UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
ValCom, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ValCom Inc.
26030 Avenue Hall Studio #5
Valencia, California 91355
INFORMATION STATEMENT PURSUANT TO
REGULATION 14C PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT
OF HOLDERS OF A MAJORITY OF VALCOM, INC. OUTSTANDING SHARES OF COMMON STOCK. A
VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
This information statement is being mailed on or about September 15, 2001 to
holders of record as of August 28, 2001 (the "Record Date") of shares of common
stock, par value $0.001 ("Common Stock"), of ValCom, Inc., a Delaware
corporation (the "Company"). It is being furnished in connection with the
adoption of an amendment to the Company's Amended and Restated Certificate of
Incorporation by written consent of the holders of a majority of the outstanding
shares of Common Stock.
On August 15, 2001, the Company's Board of Directors approved an amendment to
the Company's Amended and Restated Certificate of Incorporation to effect a
one-for-ten reverse stock split (the "Reverse Split") of the Company's issued
and outstanding Common Stock (the "Existing Common"). On August 15, 2001, the
amendment was approved in a written consent executed by the holders of more than
a majority of the outstanding shares of Common Stock. Approval by the Board of
Directors and by the holders of a majority of the outstanding shares of Common
Stock is adequate under Delaware law to effect the amendment. The amendment will
become effective following a waiting period of 20 calendar days from the date
this information statement is mailed to stockholders (the "Effective Date"). The
form of the Certificate of Amendment is attached to this information statement,
as Exhibit A. Stockholders have no right under Delaware law or the Company's
Amended and Restated Certificate of Incorporation or bylaws to dissent from the
reverse stock split.
Pursuant to the Reverse Split, each ten shares of Existing Common issued and
outstanding immediately prior to the Effective Date will be reclassified as, and
exchanged for, one share of newly issued Common Stock, par value $.001 ("New
Common").
The Reverse Split will not materially affect the proportionate equity interest
in the Company of any holder of Existing Common or the relative rights,
preferences, privileges or priorities of any such stockholder. In addition, the
approximately ___________ shares issuable upon exercise of the Company's
outstanding options and warrants, and the exercise price per share, will be
proportionately adjusted, and the par value per share of the Common Stock will
not be changed.
This information statement is being provided for your informational purposes
only.
Outstanding Stock and Voting Rights
As of the Record Date, there were 88,440,649 shares of Common Stock outstanding.
Each share of Common Stock entitles its holder to one vote.
Reasons for the Reverse Stock Split
The Existing Common has been trading below $0.25 per share, which is below the
minimum bid price needed to be listed on a major exchange, such as The American
Stock Exchang, Inc. or The Nasdaq Market (the "Exchange"). The closing bid price
for the Existing Common on ?, 2001 was $? per share. The Company believes that
the reverse stock split would bring the trading price to a level in order to
meet the required minimum bid to be listed on an Exchange, the Board believes
that it is in the best interest of the Company and its stockholders to effect
the Reverse Split. While the Company currently does not meet the minimum bid
price requirement, the Reverse Split should positively affect the trading price
per share of the New Common. However, there can be no assurance that the Company
will meet in the future the listing standards for listing with an Exchange.
An additional effect of the Reverse Split will be to decrease the number of
issued and outstanding shares of Common Stock from 88,440,649 shares of Existing
Common to approximately 8,844,065 shares of New Common. No assurance can be
given, however, that the market price of the New Common will rise in proportion
to the reduction in the number of outstanding shares resulting from the Reverse
Split. The New Common issued pursuant to the Reverse Split will be fully paid
and non-assessable. All shares of New Common will have the same par value,
voting rights and other rights as shares of the Existing Common have.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock, which may be issued.
