiro Firm as its independent auditors for the fiscal year
2001.
AUDIT FEES
The aggregate fees billed by the Shapiro Firm for professional
services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2000 and for the reviews
of the financial statements included in the Company's Quarterly Reports on
Form 10-QSB for that fiscal year were approximately $51,955.75.
FINANCIAL INFORMATION SYSTEMS DESIGN AND
IMPLEMENTATION FEES
There were no fees billed by the Shapiro Firm for professional
services rendered for information technology services relating to financial
information systems design and implementation for the fiscal year ended
December 31, 2000.
ALL OTHER FEES
The aggregate fees billed by the Shapiro Firm for services rendered to
the Company, other than the services described above under "Audit Fees"
for the fiscal year ended December 31, 2000 were $.0 for miscellaneous
services.
The Audit Committee has considered whether the provision of the
services by the Shapiro Firm, as described above in "All Other Fees," is
compatible with maintaining the principal accountant's independence.
OTHER MATTERS
The Company's management is not aware of other matters that
may come before the Meeting. A majority of those votes present at the
Meeting cast in favor of any such matter will result in the passage of such
matter.
A copy of Form 10-KSB, the annual report filed by the Company
with the Securities and Exchange Commission, will be furnished without
charge to any person who requests it in writing, from the office of the
company at its address noted on this Proxy Statement.
2002 Annual Meeting
No definitive date for the Annual Meeting of Shareholders in
2002 has been established. Qualifying shareholders may submit proposals
that are consistent with the Company's Bylaws and federal securities laws
to the Company for inclusion in the Company's proxy material relating to
the 2002 Annual Meeting. The Company must receive such proposals at
its business address (set forth at the beginning of this Proxy Statement) no
later than December 31, 2001.
VALCOM, INC.
/s/ Ron Foster
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By: Ron Foster, Secretary