UNITED STATES
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. 2 )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
VALCOM, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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(1)Title of each class of securities to which transaction applies:
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which the filing fee is calculated and state how it was determined):
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statement number, or the Form or Schedule and the date of its filing.
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TABLE OF CONTENTS
PAGE
Introduction 1
Outstanding Securities and Voting Rights 1
Questions and Answers About the Meeting and Voting 1
Security Ownership of Certain Beneficial Owners and Management 5
Executive Officers and Key Employees 6
Family Relationships 6
Legal Proceedings 7
The Board of Directors and Corporate Governance 7
Executive Compensation and Related Matters 7
Section 16(a) Beneficial Ownership Reporting Compliance 9
Item 1: Election of Directors 10
Item 2. Increase in Authorized Shares of Capital Stock 11
Item 3. Reverse Stock Split 12
Form 10-KSB 13
Deadline for Future Proposals of Stockholders 13
Other Matters Which May Come Before the Annual Meeting 13
Solicitation of Proxies 14
VALCOM, INC.
NOTICE OF ANNUAL MEETING
and
PROXY STATEMENT
2006
VALCOM, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held November 20, 2006
TO THE STOCKHOLDERS OF VALCOM, INC.
You are cordially invited to the 2006 Annual Meeting of Stockholders of
ValCom, Inc., which will be held at our principal executive offices located at
920 South Commerce Street, Las Vegas, Nevada 89106, on Monday, November 20,
2006 beginning at 10:00 a.m., local time. The Annual Meeting will be held for
the following purposes:
1. To elect 3 members to our Board of Directors, each to hold office for the
terms as set forth herein, and until his successor is elected and
qualified (Proposal 1);
2. To authorize the amendment our certificate of incorporation to (i)
increase our authorized shares of our common stock from 100,000,000 to
250,000,000 shares, and (ii) increase our authorized shares of "blank
check" preferred stock from 10,000,000 to 25,000,000 shares (Proposal 2);
and
3. To authorize our Board of Directors, in its discretion, to amend our
certificate of incorporation to effect a reverse stock split of the
issued and outstanding shares of our Common Stock at a ratio of either
one-for-two, one-for-five, one-for-ten, or one-for-twenty as determined
at the discretion of the board of directors to be in the best interests
of the Company without further approval from our stockholders (the
"Reverse Stock Split") (Proposal 3); and
4. To transact such other business as may properly come before the meeting
or any postponements or adjournments of the meeting.
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS
STOCKHOLDERS, IT IS VITAL THAT EVERY SHAREHOLDER VOTES AT THE ANNUAL MEETING IN
PERSON OR BY PROXY.
These proposals are fully set forth in the accompanying Proxy Statement,
which you are urged to read thoroughly. For the reasons set forth in the Proxy
Statement, your Board of Directors recommends a vote "FOR" each of the
proposals. The Company intends to mail the Annual Report, Proxy Statement and
Proxy enclosed with this notice on or about *, 2006, to all stockholders
entitled to vote at the Annual Meeting. If you were a stockholder of record of
our common stock on October 20, 2006, the record date for the Annual Meeting,
you are entitled to vote at the meeting and any postponements or adjournments
of the meeting. Stockholders are cordially invited to attend the Annual
Meeting. However, whether or not you plan to attend the meeting in person, your
shares should be represented and voted. After reading the enclosed Proxy
Statement, please sign, date, and return promptly the enclosed proxy in the
accompanying postpaid envelope we have provided for your convenience to ensure
that your shares will be represented. If you do attend the meeting and wish to
vote your shares personally, you may revoke your Proxy.
We hope that you will use this opportunity to take an active part in our
affairs by voting on the business to come before the Annual Meeting, either by
executing and returning the enclosed Proxy Card or by casting your vote in
person at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
VINCENT VELLARDITA
----------------------------------
Chairman of the Board of Directors
Las Vegas, Nevada
October *, 2006
STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN
ONE PROXY CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR
ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
VALCOM, INC.
920 SOUTH COMMERCE STREET
LAS VEGAS, NEVADA 89106
(702) 385-9000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 20, 2006
INTRODUCTION
This Proxy Statement is furnished to the stockholders by the Board of
Directors of ValCom, Inc., for solicitation of proxies for use at the 2006
Annual Meeting of Stockholders to be tentatively held at our principal
executive offices located at 920 South Commerce Street, Las Vegas, Nevada
89106, on Monday, November 20, 2006 beginning at 10:00 a.m., local time, and at
any and all adjournments of the meeting.
The purpose of the Annual Meeting and the matters to be acted upon are set
forth in the following Proxy Statement. As of the date of this Proxy Statement,
our Board of Directors knows of no other business which will be presented for
consideration at the Annual Meeting. A stockholder giving a proxy pursuant to
this solicitation may revoke it at any time before it is exercised by
submitting a duly executed proxy bearing a later date or by delivering to our
Corporate Secretary a written notice of revocation prior to the Annual Meeting,
or by appearing at the meeting and expressing a desire to vote his or her
shares in person. Subject to such revocation, all shares represented by a
properly executed proxy received prior to or at the Annual Meeting will be
voted by the proxy holders whose names are set forth in the accompanying proxy
in accordance with the instructions on the proxy. If no instruction is
specified with respect to a matter to be acted upon, the shares represented by
the proxy will be voted "FOR" the election of the nominees for director and
"FOR" each other matter set forth in this Proxy Statement. If any other
business properly comes before the meeting, votes will be cast in accordance
with the proxies in respect of any such other business in accordance with the
judgment of the persons acting under the proxies.
It is anticipated that the mailing to stockholders of this Proxy Statement
and the enclosed proxy will commence on or about *, 2006.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only stockholders of record at the close of business on the record date
of October 20, 2006 are entitled to notice of and to vote at the Annual
Meeting. At that date there were * outstanding shares of our common stock, and
* outstanding shares of our preferred stock, our only outstanding voting
securities. At the Annual Meeting, each share of common stock will be entitled
to one vote.
The representation, in person or by properly executed proxy, of the
holders of a majority of the voting power of the shares of stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum for the
transaction of business at the meeting. Stockholders are not entitled to
cumulate their votes. Abstentions and broker non-votes (shares held by a broker
or nominee which are represented at the Annual Meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. In all matters, abstentions have the effect of
votes against a proposal in tabulations of the votes cast on proposals
presented to stockholders, while broker non-votes do not have any effect for
purposes of determining whether a proposal has been approved.
QUESTIONS AND ANSWERS ABOUT
ABOUT THE MEETING AND VOTING
1. WHAT IS A PROXY?
It is your legal designation of another person to vote the stock that you
own. That other person is called a proxy. If you designate someone as your
proxy in a written document, that document also is called a proxy or a
proxy card. Vincent Vellardita, our Chief Executive Officer, and Sandy
Markham, our Corporate Secretary, have been designated as proxies for the
2006 Annual Meeting of Stockholders.
2. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?