Stock Certificates and Fractional Shares
The Reverse Split will occur on the Effective Date without any further
action on the part of stockholders of the Company and without regard to the date
or dates on which certificates representing shares of Existing Common are
actually surrendered by each holder thereof for certificates representing the
number of shares of the New Common which each such stockholder is entitled to
receive as a consequence of the Reverse Split. After the Effective Date of the
Reverse Split, the certificates representing shares of Existing Common will be
deemed to represent one-tenth the number of shares of New Common. Certificates
representing shares of New Common will be issued in due course as old
certificates are tendered for exchange or transfer to Continental Stock Transfer
& Trust Company, 2 Broadway, 19th Floor, New York, N.Y. 10004 Attention:
Shareholder Relations (the "Exchange Agent" or "Transfer Agent"), telephone
number: 212-509-4000. No fractional shares of New Common will be issued and, in
lieu thereof, stockholders holding a number of shares of Existing Common not
evenly divisible by 10, and stockholders holding fewer than 10 shares of
Existing Common prior to the Effective Date, upon surrender of their old
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certificates, will receive cash in lieu of fractional shares of New Common. Such
cash payment will not be made until a stockholder's certificates of Existing
Common are presented to the Exchange Agent. The price payable by the Company for
those shares of Existing Common which are not divisible by 10 will be equal to
the product of (a) the number of such shares which cannot be exchanged for a
whole number of shares of New Common and (b) the average of the closing price of
one share of Existing Common as reported on the National Market for the 10
business days immediately preceding the Effective Date of the Reverse Split for
which transactions in the Existing Common are reported.
Source of Funds; Number of Holders
The funds required to purchase the fractional shares are available and will be
paid from the current cash reserves of the Company. The Company cannot predict
with certainty the number of fractional shares or the total amount that the
Company will be required to pay for fractional share interests. However, it is
not anticipated that the funds necessary to effect the cancellation of
fractional shares will be material. As of ?, 2001, there were approximately
3,200 holders of record of Existing Common. The Company does not anticipate
that, as a result of the Reverse Split, the number of holders of record or
beneficial owners of Existing Common or New Common will change significantly.
No Change in Company's Status
The Company does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result of the Reverse
Split.
Exchange of Stock Certificates
On or around the Effective Date, the Company will provide a transmittal
form (the "Transmittal Form") that each stockholder of record on the Effective
Date should use to transmit certificates representing shares of Existing Common
("Old Certificates") to the Exchange Agent for exchange or transfer. The
Transmittal Form contains instructions for the surrender of Old Certificates to
the Exchange Agent in exchange for certificates representing the appropriate
number of whole shares in New Common. No new certificates will be issued to a
stockholder until such stockholder has surrendered all Old Certificates together
with a properly completed and executed Transmittal Form to the Exchange Agent.
Upon proper completion and execution of the Transmittal Form and its return to
the Exchange Agent together with all of a stockholder's Old Certificates and/or
an Affidavit of Loss for any lost or destroyed certificates, as applicable, that
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stockholder will receive a new certificate or certificates representing the
number of whole shares of New Common into which the shares of Common Stock
represented by the Old Certificates are being converted as a result of the
Reverse Split. Until surrendered to the Exchange Agent, Old Certificates
retained by stockholders will be deemed for all purposes, including voting and
payment of dividends, if any, to represent the number of whole shares of New
Common to which such stockholders are entitled as a result of the Reverse Split.
Stockholders should not send their Old Certificates to the Exchange Agent until
after the Effective Date. Shares of Existing Common surrendered after the
Effective Date will be replaced by certificates representing shares of New
Common as soon as practicable after such surrender. No service charge will be
payable by holders of shares of Existing Common in connection with the exchange
of shares and all expenses of the exchange and issuance of new certificates will
be borne by the Company.
Certificates representing shares of Existing Common which contain a
restrictive legend will be exchanged for New Common with the same restrictive
legend. As applicable, the time period during which a stockholder has held the
Existing Common will be included in the time period during which such
stockholder actually holds the New Common received in exchange for such Existing
Common for the purposes of determining the term of the restrictive period
applicable to the New Common.
Federal Income Tax Consequences
Except as described below with respect to cash received in lieu of fractional
share interests, the receipt of New Common in the Reverse Split should not
result in any taxable gain or loss to stockholders for federal income tax
purposes. The tax basis of New Common received as a result of the Reverse Split
(when added to the basis for any fractional share interests to which a
stockholder is entitled) will be equal, in the aggregate, to the basis of the
Existing Common exchanged for New Common. The per share tax basis of the New
Common is based on the tax basis of the Existing Common for which the New Common
is exchanged. For purposes of determining whether short-term or long-term
capital gains treatment will be applied to a stockholder's disposition of New
Common subsequent to the Reverse Split, a stockholder's holding period for the
shares of Existing Common will be included in the holding period for the New
Common received as a result of the Reverse Split.
