-----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, ITI4UIxPZ0ebhMskXbTofKwC4juQSaiuvE6ssMlj8WdiLM+uL5LJ+LnA5TKJ+VZH Vpmgwx0n75EXFiT7zOKgug== 0000910680-06-000067.txt : 20060206 0000910680-06-000067.hdr.sgml : 20060206 20060206165609 ACCESSION NUMBER: 0000910680-06-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 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: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 06582591 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 FORMER COMPANY: FORMER CONFORMED NAME: VOLT INFORMATION SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 8-K 1 f8k013106.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): January 31, 2006 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) 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 AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT. On January 17, 2006, Volt Information Sciences, Inc., Volt Funding Corp. and Three Rivers Funding Corporation amended that certain Receivables Purchase Agreement dated as of April 12, 2002, as amended by a First Amendment to Receivables Purchase Agreement dated as of June 3, 2002, a Second Amendment to Receivables Purchase Agreement dated as of March 31, 2004 and a Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 (as amended, the "Receivables Purchase Agreement") to provide that the expiration date of the Receivables Purchase Agreement shall be extended from April 2, 2007 to April 2, 2008 and to increase the accounts receivable securitization program from $150 million to $200 million. The amendment became effective on January 31, 2006. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Fourth Amendment to Receivables Purchase Agreement dated as of January 17, 2006 among Volt Funding Corp., Three Rivers Funding Corporation and Volt Information Sciences, Inc. 99.2 Press Release dated February 3, 2006. S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 6, 2006 By: /s/ Jack Egan ----------------------------------------------- Jack Egan, Vice President, Corporate Accounting EX-99 2 ex99_1-f8k013106.txt EX-99.1; 4TH AMNDMNT TO REC PURCH. AGMNT EXHIBIT 99.1 FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of January 17, 2006 (the "Amendment") among VOLT FUNDING CORP. (the "Seller"), THREE RIVERS FUNDING CORPORATION ("TRFCO") and VOLT INFORMATION SCIENCES, INC. ("Volt"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Seller, TRFCO and Volt are parties to a Receivables Purchase Agreement dated as of April 12, 2002, as amended by a First Amendment to Receivables Purchase Agreement dated as of June 3, 2002, a Second Amendment to Receivables Purchase Agreement dated as of March 31, 2004 and a Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 (the "RPA"); WHEREAS, the parties desire to amend the RPA; NOW, THEREFORE, the parties agree as follows: SECTION 1. DEFINITIONS Defined terms used herein and not defined herein shall have the meanings assigned to such terms in the RPA. SECTION 2. AMENDMENT OF RPA The parties hereto agree that, effective as provided in Section 3 hereof: (i) The definition of "Expiration Date" set forth in Section 1.01 of the RPA shall be amended by replacing the date "April 2, 2007" set forth therein with the date "April 2, 2008". (ii) The definition of "Maximum Net Investment" set forth in Section 1.01 of the RPA is amended by replacing the dollar amount "$150,000,000" set forth therein with the dollar amount "$200,000,000." SECTION 3. CONDITIONS PRECEDENT Upon execution and delivery of this Amendment by the parties hereto, the amendments set forth herein shall become effective, automatically and without any further approval, consent or other action by any party hereto, upon the later to occur of (i) the date TRFCO shall have received the favorable written opinion of Troutman Sanders LLP, counsel to the Seller and Volt, regarding this Amendment and the RPA (as amended by this Amendment), substantially to the effect as set forth in the comparable written opinion dated April 15, 2002 of Jenkens & Gilchrist Parker Chapin LLP (and also substantially to the effect as set forth in Howard B. Weinreich's comparable opinion dated April 15, 2002, except insofar as Mr. Weinreich instead re-renders any such opinion, which in such event shall also be substantially to the effect as set forth in his comparable opinion dated April 15, 2002), with such opinion (or, if applicable, each such opinion) to be in form and substance reasonably acceptable to TRFCO; and (ii) the date TRFCO shall have received confirmation from each rating agency rating its commercial paper notes that such rating agency will not reduce, withdraw or suspend its then current rating as a result of this Amendment or the transactions contemplated herein. TRFCO shall provide the Seller and Volt with prompt notice of the occurrence of the effectiveness of this Amendment. SECTION 4. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF NEW YORK'S GENERAL OBLIGATIONS LAW). SECTION 5. EXECUTION IN COUNTERPARTS This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 6. CONFIRMATION OF AGREEMENT Each of the parties to the RPA agree that, except as amended hereby, the RPA continues in full force and effect. The Seller and Volt hereby represent and warrant that, after giving effect to the effectiveness of this Amendment, their respective representations and warranties contained in the RPA are true and correct in all material respects upon and as of such effectiveness with the same force and effect as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers as of the day and year first above written. VOLT FUNDING CORPORATION By: /s/ -------------------------------- Authorized Signatory VOLT INFORMATION SCIENCES, INC. By: /s/ -------------------------------- Authorized Signatory THREE RIVERS FUNDING CORPORATION By: /s/ -------------------------------- Authorized Signatory EX-99 3 ex99_2-f8k013106.txt EX-99.2; PRESS RELEASE EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONACTS: James J. Groberg and Ron Kochman Volt Information Sciences, Inc. (212) 704-2400 voltinvest@volt.com (mail to: voltinvest@volt.com) VOLT INFORMATION SCIENCES, INC. ANNOUNCES EXTENSION AND INCREASE OF SECURITIZATION PROGRAM New York, NY, February 3, 2006 - Volt Information Sciences, Inc. (NYSE: VOL) announced today the closing of an expanded securitization facility. In addition to increasing the accounts receivable securitization program from $150 million to $200 million, the Company extended the term by one additional year to April 2, 2008. Under the securitization program, certain receivables of the Company's Staffing segment are sold from time to time to Volt Funding Corp., a wholly owned special purpose subsidiary of the Company, which in turn sells interests in the receivables to Three Rivers Funding Corporation ("TRFC"), an asset backed commercial paper conduit sponsored by Mellon Financial Markets, LLC. The securitization program is not an off-balance sheet arrangement as Volt Funding Corp. is a 100% owned consolidated subsidiary of the Company, with accounts receivable only reduced to reflect the fair value of the interests actually sold to TRFC. As of January 31, 2006, the Company was utilizing $100 million of the program. In addition to the securitization, the Company has other committed and uncommitted facilities including a $40 million secured revolving credit facility that also matures in April 2008. The Administrative Agent and Arranger for that facility is JPMorgan Chase Bank, N.A. The other banks participating in the facility are Lloyds TSB Bank PLC, Mellon Bank N.A., Wells Fargo Bank N.A., and Bank of America, N.A. As of January 31, 2006, the Company was utilizing approximately $2 million of this facility. The Company believes that its current financial position, working capital, future cash flows from operations, credit lines and accounts receivable securitization program will be sufficient to fund its presently contemplated operations and to satisfy its obligations through, at least, the next twelve months. 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 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. A copy 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 certain other SEC filings 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-----