-----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, SCkEWuOuK5rSHRzBBL+6sksXtwGpIjx0ETFhOP3U/naPSGVkvqFf0tKxLWTJEAZS jcRY2Cmabuoeu9PkYs9lGw== 0000910680-08-000559.txt : 20080804 0000910680-08-000559.hdr.sgml : 20080804 20080804133935 ACCESSION NUMBER: 0000910680-08-000559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080729 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 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: 08987405 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 f8k072908.htm

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): July 29, 2008

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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 July 29, 2008, Volt Information Sciences, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among YPG Directories, LLC and YPG Systems, LLC, as Buyers, and YPG Holdings Inc., as Guarantor, on the one hand (collectively, “Yellow Page Group”), and the Company, DataNational, Inc. and DataNational of Georgia, Inc., wholly owned subsidiaries of the Company, on the other hand as Sellers.

Under the Asset Purchase Agreement, the Company has agreed to sell the net assets of its directory systems & services and North American publishing operations to Yellow Page Group for a net purchase price of approximately $178 million payable in cash at closing.

The assets being sold include the operations of Volt Directory Systems and Services, which provides telephone directory database management, sales and marketing services, licensing of directory production and contract management software systems, and DataNational, a publisher of independent community directories in selected Mid-Atlantic and Southeast markets under the Community Phonebook brand, but exclude the Uruguayan operations, which combined are reported as the Company’s Telephone Directory segment.

Consummation of the transaction is subject to closing conditions including, among other things, expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.

The transaction is expected to close in the Company’s fourth fiscal quarter of 2008.

This summary does not purport to be complete, and is qualified in its entirety by reference to the Asset Purchase Agreement that will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ending November 2, 2008.

 

Item 8.01. Other Events.

 

On July 30, 2008, the Company issued a press release announcing the execution of the Asset Purchase 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 July 30, 2008.

 

 


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: August 4, 2008

By:

/s/ Howard B. Weinreich

 

 

Howard B. Weinreich

 

Senior Vice President & General Counsel

 

 

 


EXHIBIT INDEX

 

 

 

 

 

EX-99 2 ex99_1-f8k072908.htm EXHIBIT 99.1

Exhibit 99.1

Press Release

Source: Volt Information Sciences, Inc.

Volt Information Sciences, Inc. to Sell its Directory Systems & Services and North American Publishing Operations to Yellow Pages Group

Wednesday July 30, 8:00 am ET

 

NEW YORK--(BUSINESS WIRE)--Volt Information Sciences, Inc. (NYSE: VOL - News) announced today it has agreed to sell the net assets of its directory systems & services and North American publishing operations to Yellow Page Group (YPG) for a net purchase price of approximately $178 million payable in cash at closing. The companies have signed an Asset Purchase Agreement, and the transaction is expected to close in September 2008, subject to regulatory approval.

The transaction includes the operations of Volt Directory Systems and Services, which provides telephone directory database management, sales and marketing services, licensing of directory production and contract management software systems, and DataNational, a publisher of independent community directories in selected Mid-Atlantic and Southeast markets under the Community Phonebook brand, but excludes the Uruguayan operations, which combined are reported as the Company’s Telephone Directory segment.

The operations to be sold reported sales of $68 million and an operating profit before allocation of corporate expenses of $17 million for last fiscal year ended October 28, 2007. The Company plans to use the proceeds, estimated to be approximately $110 million after tax and transaction related expenses to reduce debt and for other general corporate purposes, and as a result the transaction will be dilutive to earnings on a go forward basis.

“The divestiture of Directory Systems & Services and DataNational will significantly strengthen our balance sheet and provide us with the capital to fund future growth opportunities in our core businesses” stated Steven Shaw, President and Chief Executive Officer of Volt Information Sciences, Inc.

Volt Information Sciences, Inc. is a leading national provider of Staffing Services and Telecommunications and Information Solutions with a 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, which include the Telecommunications Services, Computer Systems and Telephone Directory segments, 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 Volt’s 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.

 

Contact:

Volt Information Sciences, Inc.

Ron Kochman, 212-704-2490

rkochman@volt.com


Source: Volt Information Sciences, Inc.

 

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----