The record date for the 2006 Annual Meeting of Stockholders is October 20,
2006. The record date is established by our Board of Directors as required
by Delaware law and our By-laws. Stockholders of record (registered
stockholders and street name holders) at the close of business on the
record date are entitled to:
(a)receive notice of the meeting; and
(b)vote at the meeting and any adjournments or postponements of the meeting.
3. WHAT IS THE DIFFERENCE BETWEEN A REGISTERED STOCKHOLDER AND A STOCKHOLDER
WHO HOLDS STOCK IN STREET NAME?
If your shares of stock are registered in your name on the books and
records of our transfer agent, you are a registered stockholder.
If your shares of stock are held for you in the name of your broker or
bank, your shares are held in street name. The answer to Question
13 describes brokers' discretionary voting authority and when your
bank or broker is permitted to vote your shares of stock without
instructions from you.
4. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON
STOCK?
(a)In Writing:
All stockholders of record can vote by mailing in their completed
proxy card (in the case of registered stockholders) or their
completed vote instruction form (in the case of street name holders).
(b)In Person:
All stockholders may vote in person at the meeting (unless they are
street name holders without a legal proxy).
5. HOW CAN I REVOKE A PROXY?
You can revoke a proxy prior to the completion of voting at the meeting
by:
(a)giving written notice to our Corporate Secretary;
(b)delivering a later-dated proxy; or
(c)voting in person at the meeting.
6. ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?
We will hold the votes of each stockholder in confidence from directors,
officers and employees except:
(a)as necessary to meet applicable legal requirements and to assert or
defend claims for or against us;
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(b)in case of a contested proxy solicitation;
(c)if a stockholder makes a written comment on the proxy card or otherwise
communicates his or her vote to management; or
(d)to allow the independent inspectors of election to certify the results of
the vote.
7. WHAT ARE THE VOTING CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE
IS NEEDED TO ELECT DIRECTORS?
When voting on the election of director nominees to serve for the terms as
set forth herein, stockholders may:
(a)vote in favor of all nominees;
(b)vote to withhold votes as to all nominees; or
(c)withhold votes as to specific nominees.
Directors will be elected by a plurality of the votes cast.
Our Board recommends a vote "FOR" all of the nominees.
8. WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF
COMMON STOCK FROM 100,000,000 TO 250,000,000 SHARES, AND INCREASE OUR
AUTHORIZED SHARES OF "BLANK CHECK" PREFERRED STOCK FROM 10,000,000 TO
25,000,000 SHARES, AND WHAT VOTE IS NEEDED TO APPROVE?
When voting on the amendment to our Certificate of Incorporation to
increase our authorized shares of our common stock from 100,000,000 to
250,000,000 shares, and increase our authorized shares of "blank check"
preferred stock from 10,000,000 to 25,000,000 shares, stockholders may:
(a)vote in favor of the amendment;
(b)vote against the amendment; or
(c)abstain from voting on the amendment.
The amendment will be approved if the votes cast "FOR" are a majority of
the shares of our common stock issued and outstanding as of the record
date of October 20, 2006. The Board recommends a vote "FOR" the
amendment.
9. WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE AMENDMENT TO
OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF
THE ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK AT A RATIO OF EITHER
ONE-FOR-TWO, ONE-FOR-FIVE, ONE-FOR-TEN OR ONE-FOR-TWENTY, AS DETERMINED AT
THE DISCRETION OF THE BOARD OF DIRECTORS TO BE IN THE BEST INTERESTS OF THE
COMPANY WITHOUT FURTHER APPROVAL FROM OUR STOCKHOLDERS AND WHAT VOTE IS
NEEDED TO APPROVE?
When voting on the amendment to our Certificate of Incorporation to
effect a reverse stock split of the outstanding shares of our Common
Stock at a ratio of either one-for-two, one-for-five, one-for-ten, or
one-for-twenty, as determined at the discretion of the board of directors
to be in the best interests of the Company without further approval from
our stockholders, stockholders may:
(d)vote in favor of the amendment;
(e)vote against the amendment; or
(f)abstain from voting on the amendment.
The amendment will be approved if the votes cast "FOR" are a majority of
the votes present at the meeting. The Board recommends a vote "FOR" the
amendment.
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10. WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN
RETURNING A PROXY?
Stockholders should specify their choice for each matter on the enclosed
proxy. If no specific instructions are given, proxies which are signed and
returned will be voted FOR the election of all director nominees ,
FOR the amendment to our Certificate of Incorporation to increase
our authorized shares of our common stock from 100,000,000 to 250,000,000
shares, and increase our authorized shares of "blank check" preferred
stock from 10,000,000 to 25,000,000 shares , and FOR the amendment to
our Certificate of Incorporation to effect a reverse stock split of the
outstanding shares of our Common Stock at a ratio of either one-for-two,
one-for-five, one-for-ten, or one-for-twenty, as determined at the
discretion of the board of directors to be in the best interests of the
Company without further approval from our stockholders .
11. WHO IS ENTITLED TO VOTE?
You may vote if you owned stock as of the close of business on October 20,
2006. Each share of our common stock is entitled to one vote. As of
October 20, 2006, we had * shares of common stock outstanding.
12. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that you have multiple accounts with brokers or our transfer
agent. Please vote all of these shares. We recommend that you contact your
broker or our transfer agent to consolidate as many accounts as possible
under the same name and address. Our transfer agent is Continental Stock
Transfer and Trust Company, 17 Battery Place, New York, NY 10004, or you
can reach Continental Stock Transfer and Trust Company at (212) 509-4000.
13. WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?
If your shares are registered in your name, they will not be voted unless
you submit your proxy card, or vote in person at the meeting. If your
shares are held in street name, your bank, brokerage firm or other
nominee, under some circumstances, may vote your shares.
Brokerage firms, banks and other nominees may vote customers' unvoted
shares on "routine" matters. Generally, a broker may not vote a customer's
unvoted shares on non-routine matters without instructions from the
customer and must instead submit a "broker non-vote." A broker non-vote is
counted toward the shares needed for a quorum, but it is not counted in
determining whether a matter has been approved.
14. ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Broker non-votes will not be included in vote totals and will not affect
the outcome of the vote. In matters other than the elections of directors,
abstentions have the effect of votes against a proposal in tabulations of
the votes cast on proposals presented to stockholders.
15. HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
To hold the meeting and conduct business, a majority of our outstanding
voting shares as of October 20, 2006 must be present at the meeting. On
this date, a total of * shares of our common stock were outstanding and
entitled to vote. Shares representing a majority, or * votes, must be
present. This is called a quorum.
Votes are counted as present at the meeting if the stockholder either:
(a)Is present and votes in person at the meeting, or
(b)Has properly submitted a proxy card.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of our common
stock beneficially owned as of September 25, 2006 by (i) each person known to
us to be the beneficial owner of more than 5% of our common stock; (ii) each
director and nominee for director; (iii) each executive officer; and (iv) all
of our directors and executive officers as a group. Unless otherwise indicated
in the footnotes following the table, the persons as to whom the information is
given had sole voting and investment power over the shares of common stock
shown as beneficially owned by them. Unless otherwise indicated, the address of
each person shown is c/o ValCom, Inc., 920 South Commerce Street, Las Vegas,
Nevada 89106.
