-----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, VGockszOykX11z8OCo7ubcLo2MSn40x1Hgh8mqVAX06OPD3qkJy/KhxrFwkHuICi wcjxb1+L9zpaSvWeV9NOxQ== 0000910680-09-000041.txt : 20090121 0000910680-09-000041.hdr.sgml : 20090121 20090121163617 ACCESSION NUMBER: 0000910680-09-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090121 DATE AS OF CHANGE: 20090121 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: 09536970 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 f8k011609a.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): January 16, 2009

 

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:

 

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 2.02 Results of Operations and Financial Condition.

 

The information in this Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

On January 16, 2009, the Company issued a press release announcing (1) that it has filed a Notification of Late Filing under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission for its Annual Report on Form 10-K for the fiscal year ended November 2, 2008, (2) the expected impairment of goodwill in the fourth quarter of fiscal 2008 as a result of recent operating performance and business outlook primarily due to the general economic conditions, and (3) its expected results of operations for the fourth quarter of fiscal 2008. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 2.06. Material Impairments.

 

Information set forth in Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

(d)

  

Exhibits

 

 

99.1

  

Volt Information Sciences, Inc. Press Release dated January 16, 2009

 


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:   January 21, 2009

By:

/s/ Jack Egan           

 

 

 

Jack Egan

 

 

Chief Financial Officer

 

 

 


EXHIBIT INDEX  

 

 

 

EX-99 2 ex99_1-f8k011609a.htm

Exhibit 99.1

New York, New York, January 16, 2009 – Volt Information Sciences, Inc. (NYSE: VOL) today reported that it has filed a Notification of Late Filing under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (the “SEC”) for its Annual Report on Form 10-K for the fiscal year ended November 2, 2008. This filing provides for an extension for the filing of its Annual Report on Form 10-K until February 2, 2009.

In the notification, which was filed on Form 12b-25, Volt said that based upon indications of impairment of goodwill in the fourth quarter of fiscal 2008 as a result of recent operating performance and business outlook primarily due to the general economic conditions, the Company commenced an impairment analysis in accordance with Financial Accounting Standards Board Statement No. 142. The Company anticipates reporting an estimated non-cash impairment charge of between $30 million and $50 million ($19.0 million or $37.0 million, net of taxes, or $0.88 or $1.71 per share). The Company needs additional time to complete the complex calculations required to determine the actual extent of non-cash charge to reduce the carrying value of goodwill and anticipates that the calculation will be completed in sufficient time so that it can file its Annual Report on Form 10-K on or before February 2, 2009. None of the matters under review would impact cash flows, but net income and per share results will be reduced, as will stockholders’ equity.

Excluding the anticipated non-recurring impairment charge, the Company expects to report net income for the fourth quarter of fiscal 2008 of approximately $105.6 million or $4.88 per share, which includes a $93.3 million net gain on the sale of its directory business which is reported as discontinued operations-compared to a net income of $23.1 million or $1.03 per share in the fourth quarter of fiscal 2007. Excluding the non-recurring impairment charge, the Company’s fourth quarter 2008 net income from continuing operations, was $12.3 million, net of taxes, or $0.57 per share compared to $19.3 million, net of taxes, or $0.86 per share in the fourth quarter of 2007.

 

Volt anticipates that it will be able to file its Annual Report on Form 10-K on or before February 2, 2009 which would be considered a timely filing for SEC compliance purposes.

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 and the Computer Systems segment, provide 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, 212-704-2400

voltinvest@volt.com

 

 

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