8-K

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):  March 16, 2011

VOLT INFORMATION SCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	001-9232	13-5658129
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1065 Avenue of the Americas, New York	10018
(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 ExchangeAct (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

Volt Information Sciences, Inc. (the “Company”) has received an extension of the liquidity facility supporting the Company’s $150 million accounts receivable securitization program administered by PNC Bank, National Association (“PNC Bank”) from June 17, 2011 to March 15, 2012.

Under the securitization program, accounts receivable related to the United States operations of the staffing solutions business of the Company and certain of its subsidiaries are sold from time-to-time to Volt Funding Corp., which, in turn, sells an undivided percentage ownership interest in the pool of receivables to a commercial paper conduit.  As previously reported, the continuation of Volt’s securitization program is subject to the periodic renewal of the liquidity facility. The Company retains the servicing responsibility for the accounts receivable. The Company has $50 million drawn under the securitization program.

In addition, the Company has entered into Amendment No. 7, dated as of March 16, 2011, to its Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008 (the “Purchase Agreement”), with its wholly-owned subsidiary, Volt Funding Corp., as seller, Market Street Funding LLC, as a buyer, and PNC Bank, as buyer agent for Market Street and as administrator, which relates to the program.  Under the amendment, the Company has agreed to deliver unaudited financial statements for its fiscal 2009 and 2010 years by September 30, 2011 and audited financial statements for those years, which were previously required to be delivered by May 2, 2011, by February 7, 2012.  No amendments were required to any of the Company’s or any subsidiary’s other credit facilities, including the Company’s $42 million bank credit agreement.

The foregoing summary of Amendment No. 7 to the Purchase Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached to this Report as Exhibit 4.1(a), and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(d)	Exhibits:
	4.1(a)	Amendment No. 7, dated as of March 16, 2011, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).
	99.1	The Company’s press release dated March 22, 2011.

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:	March 22, 2011	By:	/s/ Jack Egan
			Jack Egan, Senior Vice President   and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number
4.1(a)	Amendment No. 7, dated as of March 16, 2011, to the Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2008, among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (as buyer agent and administrator).
99.1	The Company’s press release dated March 22, 2011.

EX-4.1(A)

Exhibit 4.1(a)

AMENDMENT NO. 7 TO THE AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 7 TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 16,2011, is among VOLT FUNDING CORP., a Delaware corporation (the “Seller”), VOLT INFORMATION SCIENCES, INC., a New York corporation, in its individual capacity (“Volt”) and in its capacity as servicer (in such capacity, the “Servicer”), MARKET STREET FUNDING LLC, a Delaware limited liability company (“Market Street”), as a Buyer (the “Buyer”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, (“PNC”), as Buyer Agent for Market Street, (the “Buyer Agent”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Administrator (in such capacity, the “Administrator”).

BACKGROUND

WHEREAS, the delivery of Volt’s audited financial statements for its fiscal years ended November 1, 2009 and October 31, 2010 continue to be delayed, in both cases pending the completion by Volt and its auditors of their analysis regarding the proper treatment of certain accounting principles, and that as a result of that analysis Volt also will or may need to restate certain prior period financials; and

WHEREAS, to accommodate the foregoing, the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator desire to amend the Amended and Restated Receivables Purchase Agreement dated as of June 3, 2008, among the Seller, the Servicer, Volt, the Buyer, the Buyer Agent and the Administrator (as amended, supplemented and/or otherwise modified prior to giving effect to this Amendment, the “Amended and Restated Receivables Purchase Agreement”);

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Definitions.  Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Amended and Restated Receivables Purchase Agreement.

SECTION 2.  Amendments to Amended and Restated Receivables Purchase Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Amended and Restated Receivables Purchase Agreement is hereby amended as follows:

(a)    Section 8.01 of the Amended and Restated Receivables Purchase Agreement is hereby amended to add the following subsection at the end thereof:

“(n)  Taxes.    The Seller has filed or caused to be filed all U.S. federal income tax returns and all other material returns, statements, forms and reports for taxes, domestic or foreign,

filed by it and has paid or has made adequate provision for payment of all taxes reflected therein payable by it which have become due or any material assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any Official Body other than any taxes or assessments that are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP.”

(b)    Section 8.03 of the Amended and Restated Receivables Purchase Agreement is hereby amended to add the following subsection at the end thereof:

“(j)  Taxes.    The Servicer has filed or caused to be filed all U.S. federal income tax returns and all other material returns, statements, forms and reports for taxes, domestic or foreign, required to be filed by it and has paid or has made adequate provision for payment of all taxes reflected therein payable by it which have become due or any material assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any Official Body other than any taxes or assessments that are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP.”