Vincent Vellardita, Chief Executive Officer and Chairman 9,441,049 11.22 %
Steven Cantrock, Chief Financial Officer 0 0 %
Richard Shintaku, Director 3,395,833 4.04 %
Ian Adlington, Director 0 0 %
Sandy Markham, Treasurer and Corporate Secretary 105,000 *
Directors and Officers as a Group (6 persons) 13,341,882 15.85 %
_______________________
*Less than one percent.
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EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table sets forth the names and ages of our executive
officers and key employees, if any, who are not also directors.
Name Age Position
- --------------- --- ----------------------------------
Steven Cantrock 53 Chief Financial Officer
Sandy Markham 46 Treasurer and Corporate Secretary
EXECUTIVE OFFICERS
The principal occupations for the past five years (and, in some instances,
for prior years) of each of our executive officers (other than those executive
officers who are also directors):
STEVEN CANTROCK is a Certified Public Accountant in California and has
served as a
financial consultant in the entertainment industry for over 23 years. His
experience includes structuring film, television and music financing. He was
also instrumental in structuring the purchase of the Beatles catalog for
Michael Jackson. He was a principal at Coopers & Lybrand where he specialized
in all aspects of the entertainment industry. Mr. Cantrock currently resides in
Calabasas, CA.
SANDY MARKHAM was appointed to the position of Secretary and Treasurer of
the Corporation in July 22, 2005. She has been with ValCom since March 2005.
Ms. Markham holds a Bachelor Degree in Business Administration from Regis
University and has extensive experience in executive secretarial business. She
has provided corporate support for the past 25 years for the casino/hotel
industry in addition to other government, profit and non-profit organizations.
She has extensive background in the field of advertising, marketing, special
event coordinator, and personnel management. was appointed Secretary of the
Company on September 14, 2004. Ms. Aws has served as Vice President of
Administration of RWT, the Company's wholly owned subsidiary, since February
2004. Prior to that, Ms. Aws served as Executive Administrator, General
Mortgage Corporation of America, from August 24, 2003 to February 2004;
Director of Just for Kids, an after school and summer camp program for
children, from December 2002 to August 2003; Assistant to the Chief Executive
Officer of RWT from December 2002 through February 2004; and Administrative
Assistant to Vice President of Marketing and Sales and Manager of Proposals and
Contracts Administration for RWT.
FAMILY RELATIONSHIPS
There are no family relationships among our executive officers and
directors.
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LEGAL PROCEEDINGS
As of the date of this Proxy Statement, there are no material proceedings
to which any of our directors, executive officers, affiliates or stockholders
is a party adverse to us. There are no orders, judgments, or decrees of any
governmental agency or administrator, or of any court of competent
jurisdiction, revoking or suspending for cause any license, permit or other
authority to engage in the securities business or in the sale of a particular
security or temporarily or permanently restraining any of our officers or
directors from engaging in or continuing any conduct, practice or employment in
connection with the purchase or sale of securities, or convicting such person
of any felony or misdemeanor involving a security, or any aspect of the
securities business or of theft or of any felony or any conviction in a
criminal proceeding or being subject to a pending criminal proceeding.
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors is responsible for establishing broad corporate
policies and for overseeing our overall management. In addition to considering
various matters which require Board approval, the Board provides advice and
counsel to, and ultimately monitors the performance of, our senior management.
We do not have a standing Audit Committee, a Compensation Committee, or a
Nominations and Governance Committee of the board of directors. Our directors
perform the functions of audit, nominating and compensation committees. Our
directors, Vincent Vellardita, Richard Shintaku and Ian Adlington, participate
in the consideration of director nominees. Due to the small size of our company
and our board, the board of directors does not believe that establishing a
separate nominating committee is necessary for effective governance. When
additional members of the Board of Directors are appointed or elected, we will
consider creating a nominating committee. The entire Board of Directors
participates in audit related matters of our company, including, but not
limited to, reviewing and discussing our audited financial statements with
management and our auditors and recommending to the board of directors that the
financial statements be included in our Annual Reports on Form 10-KSB. In
performing their role equivalent to an audit committee, the Board of Directors
(i) reviewed and discussed the Company's audited financial statements in the
Company's Annual Report on Form 10-KSB for the fiscal year ended September 30,
2005 with management, (ii) discussed with the Company's independent registered
public accounting firm the matters required to be discussed pursuant to
Statement on Auditing Standards No. 61 (Communication With Audit Committees),
(iii) discussed with its independent registered public accounting firm matters
relating to independence, including the disclosures made to the Board as
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees ), and (iv) in reliance on the aforementioned
reviews and discussions, recommended to management the inclusion of the
Company's audited financial statements in the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2005 for filing with the
Securities and Exchange Commission. Messrs. Vellardita, Shintaku and Adlington
are not considered independent directors as defined by any national securities
exchange registered pursuant to Section 6(a) of the Securities Exchange Act of
1934 or by any national securities association registered pursuant to Section
15A(a) of the Securities Exchange Act of 1934.
The Board and our management strive to perform and fulfill their
respective duties and obligations in a responsible and ethical manner. The
Board performs annual self-evaluations. We have adopted a comprehensive Code of
Ethics for all directors, officers and employees.
During 2005, the Board of Directors met and/or executed unanimous written
consents of the Board of Directors 22 times. While we do not have a formal
policy requiring members of the Board to attend the Annual Meeting of
Stockholders, we strongly encourage all directors to attend. No director
attended fewer than 75% of the total number of meetings.
DIRECTOR COMPENSATION
The Company has not paid and does not presently propose to pay cash
compensation to any director for acting in such capacity. However, the Company
will give the directors a grant of shares of common stock and reimbursement for
reasonable out-of-pocket expenses for attending meetings. Outside directors
received no cash compensation for their services; however they were reimbursed
for 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.
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by us for our years ended September 30, 2005, 2004 and
2003 to our Chief Executive Officer and our four most highly compensated
officers other than the Chief Executive Officer at September 30, 2005.
