-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0BU0FGFdujbmabKaocQ/qjrgc+ghn9+h1pMVM2diFXq0dVQPRkOoBqV8jg/HrSe BLyIYCtW+wGNOsWKwGEUbA== 0000910680-98-000062.txt : 19980211 0000910680-98-000062.hdr.sgml : 19980211 ACCESSION NUMBER: 0000910680-98-000062 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980210 EFFECTIVENESS DATE: 19980210 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES INC CENTRAL INDEX KEY: 0000103872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 135658129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45903 FILM NUMBER: 98526635 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 S-8 1 TO REGISTER 250,000 SHARES OF COMMON ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ VOLT INFORMATION SCIENCES, INC. (Exact name of registrant as specified in its charter) NEW YORK 13-5658129 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020-1579 (Address of Principal Executive Offices) (Zip Code) VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN (Full title of the plan) Howard B. Weinreich, Esq. Volt Information Sciences, Inc. 1221 Avenue of the Americas New York, New York 10020-1579 (Name and address of agent for service) (212) 704-2400 (Telephone number, including area code, of agent for service) With a copy to: Richard A. Rubin, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, NY 10036 (212) 704-6130 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this registration statement. CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering aggregate registration to be registered registered(1) price per share offering price fee(2) - -------------------------------------------------------------------------------------------- Common Stock, par 250,000 $44.3125 $11,078,125 $3,268.05 value $.10 per share - --------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Volt Information Sciences, Inc. Savings Plan. (2) Calculated pursuant to Rule 457(c) and (h) based on the average of the high and low sales prices of the Company's Common Stock as reported in the consolidated reporting system on February 3, 1998. ================================================================================ PART I The documents constituting Part I of this Registration Statement will be sent or given to participants in the Volt Information Sciences, Inc. Savings Plan (the "Plan") as provided by Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Securities and Exchange Commission (File No. 1-9232) pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1997, (b) the Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1996 and (c) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed on August 7, 1986 under the 1934 Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The New York Business Corporation Law ("NYBCL") in general permits a New York corporation to indemnify any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that he or she was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against any judgment, fines, amounts paid in settlement and reasonable expenses, including attorney's fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith, for a purpose he or she reasonably believed to be in, or, in the case of service for another entity, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition had no reasonable cause to believe that his or her conduct was unlawful. The NYBCL generally permits a corporation to grant other rights to indemnification through its certificate of incorporation or by-laws, or by resolution of shareholders or directors or by agreement to corporate officers and directors except in instances where a judgment or other final adjudication adverse to the officer or director establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) the officer or director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The Company's Restated Certificate of Incorporation permits the Company to indemnify any officer, director or other person to the fullest extent from time to time permitted by law, and provides that, to the extent consistent therewith, the Company shall indemnify or advance expenses to any officer, director or other person to the fullest extent required by or pursuant to any present or future by-law of the Company, agreement approved by the Board of Directors, or resolution of shareholders or directors. In general, the Company's By-Laws provide that the Company shall indemnify each corporate officer and director (as well as any person serving another entity, trust or employee benefit plan in any capacity at the Company's request) against judgments, fines, amounts paid in settlement and reasonable expenses incurred in connection with the defense or as a result of any threatened, pending or completed action, suit or proceeding (including civil, criminal, administrative or investigative and actions by or in the right of the Company or other entity, trust or employee benefit plan) to which the person seeking indemnification is made or threatened to be made a party by virtue of serving in any of those capacities, except in instances where the NYBCL prohibits indemnification. In addition, the Company's Restated Certificate of Incorporation provides that directors shall not be liable to the Company or its shareholders for damages for any breach of duty as a director, except for liability a director may have for any act or omission prior to the effectiveness of the Restated Certificate of