-----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, SKLqXkJk+9wGB1FlVcbIKA2kiLUEbsyHH43U4uUefcxGvwDzI7CNW7y2IaD36voe Cz3+9h+CW3usErYqQ/I1oA== 0000910680-06-000500.txt : 20060612 0000910680-06-000500.hdr.sgml : 20060612 20060612171702 ACCESSION NUMBER: 0000910680-06-000500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060606 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 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: 1030 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 06900546 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 f8k06062006.htm CURRENT REPORT

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): June 6, 2006

  VOLT INFORMATION SCIENCES, INC.
 
  (Exact Name of Registrant as Specified in Its Charter)  

New York


1-9232


13-5658129

(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
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 Material Definitive Agreements

    (a)        On June 6, 2006, Volt Information Sciences, Inc. (the “Company”), 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, a Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 and a Fourth Amendment to Receivables Purchase Agreement dated as of January 17, 2006 (as amended, the “Receivables Purchase Agreement”) to add another subsidiary of the Company, PS Payrolling, Ltd., as a new originator.

    (b)        On June 6, 2006, the Board of Directors of the Company approved increases, effective June 12, 2006, in the annual base salaries of Steven A. Shaw, the Company’s Chief Executive Officer, Jerome Shaw, the Company’s Executive Vice President and Secretary, and Thomas Daley, a Senior Vice President of the Company, as follows: Steven A. Shaw’s base salary was increased from $355,000 to $520,000; Jerome Shaw’s base salary was increased from $485,000 to $520,000; and Thomas Daley’s base salary was increased from $249,995 to $350,000.

Item 9.01        Financial Statements and Exhibits.

(c)        Exhibits:

        99.1     Fifth Amendment to Receivables Purchase Agreement dated as of June 6, 2006 among Volt Funding Corp., Three Rivers Funding Corporation and Volt Information Sciences, Inc.

S I G N A T U R E S

        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: June 12, 2006


By: /s/ Jack Egan                                    
          Jack Egan
        Senior Vice President and Chief Financial Officer
GRAPHIC 2 ballot.jpg GRAPHIC begin 644 ballot.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#U."#5-9UW M7U'B/4K&"SO4MX8+6*V*A3;0R$DR0LQ):1N_I6KX5OKC4_!^B7]W()+FZL() MI7``W.T:EC@<#DGI3+GPKI=S>W5V6U"&:Z=9)C;:G EX-99 3 ex99-1_f8k062006.htm EX-99.1 FIFTH AMEND TO RECEIVABLES AGMT

EXHIBIT 99.1

        FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of June 6, 2006 (this “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, a Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 and a Fourth Amendment to Receivables Purchase Agreement dated as of January 17, 2006 (as amended to date, 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, the first recital of the RPA shall be amended by adding the language “PS Payrolling, Ltd., a Delaware corporation,” after the language “Volt Management Corp., a Delaware corporation,” set forth therein.

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 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 hereby. 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 shall continue 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 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/ Howard B. Weinreich                                   
      Howard B. Weinreich
      Senior Vice President


     VOLT INFORMATION SCIENCES, INC.


By: /s/ Ludwig M. Guarino                                   
      Ludwig M. Guarino
      Senior Vice President


         THREE RIVERS FUNDING CORPORATION


By: /s/ Bernard J. Angelo                                            
      Bernard J. Angelo
      Senior Vice President
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