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SUMMARY COMPENSATION TABLE
Restricted
Name & Position Year Salary Bonus Other Stock Options LTIP All Other
- ----------------------- ---- ------ ----- ----- ---------- ------- ---- ---------
Vincent Vellardita, 2004 $ 0.000 0 140,400 0 0 0
Chairman and CEO 2003 $ 0.000 0 100,000 0 0 0
Sandy Markham 2005 $ 0.000 0 48,800 0 0 0
Treasurer and Secretary
2004 EMPLOYEE STOCK COMPENSATION PLAN
The Company has a 2004 Employee Stock Compensation Plan (the "ESCP") to
enhance its ability to attract, retain and compensate experienced employees,
officers, directors and consultants. The effective date of the ESCP is January
10, 2004. A total of 2,000,000 shares of common stock were registered for
issuance under the ESCP on Form S-8 registration statement filed December 30,
2003. Pursuant to the ESCP, the Compensation Committee or the Board of
Directors may award registered shares of the Company's common stock to
employees, officers, directors or consultants for cash, property, services
rendered or other form of payment constituting lawful consideration. Plan
shares awarded for other than services rendered shall be sold at not less than
fair market value on the date of grant. During the fiscal year ended September
30, 2004, the Company issued an aggregate of 1,000,000 shares of registered
common stock to employees, officers, directors and consultants pursuant to the
ESCP for services rendered.
EQUITY COMPENSATION PLAN INFORMATION
The following table shows information with respect to each equity
compensation plan under which our common stock is authorized for issuance as of
the fiscal year ended September 30, 2005.
Plan Category Number of shares to be issued Weighted average Number of securities
upon exercise of outstanding exercise price of remaining available for
options outstanding options future issuance
------------------------------ ------------------- -----------------------
Equity compensation 0 0 0
plans approved by
security holders
Equity compensation 0 0 0
plans not approved by
security holders
Total 0 0 0
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to grants of
options to purchase our common stock to the named executive officers during the
fiscal year ended September 30, 2005.
OPTIONS IN YEAR ENDED SEPTEMBER 30, 2005
INDIVIDUAL GRANTS
Name Number of Shares Underlying % of Total Options Granted to Exercise Market Expiration
Options Employees Price Price Date
- ---- --------------------------- ----------------------------- -------- ------ ----------
N/A 0 0 -- -- --
N/A 0 0 -- -- --
N/A 0 0 -- -- --
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AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth information as of September 30, 2005 with
respect to the named executive officers information with respect to options
exercised, unexercised options and year-end option values in each case with
respect to options to purchase shares of our common stock.
Number of Securities Underlying Value of Unexercised In The
Unexercised Options at Money Options At
September 30, 2005 September 30, 2005
------------------------------- -----------------------------
Shares Value
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise (#) ($) (#) (#) ($) ($)
- ---- ------------ -------- ----------- ------------- ----------- -------------
N/A 0 0 -- -- 0 0
N/A 0 0 -- -- 0 0
N/A 0 0 -- -- 0 0
EMPLOYMENT AGREEMENT
Currently there is an employment agreement with one executive, Vincent
Vellardita, Chairman and CEO.
The Company entered into an Employment Agreement with Vince Vellardita,
the Company's Chairman of the Board, Chief Executive Officer and President,
effective October 1, 2000. The term of the Agreement is for five years. The
Board of Directors may terminate Mr. Vellardita's employment at any time. The
Agreement shall be automatically renewed for successive one- year terms, unless
either party gives written notice of termination three months prior to the end
of the term. The Agreement provides for an annual salary of $120,000 for the
first year, $150,000 for the second year and $200,000 for the third year, plus
a bonus if authorized by the Board of Directors. If the Company is involved in
a merger or consolidation in which it does not survive, or if the Company
transfers substantially all of its assets, the surviving entity in the merger
or consolidation or the transferee of the Company's assets shall be bound by
the Agreement. With the exception of ownership of up to five percent of the
equity securities of another publicly traded corporation, the Agreement
prohibits Mr. Vellardita from engaging in any activity competitive with or
adverse to the Company's business or welfare without the Company's prior
written consent.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At September 30, 2004, related party payables represent $100,000 due to a
Director and shareholder of the Company.
At September 30, 2005, related party payables represent $267,955 due to
the President of the Company for his salary and various advances to the
Company.
We believe that these transactions were advantageous to us and were on
terms no less favorable to us than could have been obtained from unaffiliated
third parties.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Exchange Act, our directors, our executive officers, and any
persons holding more than 10% of our common stock are required to report their
ownership of the common stock and any changes in that ownership to the
Commission. Specific due dates for these reports have been established and we
are required to report in this Proxy Statement any failure to file by these
dates during the fiscal year ended December 31, 2005. All of these filing
requirements were satisfied by our directors, officers and 10% holders. In
making these statements, we have relied on the written representations of our
directors, officers and our 10% holders and copies of the reports that they
have filed with the Commission.
9
PROPOSAL 1: ELECTION OF DIRECTORS
Pursuant to our Certificate of Incorporation, the holders of our common
stock may elect our 3 directors. All nominees have advised us that they are
able and willing to serve as directors. However, if any nominee is unable to or
for good cause will not serve, the persons named in the accompanying proxy will
vote for any other person nominated by our Board of Directors.
Except as set forth below, no arrangement or understanding exists between
any nominee and any other person or persons pursuant to which any nominee was
or is to be selected as a director or nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED BELOW.
The following table sets forth the names and ages of the nominees of our
Board of Directors.
Name Age Position
- ------------------ --- -----------------------------------------------
Vincent Vellardita 48 Chairman, Chief Executive Officer and President
Richard Shintaku 57 Director
Ian Adlington 62 Director
The principal occupations for the past five years (and, in some instances,
for prior years) of each of our directors are as follows:
VINCENT VELLARDITA has served as the Company's President, Chief Executive
Officer and Chairman of the Board since October 2000. Mr. Vellardita was
instrumental in having Valencia Entertainment International, LLC acquire a
180,000 square foot production facility in Valencia, California that houses
eight film and production sound stages that have been occupied for the past
four 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 US
tours. He also produced a benefit tour for the 1980 Presidential campaign of
John Anderson. Mr. Vellardita is a 25-year veteran production executive with a
successful track record. While in Nashville, Mr. Vellardita was responsible for
the turnaround for a production house for music into a television satellite
network, housing multiple sound- stages and edit bays. Mr. Vellardita also
increased revenues by bringing national accounts to this network. Mr.
Vellardita has been involved in over 10,000 episodes of television and 100
films. After Mr. Vellardita's success in Nashville, he moved to Los Angeles,
focusing on film and television, where he developed independent production
studios. Mr. Vellardita handled everything from the coordination of sales and
contracts negotiations, to the launching of marketing strategies to lure some
of the biggest names in the television community. These include Paramount,
Warner Brothers, and Disney. Mr. Vellardita does not currently serve as a
director of any other reporting company.
RICHARD SHINTAKU has served on the Board since August 5, 2003. He is
currently President and CEO of Inter-Continental Associates Group, LLC and
ICAG, Inc. Mr. Shintaku has been married for 36 years and has two daughters and
three grandsons and resides at Lake Las Vegas, Nevada. ICAG has been a leading
investment and consulting firm in the Asia/Pacific region since 1973. ICAG is a
Merrill Lynch investment "Alliance Partner". He is currently Vice President and
principal of MRI International, Inc., one of the nations largest medical
receivables funding companies, Executive Vice President and principal of JMR
Nevada, Inc. (Harmon Medical Center), and KK JMR (Medical, Japan centers). Mr.