Incorporation or if a judgment or other final adjudication adverse to the director establishes that: (i) the director's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law; (ii) the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled; or (iii) the director's acts violated NYBCL Section 719 (which imposes liability on transactions when contrary to NYBCL provisions). This provision also provides that if the Company may by law be permitted to further eliminate or limit the personal liability of directors, then the liability of a director shall, at such time, automatically be further eliminated or limited to the fullest extent permitted by law. As permitted by New York law, the Company maintains certain insurance covering the Company's obligation to indemnify directors and officers and also covering director and officers individually, subject to certain limitations, in instances in which they may not otherwise be indemnified by the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description - ------ ----------- * 4.1 Restated Certificate of Incorporation of the Company, as filed with the Department of State of the State of New York on January 29, 1997. **4.2 Bylaws of the Company, as amended. +23.1 Consent of Ernst & Young LLP +24.1 Power of Attorney (see Page II-5 of this Registration Statement). - ----------------------- + Filed herewith. * Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended November 1, 1996 (File No. 1-9232). ** Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended October 31, 1997 (File No. 1-9232). The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K is not being filed because the shares of Common Stock being registered are not original issue shares. In addition, an Internal Revenue Service ("IRS") determination letter required under Item 601(b)(5)(ii)(B) of Regulation S-K is not being filed because the Registrant has included the undertaking contained in Paragraph D of Item 9 hereof. ITEM 9. UNDERTAKINGS (A) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (D) The Registrant has received all required determinations from the IRS that the Plan, as amended to date, is qualified under Section 401 of the Internal Revenue Code and hereby undertakes to submit any amendment to the Plan to the IRS which is required to be submitted in a timely manner and has made or will make all changes required by the IRS to qualify the Plan. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 9th day of February, 1998. VOLT INFORMATION SCIENCES, INC. By: /s/ William Shaw ------------------------------------- William Shaw, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Irwin B. Robins, James J. Groberg and Jack Egan and each of them with power of substitution, as his attorney-in-fact, in all capacities, to sign any amendments to this registration statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-facts or their substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ William Shaw Chairman of the Board, President February 9, 1998 - ------------------------ (Chief Executive Officer) and William Shaw Director /s/ James J. Groberg Senior Vice President February 9, 1998 - ------------------------ (Principal Financial Officer) James J. Groberg and Director /s Jack Egan Vice President, Corporate February 9, 1998 - ------------------------ (Principal Accounting Officer) Jack Egan Accounting /s/ Jerome Shaw Director February 9, 1998 - ------------------------ Jerome Shaw /s/ Irwin B. Robins Director February 9, 1998 - ------------------------ Irwin B. Robins Director February _, 1998 - ------------------------ Mark N. Kaplan Director February _, 1998 - ------------------------ John R. Torrell, III THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the administrators of the Volt Information Sciences, Inc. Savings Plan have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on February 9, 1998. VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN By: /s/ James J. Groberg --------------------------------- James J. Groberg, Member of the Administrative Committee EXHIBIT INDEX Exhibit Number Description *4.1 Restated Certificate of Incorporation of the Company, as filed with the Department of State of the State of New York on January 29, 1997. **4.2 Bylaws of the Company, as amended. +23.1 Consent of Ernst & Young LLP +24.1 Power of Attorney (see Page II-5 of this Registration Statement). - ----------------------- + Filed herewith. * Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended November 1, 1996 (File No. 1-9232). ** Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended October 31, 1997 (File No. 1-9232). EX-23 2 EX.23.1 - CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Volt Information Sciences, Inc. Savings Plan of Volt Information Sciences, Inc. of our reports (a) dated December 17, 1997, with respect to the consolidated financial statements and schedule of Volt Information Sciences, Inc. and subsidiaries included in its Annual Report on Form 10-K for the year ended October 31, 1997, filed with the Securities and Exchange Commission and (b) dated June 4, 1997, with respect to the financial statements and schedules of the Volt Information Sciences, Inc. Savings Plan included in the Plan's Annual Report on Form 11-K for the year ended December 31, 1996, filed with the Securities and Exchange Commission.. /s/ ERNST & YOUNG LLP February 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----