UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 5, 2008
VALCOM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28416 58-1700840
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2113A Gulf Boulevard, Indian Rocks Beach, FL 33785
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(Address of Principal executive offices) (Zip Code)
(727) 953-9778
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(Registrant's telephone number)
2525 North Naomi Street, Burbank, California 91504
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(Former address of principal executive offices) (zip code)
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.03. BANKRUPTCY OR RECEIVERSHIP.
On August 5, 2008, the United States Bankruptcy Court for the Central
District of California entered an Order Confirming Second Amended Plan of
Reorganization under Chapter 11 of the Bankruptcy Code (the "Plan") of Valcom,
Inc. (the "Company"). The Plan classifies claims and interest in various
Classes according to their right to priority of payments as provided in the
United States Bankruptcy Code, 11 U.S.C.{section} 101 et seq. (the "Bankruptcy
Code"). The Plan provides that upon payment of all obligations pursuant to the
Plan, the Company shall be discharged of liability for payment of debts, claims
and liabilities incurred before confirmation of the Plan, to the extent
specified in {section}1141 of the Bankruptcy Code.
The Plan provides for the treatment of each Class, and for the cash
payments that each Class of creditors will receive (and for the existing equity
interests and rights that equity security holders will retain) under the Plan.
The effective date of the Plan is contemplated to be on or about August 15,
2008 (the "Effective Date").
The Company plans to fund the Plan through cash on hand and accumulated
by the Effective Date to pay off the allowed Priority Unsecured Tax claims of
potentially $191,164.05, and the first month's payment of approximately $17,000
plus interest to its non-priority unsecured creditors. The Company has on hand
approximately $170,000 and estimates that it will have almost $300,000
available for disbursement on the Effective Date.
The Company has entered into numerous contracts in order to assure a
steady rate of business-generated cash flow and funding of the Company through
the full and complete consummation of the Plan. The Company has obtained
contracts with Shop Television Network worth $40,000 per month, film library
sales of its A.J. Time Travelers properties with Porchlight Productions
expected to bring in $450,000 in August 2008, and its World Wrestling
Legends/Hot Dish, PCH, and the Platters properties, worth $900,000. In
addition, the Company has secured another $272,000 in contracts, which are
expected to generate revenues prior to the Effective Date.
On the Effective Date, unexpired leases and executory contracts shall be
assumed as obligations of the reorganized Company. The Order of the Court
approving the Plan constitutes an order approving the assumption of each lease
and contract.
Within 120 days of the entry of the order confirming the Plan, the
Company will file a status report with the Court explaining what progress has
been made toward consummation of the confirmed Plan. The status report shall
be served on the United States Trustee, the twenty largest unsecured creditors,
and those parties who have requested notice. Further status reports shall be
filed every 120 days and served on the same entities until the Plan is fully
consummated.
The Company is authorized to issue 250 million shares of common stock and
25 million shares of preferred stock. The Company currently has approximately
12,000,000 shares issued and outstanding. All persons or entities holding
preferred or common stock in the Company are referred to in the Plan as
"Interest Holders". The pre-existing pre-petition equity ownership interests
and rights of all Interest Holders will be left intact and unimpaired. The
Company, pursuant to the terms of the Plan, is contemplating the issuance of
approximately 38,000,000 shares of common stock to insiders who are also debt
holders of the Company who have the pre-petition, pre-existing right to receive
equity for debt. Of the total amount of common shares contemplated to be
issued, a majority of the common shares are to be issued to insiders of the
Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTIONS.
Not applicable.
(D) EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
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2.1 Valcom, Inc.'s Second Amended Plan of Reorganization
99.1 Order Confirming Second Amended Plan of Reorganization under Chapter
11 of the Bankruptcy Code, entered August 5, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VALCOM, INC.
Date: August 13, 2008 By:/s/ Vince Vellardita
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Vince Vellardita, Chief Executive Officer