-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, r7eyb67g9V69Eq2JOSPQ0dBxPohvFOF+psDBBNyAD0ayqdgRwA8yRzKcflIlaOd0 3YUyY9850PovUdacteF8/A== 0000950123-94-000759.txt : 19940415 0000950123-94-000759.hdr.sgml : 19940415 ACCESSION NUMBER: 0000950123-94-000759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940401 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES INC CENTRAL INDEX KEY: 0000103872 STANDARD INDUSTRIAL CLASSIFICATION: 7363 IRS NUMBER: 135658129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03932 FILM NUMBER: 94522775 BUSINESS ADDRESS: STREET 1: 1133 6TH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127021270 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 8-K 1 FORM 8-K, VOLT INFORMATION SCIENCES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 1, 1994 VOLT INFORMATION SCIENCES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 1-9232 13-5658129 - --------------------------------- --------------- ----------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 1133 Avenue of the Americas, New York, New York 10036 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 704-2400 Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last year) 2 Item 2. Acquisition or Disposition of Assets On April 1, 1994, the Company's 50% interest in Pacific Volt Information Systems, a joint venture with a subsidiary of Pacific Bell Directory was redeemed by the joint venture for approximately $16,400,000. Pacific Volt Information Systems, composes telephone directories in California for Pacific Bell Directory under a contract expiring December 31, 1996. The sale of the Company's interest will result in a gain of $9,770,000 ($5,760,000, net of income taxes, or $1.20 per share) to be reported in the Company's second quarter ending April 29, 1994. Item 5. Other Events As a result of the sale of its joint venture interest described in Item 2 of this report, the Company intends to call for redemption on May 23,1994 $10,000,000 of its 12-3/8% Senior Subordinated Debentures, due July 1, 1998, at par plus accrued interest. Debentures to be redeemed will be selected by lot by BankAmerica Trust Company of New York, Trustee for the Debentures. After giving effect to the redemption, $32,855,000 of the Debentures will remain outstanding. Proceeds not used for the redemption of debt will be invested in short-term highly liquid securities having an initial maturity of three months or less (cash equivalents) and will be available for general corporate purposes. -2- 3 Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Unaudited pro forma financial data. Page No. (i) General Statement. F1 (ii) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company and its Subsidiaries as at January 28, 1994. F2 (iii) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet. F4 (iv) Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company and its Subsidiaries for the fiscal year ended October 29, 1993. F5 (v) Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company and its Subsidiaries for the three months ended January 28, 1994. F6 (vi) Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations. F7 (c) Exhibits 2.1 Agreement effective April 1, 1994 between VIS, Inc., Pacific Volt Systems, Pacific Bell Directory, PBD Holdings, Volt Information Sciences, Inc. and Volt Orangeca Real Estate Corp. -3- 4 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VOLT INFORMATION SCIENCES, INC. (Registrant) BY /s/ JACK EGAN ----------------------------------- (Signature) Date: April 12, 1994 JACK EGAN Vice President - Corporate Accounting (Principal Accounting Officer) -4- 5 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Financial Data General Statement The following unaudited pro forma financial data were derived from the historical consolidated financial statements of the Company. The Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the sale of the Company's 50% interest in a joint venture and the application of the proceeds therefrom to redeem a portion of the Company's 12-3/8% Subordinated Debentures as if all such transactions had occurred on January 28, 1994. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal year ended October 29, 1993 and three months ended January 28, 1994 give effect as if such transactions had occurred at the beginning of the respective fiscal periods. The pro forma adjustments are based on currently available information and upon certain assumptions that management of the Company believes are reasonable under the circumstances. The pro forma financial data are provided for informational purposes only and do not purport to represent what the Company's financial position or results of operations actually would have been had the aforementioned transactions been completed as of the date or at the beginning of the periods indicated, or to project the Company's financial position or results of operations at any future date or for any future period. F-1 6 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (Dollars in Thousands)