Shintaku is also Chairman and CEO of Premier Entertainment Services, Inc.,
(product placement in Digatech International, Inc. (Gaming technology) and
Owner/Proprietor of The Royal Hawaiian Farms (Pistachio/Grapes). He is a
Partner of Super Nova Financial Services (NY Mercantile Exchange). He also
serves on various board of directors of many Asian and domestic firms. He has
recently been asked to serve as the first Honorary Consul General of Japan in
the State of Nevada and is presently serving as the Nevada representative on
the Republican Presidential Roundtable.
IAN ADLINGTON has served as the founder and Chief Executive Officer of
Newport Capital Group from 1998 to the present, a venture capital company which
provides Bio Science advice. He is a Member of the Institute of Management
Services, the British Institute of Management and the Institute of Bankers as
well as a Fellow at the Institute of Directors. In 1979, Mr. Adlington
received his B.A. with honors in Math and Economics from the University of
Keele. In addition, he received his M.A. in Economics from the University of
Keele in 1980. Mr. Adlington also received his M.B.A. from Open Business
School and Plymouth School in 1993 as well as a PhD from the Plymouth Business
School and his D.B.A. from the Chartered Institute of Marketing in 1997.
Currently Mr. Adlington serves of the Board of Directors of over twenty
domestic and international companies.
10
PROPOSAL 2: INCREASE IN AUTHORIZED CAPITAL STOCK
Our Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to our Certificate of Incorporation to increase the
number of authorized shares of our common stock from 100,000,000 to 250,000,000
shares, and increase our authorized shares of "blank check" preferred stock
from 10,000,000 to 25,000,000 shares. The Company currently has authorized
common stock of 100,000,000 shares and approximately * are issued and
outstanding as of the Record Date. In addition, the Company currently has
authorized preferred stock of 10,000,000 shares and approximately * are issued
and outstanding as of the Record Date. The Board believes that the increase in
authorized common shares would provide the Company greater flexibility with
respect to the Company's capital structure for such purposes as additional
equity financing, and stock based acquisitions.
INCREASE IN AUTHORIZED COMMON STOCK AND PREFERRED STOCK
The terms of the additional shares of common stock and preferred stock
will be identical to those of the currently outstanding shares of common stock;
provided, that the preferred stock is "blank check", meaning that the Board may
set forth the rights, preferences and designations of each series of preferred
stock as may be expressed in resolutions duly adopted by the Board of
Directors, without further approval from stockholders. However, because holders
of common stock and preferred stock have no preemptive rights to purchase or
subscribe for any unissued stock of the Company, the issuance of additional
shares of common stock and preferred stock will reduce the current
stockholders' percentage ownership interest in the total outstanding shares of
common stock and preferred stock. This amendment and the creation of additional
shares of authorized common stock and preferred stock will not alter the
current number of issued shares. The relative rights and limitations of the
shares of common stock will remain unchanged under this amendment.
As of the Record Date, a total of * and * shares of the Company's
currently authorized 100,000,000 and 10,000,000 shares of common stock and
preferred stock, respectively, are issued and outstanding. The increase in the
number of authorized but unissued shares of common stock and preferred stock
would enable the Company, without further stockholder approval, to issue shares
from time to time as may be required for proper business purposes, such as
raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
The proposed increase in the authorized number of shares of common stock
and preferred stock could have a number of effects on the Company's
stockholders depending upon the exact nature and circumstances of any actual
issuances of authorized but unissued shares. The increase could have an anti-
takeover effect, in that additional shares could be issued (within the limits
imposed by applicable law) in one or more transactions that could make a change
in control or takeover of the Company more difficult. For example, additional
shares could be issued by the Company so as to dilute the stock ownership or
voting rights of persons seeking to obtain control of the Company, even if the
persons seeking to obtain control of the Company offer an above-market premium
that is favored by a majority of the independent stockholders. Similarly, the
issuance of additional shares to certain persons allied with the Company's
management could have the effect of making it more difficult to remove the
Company's current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal. The Company does not have any other
provisions in its certificate or incorporation, by-laws, employment agreements,
credit agreements or any other documents that have material anti-takeover
consequences. Additionally, the Company has no plans or proposals to adopt
other provisions or enter into other arrangements, except as disclosed below,
that may have material anti-takeover consequences. The Board of Directors is
not aware of any attempt, or contemplated attempt, to acquire control of the
Company, and this proposal is not being presented with the intent that it be
utilized as a type of anti-takeover device.
There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of Common Stock which are proposed to
be authorized. In addition, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
preferred stock which are proposed to be authorized.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON
STOCK AND BLANK CHECK PREFERRED STOCK.
11
PROPOSAL 3: REVERSE STOCK SPLIT
The Board of Directors has unanimously adopted a resolution approving,
declaring advisable and recommending to the stockholders for their approval an
amendment to our certificate of incorporation to effect a reverse stock split
of outstanding shares of common stock at a ratio of either one-for-two, one-
for-five, one-for-ten, or one-for-twenty, as determined at the discretion of
the Board of Directors to be in the best interests of the Company and its
stockholders. The Board of Directors believes that approval of a range of
reverse split ratios, rather than approval of a specific reverse split ratio,
provides the Board of Directors with maximum flexibility to achieve the
purposes of the reverse stock split.
The reverse stock split will be affected by filing an amendment to our
certificate of incorporation with the State of Delaware. The certificate of
amendment will effect a reverse stock split of the shares by reducing the
number of issued and outstanding shares of common stock by the ratio determined
by the board of directors to be in the best interests of the Company and its
stockholders, but will not change the number of authorized shares of common
stock or preferred stock or the par value of the common stock or preferred
stock. A copy of the proposed amendment to our certificate of incorporation
effecting the one-for-two, one-for-five, one-for-ten, or one-for-twenty reverse
stock split is attached at the back of this proxy statement as Exhibit 1.
REASONS FOR BOARD RECOMMENDATION
If the board of directors otherwise determines that a reverse stock split
is in our best interests or in the best interests of our stockholders, we would
like the authority to proceed with a reverse stock split without further
authorization of our stockholders.
The Board of Directors is recommending that you empower the Board of
Directors to effectuate, in the Board of Directors' discretion, the reverse
stock split within the foregoing ratios for the following reasons:
- Because the Board of Directors believes a higher stock price may help
generate investor interest in the Company and help the Company attract and
retain employees and other service providers.
The Board of Directors believes that a higher stock price would help the
Company attract and retain employees and other service providers. The Board of
Directors believes that some potential employees and service providers are less
likely to work for a company with a low stock price, regardless of the size of
the company's market capitalization. If the reverse stock split successfully
increases the per share price of our common stock, the Board of Directors
believes this increase will enhance our ability to attract and retain employees
and service providers. Further, in deciding at what ratio to effectuate the
reverse stock split, the Board of Directors will consider that our common stock
may not appeal to brokerage firms that are reluctant to recommend lower priced
securities to their clients. Investors may also be dissuaded from purchasing
lower priced stocks because the brokerage commissions, as a percentage of the
total transaction, tend to be higher for such stocks. Moreover, the analysts at
many brokerage firms do not monitor the trading activity or otherwise provide
coverage of lower priced stocks. Most investment funds are reluctant to invest
in lower priced stocks.