(c)    Section 9.03(b)(ii) of the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(ii)  as soon as practicable and in any event within 100 days after the close of each fiscal year of the Servicer during the term of this Agreement, an audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as at the close of such fiscal year and audited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and prepared in accordance with GAAP consistently applied throughout the periods reflected therein, all in reasonable detail and certified (with respect to the consolidated financial statements) by independent certified public accountants of recognized standing selected by the Servicer and satisfactory to the Administrator, whose certificate or opinion accompanying such financial statements shall not contain any qualification, exception or scope limitation not satisfactory to the Administrator; provided, however, (A) that with respect to such audited consolidated balance sheets of the Servicer and its consolidated subsidiaries as of the close of the fiscal years ended November 1, 2009 and October 31, 2010 and such audited

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consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for the fiscal years ended November 1, 2009 and October 31, 2010, such balance sheets, statements of income and cash flows shall be furnished to the Administrator and each Buyer Agent no later than February 7, 2012 and (B) the Administrator and each Buyer Agent shall receive no later than September 30, 2011 unaudited consolidated balance sheets of the Servicer and its consolidated subsidiaries as of the close of the fiscal years ended November 1, 2009 and October 31, 2010 and the unaudited consolidated statements of income and cash flows of the Servicer and its consolidated subsidiaries for the fiscal years ended November 1, 2009 and October 31, 2010, it being understood that such unaudited consolidated balance sheets and consolidated statements of income and cash flows shall be (1) restated and reflect the effect of the correction of errors in the application of certain accounting principles and methodologies and (2) subject to customary year-end audit adjustment.”

(d)    Exhibit I to the Amended and Restated Receivables Purchase Agreement is hereby deleted in its entirety and replaced with Exhibit I attached hereto.

(e)    Commencing with the quarterly financial statements required to be delivered by the Servicer for its first fiscal quarter in fiscal year 2012, such quarterly financial statements shall conform to the requirements of Section 9.03(b)(i) of the Amended and Restated Receivables Purchase Agreement. Prior thereto, the Servicer may, in its discretion, continue to prepare quarterly financial statements in the manner being prepared as of the date of this Amendment.

(f)     It is understood and agreed that, in lieu of the requirements set forth in Section 9.01(i)(3) and Section 9.03(i)(3) of the Amended and Restated Receivables Purchase Agreement, the parties have agreed that the Administrator (directly or through its designee, including, without limitation, Protiviti Inc.) may examine Seller’s books and records, directly, to determine the matters referenced in those sections.

SECTION 3.  Representations and Warranties.  Each of the Seller and Servicer hereby represents and warrants to the Buyer, the Buyer Agent and the Administrator, as of the date hereof, as follows:

(a)    the representations and warranties of the Seller and the Servicer contained in Article VIII of the Amended and Restated Receivables Purchase Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for representations and warranties which apply as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

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(b)    no event has occurred and is continuing, or would result from such respective amendment, that constitutes a Termination Event or Potential Termination Event.

SECTION 4.  Conditions Precedent.  The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

(a)    Administrator shall have received a fully executed counterpart of this Amendment from each of the parties hereto;

(b)    each representation and warranty of the Seller, Volt, and Servicer contained herein or in any other Purchase Document (after giving effect to this Amendment) shall be true and correct;

(c)    no Termination Event, as set forth in Section 10.01 of the Amended and Restated Receivables Purchase Agreement, shall have occurred and be continuing;

(d)    Administrator shall have received (i) a fully executed copy of (A) Amendment No. 5 to the Receivables Sale and Contribution Agreement, dated as of April 12, 2002 between Seller and Volt, (B) the Fourth Amended and Restated Fee Letter, dated as of the date hereof among the Buyer, Buyer Agent and the Seller and (ii) the fees due pursuant to such Fourth Amended and Restated Fee Letter; and

(e)    all proceedings taken in connection with this Amendment and all documents relating hereto shall be reasonably satisfactory to Administrator, Buyer Agent and the Buyer and their respective counsel, and each such Person shall have received copies of such documents as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to each such Person.

SECTION 5.  Restated Financials.  In the event that the analysis described in the recitals to this Amendment results in the restatement of any prior period financial statements of Volt that previously had been furnished by the Servicer to the Administrator, then, as promptly as practicable following any such restatement, the Servicer shall furnish the Administrator with such restated financial statements.

SECTION 6.  Amendment.  Seller, Servicer, Buyer Agent, Buyer and Administrator hereby agree that the provisions and effectiveness of this Amendment shall apply to the Amended and Restated Receivables Purchase Agreement as of the date hereof.  Except as amended by this Amendment, the Amended and Restated Receivables Purchase Agreement remains unchanged and in full force and effect.  This Amendment is a Purchase Document.

SECTION 7.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE

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STATE OF NEW YORK.  This Amendment may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged.  This Amendment may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.  The section and other headings contained in this Amendment are for reference purposes only and shall not control or affect the construction of this Amendment or the interpretation hereof in any respect.

SECTION 8.  Each party hereto hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes or other indebtedness of Market Street, it will not institute against or join any other Person in instituting against Market Street any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  The agreements set forth in this Section 8 and the parties’ respective obligations under this Section 8 shall survive the termination of this Amendment.