Pro Forma Adjustments --------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma ------ --------- ----------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents $22,387 $16,382 (a) $(10,096) (b) $28,673 Short-term investments at lower of cost or market-market value $1,014 1,000 1,000 Trade accounts receivable less allowance of $3,852 75,894 75,894 Inventories 24,671 24,671 Recoverable income taxes 5,425 (4,010) (c) 56 (d) 1,471 Deferred income taxes 2,543 2,543 Prepaid expenses and other assets 3,934 3,934 ----- ------ ------- ----- TOTAL CURRENT ASSETS 135,854 12,372 (10,040) 138,186 INVESTMENTS-market value $3,265 3,215 3,215 INVESTMENTS in joint ventures 15,005 (6,612) (e) 8,393 PROPERTY, PLANT AND EQUIPMENT- at cost Land and buildings 33,228 33,228 Machinery and equipment 42,033 42,033 Leasehold improvements 2,194 2,194 ------ ------ 77,455 77,455 Less allowances for depreciation and amortization 31,475 31,475 ------ ------ 45,980 45,980 DEPOSITS, RECEIVABLES AND OTHER ASSETS 2,937 (138) (d) 2,799 INTANGIBLE ASSETS--net of accumulated amortization of $3,050 5,787 5,787 ------ ----- ------ ------- $208,778 $5,760 $(10,178) $204,360 ======== ====== ======== ========
F-2 7 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (Dollars in Thousands)
Pro Forma Adjustments --------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma ------ --------- ----------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to banks $ 6,329 $6,329 Current portion of long-term debt 15,400 15,400 Accounts payable 17,257 17,257 Accrued expenses Wages and commissions 16,979 16,979 Taxes other than income taxes 6,412 6,412 Insurance 10,920 10,920 Other 3,763 $(96) (b) 3,667 Customer advances and other liabilities 11,646 11,646 -------- ------- -------- TOTAL CURRENT LIABILITIES 88,706 (96) 88,610 LONG-TERM DEBT 42,751 (10,000) (f) 32,751 DEFERRED INCOME TAXES 1,585 1,585 ------ ------- ------- 133,042 (10,096) 122,946 STOCKHOLDERS' EQUITY Preferred stock, par value $1.00 authorized-500,000 shares; issued-none Common stock, par $.10 authorized-15,000,000 shares; issued-7,789,580 shares 779 779 Paid-in capital 43,823 43,823 Retained earnings 77,730 $5,760 (g) (82) (h) 83,408 Unrealized foreign currency translation adjustment (496) (496) ------- ------ ------- ------- 121,836 5,760 (82) 127,514 Less common stock held in treasury, at cost 46,100 46,100 -------- ------ ------- ------- 75,736 5,760 (82) 81,414 -------- ------ -------- -------- $208,778 $5,760 $(10,178) $204,360 ======== ====== ======== ========
F-3 8 Volt Information Sciences, Inc. and Subsidiaries Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (a) Cash proceeds of $16,382,000 from the sale of the Company's 50% interest in a joint venture. (b) Represents the payments for the redemption of $10,000,000 principal amount of the Company's 12-3/8% Senior Subordinated Debentures and accrued interest of $96,000 thereon. (c) The decrease in recoverable income taxes of $4,010,000 represents the combined federal and state tax provision at an incremental rate of approximately 41% attributable to the gain on the sale of the Company's 50% interest in the Joint venture. (d) Represents the write-off of unamortized costs $(138,000) and tax benefit $(56,000) related to the Debentures redeemed. (e) Represents the Company's investment in the joint venture which was sold. (f) Represents the payment of principal of $10,000,000 of the Company's 12-3/8% Senior Subordinated Debentures. (g) Represents the gain on the sale of the Company's 50% interest in the joint venture, net of income taxes. (h) Represents the charge, net of the income tax benefit, for the write-off of unamortized costs of Debentures redeemed. F-4 9 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Fiscal Year Ended October 29, 1993 (Dollars in Thousands, Except Per Share Data)