The increase in the number of authorized but unissued shares of common
stock would enable the Company, without further stockholder approval, to issue
shares from time to time as may be required for proper business purposes, such
as raising additional capital for ongoing operations, acquisitions of
businesses and assets, stock splits and dividends, present and future employee
benefit programs and other corporate purposes. There are currently no plans,
proposals or arrangements by the Company to use the additional authorized
shares of common stock for the purpose of acquisitions of businesses and
assets. In addition, the Board of Directors believes that having additional
authorized but unissued shares of common stock through the effectuation of the
reverse stock split could have a number of effects on the Company's
stockholders depending upon the exact nature and circumstances of any actual
issuances of authorized but unissued shares. The increase could have an anti-
takeover effect, in that additional shares could be issued (within the limits
imposed by applicable law) in one or more transactions that could make a change
in control or takeover of the Company more difficult. For example, additional
shares could be issued by the Company so as to dilute the stock ownership or
voting rights of persons seeking to obtain control of the Company. Similarly,
the issuance of additional shares to certain persons allied with the Company's
management could have the effect of making it more difficult to remove the
Company's current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal. The Board of Directors is not aware
of any attempt, or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be utilized as a
type of anti-takeover device.
There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of Common Stock which are proposed to
be authorized.
POTENTIAL DISADVANTAGES TO THE REVERSE STOCK SPLIT
REDUCED MARKET CAPITALIZATION. As noted above, the principal purpose of
the reverse stock split would be to help maintain the price of our common stock
at a higher level. We cannot assure you that the reverse stock split will
accomplish this objective. While we expect that the reduction in our
outstanding shares of common stock will increase the market price of our common
stock, we cannot assure you that the reverse stock split will increase the
market price of our common stock by a multiple equal to the number of pre-split
shares in the reverse split ratio determined by the board of directors, which
will be either 2, 5, 10 or 20, or result in any permanent increase in the
market price, which can be dependent upon many factors, including our business
and financial performance and prospects. Should the market price decline after
the reverse stock split, the percentage decline may be greater, due to the
smaller number of shares outstanding, than it would have been prior to the
reverse stock split. In some cases the stock price of companies that have
effected reverse stock splits has subsequently declined back to pre-reverse
split levels. Accordingly, we cannot assure you that the market price of our
common stock immediately after the effective date of the proposed reverse stock
split will be maintained for any period of time or that the ratio of post and
pre-split shares will remain the same after the reverse stock split is
effected, or that the reverse stock split will not have an adverse effect on
our stock price due to the reduced number of shares outstanding after the
reverse stock split. A reverse stock split is often viewed negatively by the
market and, consequently, can lead to a decrease in our overall market
capitalization. If the per share price does not increase proportionately as a
result of the reverse stock split, then our overall market capitalization will
be reduced.
INCREASED TRANSACTION COSTS. The number of shares held by each individual
stockholder will be reduced if the reverse stock split is implemented. This
will increase the number of stockholders who hold less than a "round lot," or
100 shares. Typically, the transaction costs to stockholders selling "odd lots"
are higher on a per share basis. Consequently, the reverse stock split could
increase the transaction costs to existing stockholders in the event they wish
to sell all or a portion of their position.
LIQUIDITY. Although the board believes that the decrease in the number of
shares of our common stock outstanding as a consequence of the reverse stock
split and the anticipated increase in the price of our common stock could
encourage interest in our common stock and possibly promote greater liquidity
for our stockholders, such liquidity could also be adversely affected by the
reduced number of shares outstanding after the reverse stock split.
AUTHORIZED SHARES; FUTURE FINANCINGS. Upon effectiveness of such a 1-for-
2, 1-for-5, 1-for-10 or 1-for-20 reverse stock split, the number of authorized
shares of common stock that are not issued or outstanding, as of October 20,
2006, would increase from approximately * shares to approximately *, *, * and *
shares, respectively. As a result, we will have an increased number of
authorized but unissued shares of common stock. Authorized but unissued shares
will be available for issuance, and we may issue such shares in financings or
otherwise. If we issue additional shares, the ownership interests of our
current stockholders may be diluted.
EFFECT ON FRACTIONAL SHARES
A reverse stock split would result in some stockholders owning a
fractional share of common stock. For example, if a 1-for-10 reverse stock
split were to be implemented, the shares owned by a stockholder with 112 shares
would be converted into 11.2 shares. In lieu of issuing fractional shares, the
Company will issue to any shareholder who otherwise would have been entitled to
receive a fractional share as a result of the reverse split an additional full
share of its common stock.
EFFECT OF REVERSE STOCK SPLIT ON OPTIONS
The number of shares subject to outstanding options to purchase shares of
our common stock also would automatically be reduced in the same ratio as the
reduction in the outstanding shares. Correspondingly, the per share exercise
price of those options will be increased in direct proportion to the reverse
stock split ratio, so that the aggregate dollar amount payable for the purchase
of the shares subject to the options will remain unchanged. For example, a 1-
for-10 reverse stock split is implemented and that an optionee holds options to
purchase 1,000 shares at an exercise price of $0.66 per share. On the
effectiveness of the 1-for-10 reverse stock split, the number of shares subject
to that option would be reduced to 100 shares and the exercise price would be
proportionately increased to $6.60 per share.
EFFECT OF REVERSE STOCK SPLIT ON WARRANTS
The agreements governing the outstanding warrants to purchase shares of
our common stock include provisions requiring adjustments to both the number of
shares issuable upon exercise of such warrants, and the exercise prices of such
warrants, in the event of a reverse stock split. For example, assume that a 1-
for-10 reverse stock split is implemented and a warrant holder holds a warrant
to purchase 10,000 shares of our common stock at an exercise price of $.75 per
share. On the effectiveness of the reverse stock split, the number of shares
subject to that warrant would be reduced to 1,000 shares and the exercise price
would be proportionately increased to $7.50 per share.
GOING PRIVATE EFFECT
The Company currently has over 3,200 shareholders of record and there are
no holders with an ownership position in the Company less than 20 shares.
Assuming a 1-for-20 reverse split is implemented by the Board of Directors, the
holders with the smallest ownership position in the Company will own more than
1 share of the Company's common stock. Accordingly, the reverse stock split
will not have a "going private" effect on the Company, nor is it the intent of
the Company or the Board to take the Company private through the effectuation
of the reverse split.
