Paul Korda . com - The Web Home of Paul Korda, singer, musician & song-writer.

International Entertainment News

Thursday, April 12, 2012

Special Meeting of ValCom, Inc.

Special Meeting of ValCom, Inc.

NEW YORK, April 12, 2012 /PRNewswire/ -- ValCom, Inc. (Pink Sheets:VLCO) has announced the April 12, 2012 special meeting of the shareholders has been adjourned. The Notice of Adjournment is appended below.

Tim Harrington, Chief Executive Officer of ValCom, Inc., and Patrick C. Willemsen, President and Chairman of the Board, pursuant to Article I Section 3 of the Company Bylaws, hereby adjourn the April 12, 2012 meeting of the stockholders until a future date and time to be determined.

The meeting is adjourned for the following reasons, constituting proper purpose, pursuant to Article I Section 3 of the Company Bylaws:


-- The Special Meeting was called by less than 10% of the holders of
outstanding capital stock of the Corporation entitled to vote, as
necessary pursuant to Article I Section 2 of Company Bylaws.
-- Of the fifteen "shareholders" who called the special meeting, only seven
appear on the official ValCom Shareholder List, provided by Company's
Stock Transfer Agent, Continental Stock and Transfer Company. The seven
shareholders who do appear on the list hold only 9,521,754 shares of
ValCom stock, not the 12,593,950 that they claim to own, and
significantly less than the 10% threshold amount required to call a
special shareholder meeting pursuant to Article I Section 2 of Company
Bylaws.
-- Before a shareholder vote can proceed, the Company must audit and
determine the total number of outstanding shares of ValCom. Pursuant to
the ValCom 10-Q for the period ending June 30, 2011, there were 178
million outstanding voting shares reported. According to the most recent
Shareholder List provided by the Company Stock Transfer Agent, there are
significantly more outstanding shares, and it is unknown how many of
these shares have voting rights and also which shares may have been
issued without proper authorization.
-- According to Article I Section 4 of the Company bylaws, each stockholder
entitled to vote at any meeting shall be given written notice of such
meeting. Not all shareholders of ValCom were given written notice of
this special meeting, and the meeting is therefore in violation of
Company Bylaws.
-- The special shareholder meeting is in violation of 17 C.F.R. subsection
240.14a-6(b), which requires copies of the proxy statement, form of
proxy, and all other soliciting materials to be filed with the
Securities Exchange Commission. Further, Article I Section 10(j) of the
Company Bylaws requires that all proxies comply with Section 14 of the
Securities Exchange Act, or the Rules and Regulations promulgated
thereunder.
Notice of the rescheduled meeting will be duly given pursuant to the Company Bylaws.

/s/Tim Harrington

________________________

Tim Harrington, CEO

/s/ Patrick C. Willemsen

________________________

Patrick C. Willemsen, President and Chairman of the Board

CONTACT: Silvana Costa Manning

(973) 588-7084

SOURCE ValCom, Inc.

ValCom, Inc.


-------
Profile: intent

0 Comments:

Post a Comment

<< Home