A stockholder who receives cash in lieu of fractional shares of New Common
will be treated as first receiving such fractional shares and then receiving
cash as payment in exchange for such fractional shares of New Common and, except
for dealers, will recognize capital gain or loss in an amount equal to the
difference between the amount of cash received and the adjusted basis of such
fractional shares.
THE DISCUSSION SET FORTH ABOVE CONCERNING CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE REVERSE SPLIT IS INCLUDED HEREIN FOR GENERAL INFORMATION
ONLY. ALL STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY
FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM, WHICH
COULD RESULT FROM THE REVERSE SPLIT.
Effectiveness
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed amendment and the Reverse Split at any time prior to the
filing of the amendment upon consent of the Board and the holders of a majority
of the Existing Common then issued and outstanding.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information regarding shares of our Common
Stock beneficially owned as of August 1, 2001. Beneficial ownership is
calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of
1934. Shares of Common Stock subject to options and warrants that are currently
exercisable or are exercisable within 60 days of August 1, 2001, are deemed
outstanding with respect to the person holding those options but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise indicated, each person possesses sole voting and
investment power with respect to the shares identified as beneficially owned.
Except as otherwise indicated in the table, the address of the stockholders
listed below is that of the Company's principal executive office. Directors not
included in the table below do not hold Company securities.
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Shares Beneficially Owned
As of August 1, 2001
---------------------------------
Name and Address Number Percent
- ---------------- --------------- -------------
Ronald Foster 4,154,118 4.5% Common Shares
103 Firetower Road
Leesburg, Georgia 31763
Vince Vellardita 13,077,491 14.4% Common Shares
26030 Avenue Hall
Valencia, California 91355
E-Blaster International 30,000,000 32.2% Common Shares
JL H,R, Rasuna Said Kav.
B-1 6th Flr. Jakarta, 12920
Indonesia
Radorm Technology Limited 5,678,247 6.1% Common Shares
Jakarta, 12920
Indonesia
Great Asian Holdings Limit 21,104,227 22.6% Common Shares
Jakarta, 12920
Indonesia ______________________
Total Shares 74,014,083
All Officers and Directors as a 22,632,109 24.3% Common Shares
Group (4 persons)
BY ORDER OF THE BOARD OF DIRECTORS
Vince Vellardita
Chief Executive Officer & President
?, 2001
New York, New York
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EXHIBIT A
AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VALCOM, INC.
This is to certify that the following Amendment to the Amended and Restated
Certificate of Incorporation of ValCom, Inc. (the "Company"), was adopted by the
Board of Directors of the Company and approved by the written consent of
stockholders eligible to vote and holding the requisite number of shares
pursuant to the provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware, as amended, and to that end, does by
this Amendment to the Amended and Restated Certificate of Incorporation set
forth the following:
1. Article FOURTH of the Amended and Restated Certificate of Incorporation
is hereby amended by adding the following paragraph to Article FOURTH:
"Effective upon the filing by the Secretary of State of the State of
Delaware of this Amendment to the Amended and Restated Certificate of
Incorporation (the "Effective Time"), each 10 shares of common stock of the
Company, par value $0.001 per share (the "Old Common Stock"), issued and
outstanding or reserved for issuance or held in treasury shall automatically,
and without any action by the holder thereof, be reclassified into 1 share of
common stock of the Company, par value $0.001 per share (the "New Common
Stock"), and each certificate which prior to the Effective Time represented 10
shares of the Old Common Stock shall, from and after the Effective Time, be
deemed to represent 1 share of the New Common Stock"
2. This Amendment to the Restated Certificate of Incorporation has been
duly executed in accordance with Section 103 of the General Corporation Law of
the State of Delaware.
I, THE UNDERSIGNED, being the President and Chief Executive Officer of the
Company hereinabove named, for the purpose of amending the Amended and Restated
Certificate of Incorporation of the Company, pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand and seal this day of ?, 2001. Vince
Vellardita, President and Chief Executive Officer
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