-----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, DkgYHciH7iIJhMe4NuZiX7QLn1t8FvdRSBG7rE61GJCpoQ0f+JZyeI2xDJNUp/Gj 7bDdQ1Ak2cxhMwuK5lXHnw== 0000910680-07-000580.txt : 20070621 0000910680-07-000580.hdr.sgml : 20070621 20070621154447 ACCESSION NUMBER: 0000910680-07-000580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070618 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070621 DATE AS OF CHANGE: 20070621 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: 07933807 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 f8k-06182007.htm JUNE 18, 2007

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 18, 2007

  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.  Entry into a Material Definitive Agreement.

        On June 18, 2007, Volt Delta Resources, LLC (“VoltDelta”) and LSSI Resources Corp. (“Merger Sub”), each an indirect wholly owned subsidiary of the registrant, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LSSi Corp. (“LSSi”) and certain of LSSi’s shareholders, Warburg Pincus Private Equity VIII, L.P., Granite Ventures, LLC, H&Q LSSI Investors, L.P. and Georgica Advisors, LLC.

        Upon consummation of the merger, LSSi will merge with and into Merger Sub and become a wholly owned subsidiary of VoltDelta. The total merger consideration will be approximately $70 million in cash, subject to adjustment after the closing based upon the amount of LSSi’s working capital on the closing date.

        The transaction is subject to antitrust, and other regulatory approvals as well as other customary closing conditions and is expected to close in the registrant’s third fiscal quarter of 2007.

        The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which will be filed as an Exhibit to the registrant’s Form 10-Q for the fiscal quarter ending July 29, 2007.

Item 8.01.  Other Events.

        On June 19, 2007, the Company issued a press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.  

(d)   Exhibits

99.1   Press release issued by Volt Information Sciences, Inc., dated June 19, 2007.


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 21, 2007 By: /s/ Howard B. Weinreich
Howard B. Weinreich
Senior Vice President & General Counsel

EXHIBIT INDEX 

99.1   Press release issued by Volt Information Sciences, Inc., dated June 19, 2007.

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VOLT DELTA RESOURCES, LLC TO ACQUIRE LSSI CORP.

Combined company to expand telephone company sourced listing data production and delivery network

New York, NY,  June  19, 2007 – Volt Information Sciences, Inc. (NYSE: VOL) (the Company) announced today that Volt Delta Resources, LLC. (VoltDelta), a wholly owned subsidiary of the Company, has signed a definitive merger agreement with LSSi Corp. (LSSi) and certain shareholders of LSSi.  As a result of the merger, LSSi will become  a wholly owned subsidiary of VoltDelta.  The total merger consideration will be approximately $70 million in cash subject to adjustment after the closing based upon the amount of LSSi’s working capital on the closing date.

The transaction is subject to antitrust, and other regulatory approvals as well as other customary closing conditions and is expected to close in the Company’s third quarter of 2007.

“Quality business intelligence data is the underpinning of today’s Information Age Company.” said Joe DiAngelo, President of VoltDelta.  “The combination of VoltDelta’s application development, integration and hosting expertise and LSSi’s highly efficient data processing allows us to serve broader base of customers by aggregating the most current and accurate business and consumer information possible.”

VoltDelta has traditionally served the directory assistance market, combining data with large scale integrated directory assistance systems, whereas LSSi has spent years growing its enterprise business converting directory assistance listings into valuable business intelligence data by aggregating information collected from telephone companies across North America and Europe.  Most recently, LSSi has begun expanding data sources to include VoIP listings, cable company listings and wireless listings, further increasing the value of their database.  The combined company will be better equipped to efficiently serve customers who are looking to access the most current information in order to find businesses and people by bringing to market the most accurate information available.

About VoltDelta:

VoltDelta, a wholly owned subsidiary of Volt Information Sciences, Inc., is a leading global provider of both hosted and customer-premise directory assistance solutions, content and data services to the telecommunications industry as well as providing a large variety of hosted solutions to the enterprise market. VoltDelta designs, develops, integrates, markets, sells, leases, licenses and maintains computer-based directory assistance software and systems and other database management and telecommunications services for the world-wide telecommunications market. VoltDelta provides carrier-grade hosted call routing and automation services for enterprise call centers for both legacy TDM and VoIP call transport. For additional information please visit http://www.voltdelta.com


About LSSi:

LSSi Corp (www.lssi.net) is the world’s leader in developing and operating high-performance directory databases.  LSSi has established a strong commercial presence in several important telephony markets, including National Directory Assistance (NDA) databases in the U.S., Canada, Ireland, and the United Kingdom; customer name and address automation; wireless mobile solutions; desktop solutions for corporations and other large institutions; and NDA client / server software.  In addition to its world headquarters in Edison, New Jersey, LSSi operates development resources and data centers located in Research Triangle Park, North Carolina; Waynesboro, Virginia; Birmingham, England; and Dublin, Ireland.

About Volt Information Sciences, Inc.:

Volt Information Sciences, Inc. is a leading national provider of Workforce, Information and Telecommunications 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 www.volt.com

Forward-Looking Statements:

This news release contains certain forward-looking statements within the scope of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “expect,” “estimate,” “anticipate,” “predict,” and similar expressions, and the negatives of such expressions, are intended to identify forward-looking statements. Although the Company and LSSi believe that these statements are based upon reasonable assumptions, such statements involve risks, uncertainties and assumptions, including but not limited to industry and economic conditions, customer actions and the other factors discussed in the Company’s 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.

CONTACT:

Volt Information Sciences, Inc.
Ron Kochman, 212-704-2400
voltinvest@volt.com

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