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): December 22, 2009
VALCOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28416 58-1700840
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR (IDENTIFICATION NO.)
ORGANIZATION)
2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785
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(Address of principal executive offices and zip code)
(727) 953-9778
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(Registrant's telephone number, including area code)
Copies to:
Joseph L. Pittera, Esq.
Law Offices of Joseph L. Pittera
2214 Torrance Boulevard, Suite 101
Torrance, California 90501
Phone: (310) 328-3588
Fax: (310) 328-3063
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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 22, 2009, Valcom, Inc. (the "Company") and His Highness M.N. Al
Sheikh entered into an Agreement to make him a shareholder in the Company. His
Highness introduced the Company to Thrassou Capital, in which he is a majority
shareholder. Thrassou Capital will provide Valcom with a $2,000,000
convertible note at 6% interest and a strike price of $1.50 per share. The
Agreement is to last three years. His Highness will also work to introduce
Valcom to global citizens and high wealth investors throughout the world. This
agreement will make His Highness M.N. Al Sheikh, the largest shareholder in
Valcom, with a commitment of taking up to 20 million shares of the Company
treasury. The Company has also offered an option to Thrassou Capital, to
purchase a further 5,000,000 common shares at a strike price of $0.25 per share
for a period of 5 years, which would cause His Highness M.N. Al Sheikh to
be the beneficial owner of 25% of the Company's common stock on a fully-
diluted basis for an aggregate purchase price of $2,000,0000 (the
"Transaction"). Pursuant to the terms of the Agreement, the Transaction is
able to occur in multiple tranches.
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended, for the private placement of the above-
referenced securities pursuant to Section 4(2) of the Act and/or Regulation D
promulgated thereunder since, among other things, the transaction did not
involve a public offering, the investors were accredited investors, the
investors had access to information about us and their investment, the
investors took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
None
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.
By: /s/ Vince Vellardita
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Vince Vellardita
Chief Executive Officer
Date: December 21, 200