SECTION 9.  Market Street shall not have any obligation to pay any amounts owing hereunder unless and until Market Street has received such amounts pursuant to the Participation Interest and such amounts are not necessary to pay outstanding commercial paper notes or other outstanding indebtedness of Market Street.  In addition, each party hereto hereby agrees that no liability or obligation of Market Street hereunder for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against Market Street unless Market Street has received cash from the Participation Interest sufficient to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper notes or other indebtedness of Market Street.  The agreements set forth in this Section 9 and the parties’ respective obligations under this Section 9 shall survive the termination of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

VOLT FUNDING CORP., as Seller
By:	/s/ Ludwig M. Guarno
Name:	Ludwig M. Guarno
Title:	Senior Vice President & Treasurer

S-1

Amendment No. 7 to A&R RPA

VOLT INFORMATION SCIENCES, INC.,     individually and as Servicer
By:	/s/ Jack Egan
Name:	Jack Egan
Title:	Senior Vice President & CFO

S-2

Amendment No. 7 to A&R RPA

MARKET STREET FUNDING LLC, as a     Buyer
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President

S-3

Amendment No. 7 to A&R RPA

PNC BANK, NATIONAL ASSOCIATION, as     a Buyer Agent
By:	/s/ Michael Richards
Name:	Michael Richards
Title:	Senior Vice President

S-4

Amendment No. 7 to A&R RPA

PNC BANK, NATIONAL ASSOCIATION, as     Administrator
By:	/s/ William P. Falcon
Name:	William P. Falcon
Title:	Vice President

S-5

Amendment No. 7 to A&R RPA

Exhibit I

to Amended and Restated

Receivables Purchase Agreement

Banking Institution Closure Dates

Holiday	2011	2012	2013	Comments
New Year’s Day	Fri., Dec. 31	Mon., Jan. 2	Tues. Jan. 1	**January 1, 2011 falls on a Saturday. For Most Federal employees, Friday, December 31, 2010 will be treated as a holiday for pay and leave purposes.
Martin Luther King Jr. Day	Mon., Jan. 17	Mon., Jan. 16	Mon., Jan. 21	**Third Monday in January
Washington’s Birthday	Mon., Feb 21	Mon., Feb 20	Mon., Feb 18	**Third Monday in February
Memorial Day	Mon., May 30	Mon., May 28	Mon., May 27	**Obs. Last Monday of May
Independence Day	Mon., July 4	Wed., July 4	Thurs., July 4
Labor Day	Mon., Sep. 5	Mon., Sep. 3	Mon., Sep. 2	**First Monday in September
Columbus Day	Mon., Oct 10	Mon., Oct 8	Mon., Oct 14	**Second Monday in October
Veterans Day	Fri., Nov. 11	Mon., Nov. 12	Mon., Nov. 11
Thanksgiving Day	Thurs., Nov. 24	Thurs., Nov. 22	Thurs., Nov. 28	**Last Thursday in November
Christmas Day	Mon., Dec. 26	Tues., Dec. 25	Wed., Dec. 25

I-1

EX-99.1

Exhibit 99.1

VOLT INFORMATION SCIENCES REPORTS UPDATE ON

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

New York, New York, March 22, 2011 – Volt Information Sciences, Inc. (OTC: VISI) today reported that the liquidity facility supporting its $150 million accounts receivable securitization program administered by PNC Bank, National Association  has been extended from  June 17, 2011 to March 15, 2012.

Jack Egan, Volt’s Chief Financial Officer, stated: “We appreciate the continued support from PNC Bank.”

Under the securitization program, accounts receivable related to the United States operations of the staffing solutions business of the Company and certain of its subsidiaries are sold from time-to-time to Volt Funding Corp., which, in turn, sells an undivided percentage ownership interest in the pool of receivables to a commercial paper conduit.  As previously reported the continuation of Volt’s securitization program is subject to the periodic renewal of the liquidity facility. The Company retains the servicing responsibility for the accounts receivable. The Company has $50 million drawn under the securitization program.

Under an amendment to the securitization program the Company has agreed to deliver unaudited financial statements for its fiscal 2009 and 2010 years by September 30, 2011 and audited financial statements for those years, which were previously required to be delivered by May 2, 2011, by February 7, 2012.  No amendments were required to any of the Company’s or any subsidiary’s other credit facilities, including the Company’s $42 million bank credit agreement.

About Volt Information Sciences, Inc. is a leading provider of global infrastructure solutions in technology, information services and staffing acquisition for its FORTUNE 100 customer base.  Operating through an international network of servicing locations, the Staffing Services Segment fulfills IT, engineering, administrative, and industrial workforce requirements of its customers, for both professional search and temporary/contingent personnel as well as managed services programs.  Technology infrastructure services include telecommunications engineering, construction, and installation; central office services; and IT managed services and maintenance. Information-based services are primarily directory assistance, operator services, database management, and directory printing. Visit www.volt.com.

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Contact:

Ron Kochman

Volt Information Sciences, Inc.

voltinvest@volt.com

212-704-2400