-----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, DP33yTiSjzntUxIEDVrWtncraF9qVjE4fUvzJyQXfQvOrlepoCVlwQizuq4HK5WR SAHNj56boSRKHCIqsWh6Yg== 0000910680-04-000275.txt : 20040225 0000910680-04-000275.hdr.sgml : 20040225 20040225171017 ACCESSION NUMBER: 0000910680-04-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040224 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040225 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 04628227 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 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 8-K 1 f8k022404.txt CURRENT REPORT 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): February 24, 2004 VOLT INFORMATION SCIENCES, INC ------------------------------ (Exact Name of Registrant as Specified in Its Charter) New York 1-9232 13-5658129 -------- ------ ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 560 Lexington Avenue, New York, New York 10022 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (212) 704-2400 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On February 24, 2004, the Company issued a press release announcing that Theresa A. Havell was nominated to stand for election to the Company's Board of Directors. The press release also stated that the each of Jerome Shaw, Irwin Roberts and James Groberg had declined to stand for re-election as directors of the Company and that the Board of Directors had voted to reduce the size of the Board to seven members from its current size of nine members. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99.1 Volt Information Sciences, Inc. Press Release dated February 24, 2004. S I G N A T U R E ----------------- 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. VOLT INFORMATION SCIENCES, INC. Date: February 25, 2004 By: /s/ James J. Groberg --------------------------------------- James J. Groberg, Senior Vice President -2- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Volt Information Sciences, Inc. Press Release dated February 24, 2004. -3- EX-99 3 ex99_1022404.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: JAMES J. GROBERG AND RON KOCHMAN VOLT INFORMATION SCIENCES, INC. (212) 704-2400 VOLTINVEST@VOLT.COM VOLT INFORMATION SCIENCES NOMINATES THERESA HAVELL TO BOARD OF DIRECTORS New York, NY, February 24, 2004 -- Volt Information Sciences, Inc. (NYSE: VOL) announced today that Theresa Ann Havell has been nominated to stand for election to its Board of Directors at the Company's annual meeting of shareholders to be held on April 9, 2004. Ms. Havell is President and Chief Investment Officer of Havell Capital Management, an investment management firm utilizing proprietary risk management technology to maximize fixed income returns and was a former partner of Neuberger and Berman. William Shaw, President and Chairman of the Board of Volt Information Sciences, stated "Ms. Havell will bring a wealth of business experience to our Board, and I believe her financial expertise will contribute greatly to our Company. I wholeheartedly endorse the recommendation of our Board and I congratulate them on their choice. I am sure the shareholders of the Company will support her election." In other governance related actions the Board of Directors of Volt voted to reduce its size to seven members from its current composition of nine, and announced that Jerome Shaw, Irwin Robins, and James Groberg will not stand for re-election as directors and have withdrawn their names from Board consideration. Mr. William Shaw commented, "Words cannot describe the dedication and creativity contributed by Jerry, Win and Jim during their years of service on the Board. Their support has been instrumental in the growth and success of our Company. Their stepping down from the Board to comply with the requirements of Sarbanes Oxley is a reflection of their commitment to Volt, and we will continue to rely on the contributions of Jerry and Jim, as Corporate Officers, and of Win, as a trusted advisor, in the development and implementation of Volt's business plans for the future." Volt Information Sciences, Inc. is a leading national provider of Staffing Services and Telecommunications and Information Solutions for its Fortune 100 customer base. Operating through a network of over 300 Volt Services Group branch offices, the Staffing Services segment fulfills IT and other technical, commercial and industrial placement requirements of its customers, on both a temporary and permanent basis. The Telecommunications and Information Solutions businesses provide complete telephone directory production and directory publishing; a full spectrum of telecommunications construction, installation and engineering services; and advanced information and operator services systems for telephone companies. For additional information, please visit the Volt Information Sciences, Inc., web site at http://www.volt.com. This press release contains forward-looking statements which are subject to a number of known and unknown risks, including general economic, competitive and other business conditions, the degree and timing of customer utilization and the rate of renewals of contracts with the Company, that could cause actual results, performance and achievements to differ materially from those described or implied in the forward-looking statements. Information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Company reports filed with the Securities and Exchange Commission. Copies of the Company's latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission and the New York Stock Exchange, are available without charge upon request to Volt Information Sciences, Inc., 560 Lexington Avenue, New York, New York 10022, 212-704-2400, Attention: Shareholder Relations. These and other SEC filings by the Company are also available to the public over the Internet at the SEC's website at http://www.sec.gov and at the Company's website at http://www.volt.com in the Investor Information section. -----END PRIVACY-ENHANCED MESSAGE-----