IMPLEMENTATION AND EFFECT OF THE REVERSE STOCK SPLIT
If approved by our stockholders at the annual meeting, and if a majority
of our board of directors determines that effecting a reverse stock split at
either a 1-for-2, 1-for-5, 1-for-10 or 1-for-20 ratio is in our best interests
and the best interests of our stockholders, following such determinations, the
board will effect the reverse stock split by directing management to file the
certificate of amendment with the Delaware Secretary of State at such time as
the board has determined is the appropriate effective time for the reverse
stock split. The reverse stock split will become effective at the time
specified in the certificate of amendment after the filing of the amendment
with the Delaware Secretary of State, which we refer to as the "effective
time".
We estimate that, following the reverse stock split, we would have
approximately the same number of stockholders and the completion of the reverse
stock split would not affect any stockholder's proportionate equity interest in
our company. By way of example, a stockholder who owns a number of shares that
prior to the reverse stock split represented one-half of a percent of the
outstanding shares of the company would continue to own one-half of a percent
of our outstanding shares after the reverse stock split. The reverse stock
split also will not affect the number of shares of common stock that our board
of directors is authorized to issue under our certificate of incorporation.
However, it will have the effect of increasing the number of shares available
for future issuance because of the reduction in the number of shares that will
be outstanding after giving effect to the reverse stock split.
EXCHANGE OF STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES
EXCHANGE OF STOCK CERTIFICATES. Promptly after such an effective time,
you would be notified that the reverse stock split has been effected and the
applicable ratio. Our stock transfer agent, Continental Stock Transfer & Trust
Company, whom we refer to as the "exchange agent", would implement the exchange
of stock certificates representing outstanding shares of common stock. You
would be asked to surrender to the exchange agent certificates representing
your pre-split shares in exchange for certificates representing your post-split
shares in accordance with the procedures to be set forth in a letter of
transmittal which we would send to you. You would not receive a new stock
certificate representing your post-split shares until you surrender your
outstanding certificate(s) representing your pre-split shares, together with
the properly completed and executed letter of transmittal to the exchange
agent. We would not issue scrip or fractional shares, or certificates for
fractional shares, in connection with the reverse stock split. Should you be
entitled to receive fractional shares because you hold a number of shares not
evenly divisible by the relevant reverse split number selected by our board of
directors (which will be either eight or ten), you will be entitled, upon
surrender to the exchange agent of certificates representing such shares, to
receive an additional full share of common stock.
IF THIS REVERSE SPLIT WERE TO BE EFFECTED, PLEASE DO NOT DESTROY ANY STOCK
CERTIFICATE OR SUBMIT ANY OF YOUR CERTIFICATES UNTIL YOU ARE REQUESTED TO DO
SO.
EFFECT OF FAILURE TO EXCHANGE STOCK CERTIFICATES. Upon the filing of the
amendment to our certificate of incorporation with the Delaware Secretary of
State, each certificate representing shares of our common stock outstanding
prior to the that time would, until surrendered and exchanged as described
above, be deemed, for all corporate purposes, to evidence ownership of the
whole number of shares of our common stock. However, a holder of such
unexchanged certificates would not be entitled to receive any dividends or
other distributions payable by us after the effective date, until the old
certificates have been surrendered. Such dividends and distributions, if any,
would be accumulated, and at the time of surrender of the old certificates, all
such unpaid dividends or distributions will be paid without interest.
NO APPRAISALS RIGHTS
Under the Delaware General Corporation Law and our certificate of
incorporation and bylaws, you are not entitled to appraisal rights with respect
to the reverse stock split.
FEDERAL INCOME TAX CONSEQUENCES
The following description of the material federal income tax consequences
of the reverse stock split is based on the Internal Revenue Code, applicable
Treasury Regulations promulgated under the Code, judicial authority and current
administrative rulings and practices as in effect on the date of this proxy
statement. Changes to the laws could alter the tax consequences described
below, possibly with retroactive effect. We have not sought and will not seek
an opinion of counsel or a ruling from the Internal Revenue Service regarding
the federal income tax consequences of any of the proposed reverse stock
splits. This discussion is for general information only and does not discuss
the tax consequences that may apply to special classes of taxpayers (e.g., non-
resident aliens, broker/dealers or insurance companies). The state and local
tax consequences of the reverse stock split may vary significantly as to each
stockholder, depending upon the jurisdiction in which such stockholder resides.
We urge stockholders to consult their own tax advisors to determine the
particular consequences to them.
We believe that because the reverse stock split is not part of a plan to
increase periodically a stockholder's proportionate interest in our assets or
earnings and profits, the reverse stock split will likely have the following
federal income tax effects.
A stockholder who receives solely a reduced number of shares of our
common stock will not recognize gain or loss. In the aggregate, such a
stockholder's basis in the reduced number of shares of our common stock will
equal the stockholder's basis in its old shares of common stock and the holding
period of the common stock received after the reverse stock split will include
the holding period of the common stock held prior to the reverse stock split
exchanged therefore.
We will not recognize any gain or loss as a result of the reverse stock
split.
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 3:
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE REVERSE STOCK SPLIT.
FORM 10-KSB AND FORM 10-QSB
OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2005 TOGETHER WITH OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2006, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSIONPURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IS BEING
DELIVERED TO YOU WITH THIS PROXY STATEMENT. IN ADDITION, UPON ORAL OR WRITTEN
REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING, ADDRESSED TO US,
ATTENTION: SECRETARY, VALCOM, INC 920 SOUTH COMMERCE STREET, LAS VEGAS, NEVADA
89106, WE WILL PROVIDE WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT AND
QUARTERLY REPORT WITHIN ONE (1) BUSINESS DAY OF THE COMPANY'S RECIEPT OF SUCH
REQUEST. THE ANNUAL REPORT AND QUARTERLY REPORT ARE INCORPORATED IN THIS PROXY
STATEMENT. YOU ARE ENCOURAGED TO REVIEW THE ANNUAL REPORT AND QUARTERLY REPORT
TOGETHER WITH SUBSEQUENT INFORMATION FILED BY THE COMPANY WITH THE SEC AND
OTHER PUBLICLY AVAILABLE INFORMATION.
COMMUNICATIONS WITH STOCKHOLDERS
Anyone who has a concern about our conduct, including accounting, internal
accounting controls or audit matters, may communicate directly with our Chief
Executive Officer or our non-management directors. Such communications may be
confidential or anonymous, and may be submitted in writing addressed care of
Sandy Markham, Corporate Secretary, ValCom, Inc., 920 South Commerce Street,
Las Vegas, Nevada 89106. All such concerns will be forwarded to the appropriate
directors for their review, and will be simultaneously reviewed and addressed
by the proper executive officers in the same way that other concerns are
addressed by us.
DEADLINE FOR FUTURE PROPOSALS OF STOCKHOLDERS
Proposals that a stockholder desires to have included in our proxy
materials for our 2007 Annual Meeting of Stockholders must comply with the
applicable rules and regulations of the Securities and Exchange Commission,
including that any such proposal must be received by our Secretary at our
principal office no later than *, 2007. It is suggested that such proposals be
sent by Certified Mail, Return Receipt Requested. Our By-laws require a
stockholder to give advance notice of any business, including the nomination of
candidates for the Board of Directors, which the stockholder wishes to bring
before a meeting of our stockholders. In general, for business to be brought
before an annual meeting by a stockholder, written notice of the stockholder
proposal or nomination must be received by our Secretary not more than 180 days
prior to the anniversary of the preceding year's annual meeting. With respect
to stockholder proposals, the stockholder's notice to our Secretary must
contain a brief description of the business to be brought before the meeting
and the reasons for conducting such business at the meeting, as well as other
information set forth in our By-laws or required by law. With respect to the
nomination of a candidate for the Board of Directors by a stockholder, the
stockholder's notice to our Secretary must contain certain information set
forth in our By-laws about both the nominee and the stockholder making the
nominations. If a stockholder desires to have a proposal included in our proxy
materials for our 2006 Annual Meeting of Stockholders and desires to have such
proposal brought before the same annual meeting, the stockholder must comply
with both sets of procedures described in this paragraph. Any required written
notices should be sent to ValCom, Inc., 920 South Commerce Street, Las Vegas,
Nevada 89106 Attn: Secretary.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
We know of no other matters to be presented at the Annual Meeting, but if
any other matters should properly come before the meeting, it is intended that
the persons named in the accompanying form of proxy will vote the same in
accordance with their best judgment and their discretion, and authority to do
so is included in the proxy.
12
SOLICITATION OF PROXIES
The expense of this solicitation of proxies will be borne by us.
Solicitations will be made only by use of the mail except that, if deemed
desirable, our officers and regular employees may solicit proxies by telephone,
telegraph or personal calls. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting material to the
beneficial owners of the stock held of record by such persons and we will
reimburse them for their reasonable expenses incurred in this effort.
BY ORDER OF THE BOARD OF DIRECTORS
VINCENT VELLARDITA
----------------------------------
Chairman of the Board of Directors
13
EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
VALCOM, INC.
The undersigned, being the Chief Executive Officer and Secretary of
VALCOM, INC., a corporation existing under the laws of the State of Delaware,
do hereby certify under the seal of the said corporation as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by
replacing Article FOURTH, it its entirety, with the following:
"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"), the Corporation is authorized to issue
two classes of stock to de designated, respectively,
preferred stock ("Preferred Stock") and common stock
("Common Stock"). The total number of shares of stock that
the Corporation is authorized to issue is two hundred
seventh five million (275,000,000). The total number of
shares of Common Stock the Corporation shall have the
authority to issue is two hundred fifty million
(250,000,000). The total number of shares of Preferred
Stock the Corporation shall have the authority to issue is
twenty five million (25,000,000). The Common Stock shall
have a par value of $0.001 per share and the Preferred
Stock shall have a par value of $0.001 per share. The
Preferred Stock, or any series thereof, shall have such
designations, preferences and relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof as shall be expressed
in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors and may be
made dependent upon facts ascertainable outside such
resolution or resolutions of the Board of Directors,
provided that the matter in which such facts shall operate
upon such designations, preferences, rights and
qualifications, limitations or restrictions of such class
or series of stock is clearly and expressly set forth in
the resolution or resolutions providing for the issuance of
such stock by the Board of Directors."
"Upon the filing and effectiveness (the "Effective Time")
of this Certificate of Amendment with the Delaware
Secretary of State, every [two/five/ten/twenty] outstanding
shares of Common Stock shall without further action by this
Corporation or the holder thereof be combined into and
automatically become one share of Common Stock. The number
of authorized shares of Common Stock of the Corporation and
the par value of the Common Stock shall remain as set forth
in this Certificate of Incorporation, as amended. No
fractional share shall be issued in connection with the
foregoing combination. All fractional shares shall be
rounded up to the next whole number of shares. The capital
of the Corporation will not be reduced under or by reason
of any amendment herein certified."
2. The amendment of the certificate of incorporation herein certified
has been duly adopted by the unanimous written consent of the Corporation's
Board of Directors and a majority of the Corporation's stockholders in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by Vincent Vellardita,
its Chief Executive Officer, and Sandy Markham, its Secretary, this __ th day
of _______________________, 2006.
VALCOM, INC.
By: /s/ Vincent Vellardita
-----------------------
Vincent Vellardita
Chief Executive Officer
By: /s/ Sandy Markham
-----------------
Sandy Markham,
Secretary
ANNUAL MEETING OF STOCKHOLDERS OF
[LOGO TO COME]
VALCOM, INC.
November 20, 2006
-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
VALCOM, INC.
The undersigned appoints Vincent Vellardita and Sandy Markham, each as proxies,
with the power to appoint his or her substitute, and authorizes each of them to
represent and to vote, as designated on the reverse side hereof, all shares of
Common Stock of ValCom, Inc., held of record by the undersigned at the close of
business on October 20, 2006, at the Annual Meeting of Stockholders to be
tentatively held at our principal executive offices located at 920 South
Commerce Street, Las Vegas, Nevada 89106, on Monday, November 20, 2006
beginning at 10:00 a.m., and at any adjournment thereof. Any and all proxies
heretofore given are hereby revoked.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --
PROXY
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
1. ELECTION OF DIRECTORS: FOR WITHHOLD
AUTHORITY
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW) [ ] [ ]
Nominees are: Vincent Vellardita, Richard Shintaku and Ian Adlington
2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE FOR AGAINST ABSTAIN
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO
250,000,000 SHARES, AND THE NUMBER OF AUTHORIZED SHARES OF "BLANK CHECK"
PREFERRED STOCK FROM 10,000,000 TO 25,000,000 SHARES. [ ] [ ] [ ]
3. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE FOR AGAINST ABSTAIN
THE NUMBER OF AUTHORIZED SHARES OF "BLANK CHECK" PREFERRED STOCK FROM
10,000,000 TO 25,000,000 SHARES. [ ] [ ] [ ]
4. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT FOR AGAINST ABSTAIN
A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON
STOCK AT A RATIO OF EITHER ONE-FOR-TWO, ONE-FOR-FIVE, ONE-FOR-TEN OR ONE-
FOR-TWENTY, AS DETERMINED AT THE DISCRETION OF THE BOARD OF DIRECTORS TO BE
IN THE BEST INTERESTS OF THE COMPANY WITHOUT FURTHER APPROVAL FROM
STOCKHOLDERS. [ ] [ ] [ ]
5. In their discretion, the proxies are authorized to vote on such other FOR AGAINST
business as may properly come before the meeting on such matters that are
known, a reasonable time prior to the solicitation of proxies, to be
presented at the meeting. * [ ] [ ]
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature: ________________Signature: ________________Date: ___________________
* IF ANY MATTER IS VOTED UPON BY THE PROXIES IN THEIR DISCRETION ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE PROXIES INTEND TO VOTE IN
FAVOR OF SUCH PROPOSAL(S).
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized persons.