Pro Forma Adjustments (a) ------------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma -------- --------- --------- --------- REVENUES Sales of services $501,028 $501,028 Sales of products 57,080 57,080 Equity in income of joint ventures 4,940 $(2,327) (b) 2,613 Interest income 1,381 $208 (c) 1,589 Gains on securities-net 199 199 Other income-net 545 545 ------- ------ ------ ------- 565,173 (2,327) 208 563,054 ------- ------ ------ ------- COST AND EXPENSES Cost of sales: Services 467,710 467,710 Products 34,435 34,435 Selling and administrative 40,108 40,108 Research and development 5,830 5,830 Engineering 1,037 1,037 Depreciation and amortization 10,191 10,191 Foreign exchange loss-net 378 378 Interest expense 11,078 (1,262) (d) 9,816 ------ ------ ------- 570,767 (1,262) 569,505 ------- ------ ------- Loss before income taxes and cumulative effect of a change in accounting (5,594) (2,327) 1,470 (6,415) Income tax provision (benefit) (1,920) ( 931) (e) 590 (e) (2,261) ------ ------ ---- ------ Loss before cumulative effect of a change in accounting $(3,674) $(1,396) $880 $(4,190) ======= ======= ===== ======= (Per Share Data) Loss before cumulative effect of a change in accounting $(.77) $(.87) ===== ===== Number of shares used in computation 4,798,863 4,798,863 ========= =========
F-5 10 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Three Months Ended January 28, 1994 (Dollars in Thousands, Except Per Share Data)
Pro Forma Adjustments (a) ------------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma -------- --------- --------- --------- REVENUES Sales of services $130,216 $130,216 Sales of products 12,338 12,338 Equity in income (loss) of joint ventures 50 $(534)(b) (484) Interest income-net 230 $52 (c) 282 Gains on securities-net 1 1 Other income-net 15 15 ------- ---- ---- ------- 142,850 (534) 52 142,368 ------- ---- ---- ------- COST AND EXPENSES Cost of sales: Services 122,871 122,871 Products 8,026 8,026 Selling and administrative 8,865 8,865 Research and development & engineering 1,238 1,238 Depreciation and amortization 2,644 2,644 Foreign exchange loss-net 96 96 Interest expense 2,075 (316) (d) 1,759 ------- ---- ------- 145,815 (316) 145,499 ------- ---- ------- Loss before income taxes and extraordinary item (2,965) (534) 368 (3,131) Income tax provision (benefit) (1,002) (219) (e) 150 (e) (1,071) ------ ---- ---- ------ Loss before extraordinary item $(1,963) $(315) $218 $(2,060) ======= ===== ==== ======= (Per Share Data) Loss before extraordinary item $(.41) $(.43) ===== ===== Number of shares used in computation 4,802,026 4,802,026 ========= =========
F-6 11 Volt Information Sciences, Inc. and Subsidiaries Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations For the Fiscal Year Ended October 29, 1993 and the Three Months Ended January 28, 1994 (a) The Unaudited Pro Forma Condensed Consolidated Statements of Operations do not include (i) the pretax gain on the sale of the Company's 50% interest in the joint venture of $9,770,000, which will be reported in operations in the Company's 1994 second quarter ending April 29, 1994; or (ii) the write-off of unamortized issuance costs of $138,000 related to the redemption of principal amount of Debentures, which will be reported as an extraordinary charge, net taxes, in the Company's 1994 third quarter ending July 29, 1994. (b) Represents the Company's equity in the income of the joint venture. (c) Represents interest income at a rate of 3.5% (representing the rate at April 4, 1994 on certificates of deposit) on proceeds of $5,970,000 not used to redeem Debentures. (d) Represents the reduction in interest expense, including amortization of issuance costs, related to the $10,000,000 principal amount of Debentures to be redeemed. (e) Represents the tax provision or benefit at an estimated combined federal and state incremental tax rate of approximately 40% in 1993 and 41% in 1994. F-7 12 EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ----------- ------- 2.1 Agreement effective April 1, 1994 13 between VIS, Inc., Pacific Volt Systems, Pacific Bell Directory, PBD Holdings, Volt Information Sciences, Inc. and Volt Orengeca Real Estate
-12- EX-2.1 2 AGREEMENT EFFECTIVE APRIL 1, 1994 1 AGREEMENT 1. For Redemption of Joint Venture Interest and Retirement of Joint Venture Partner; 2. For Dissolution, Winding up Affairs, and Termination of Joint Venture; 3. For Assignment of Software Licenses; 4. for Assignment of Lease. This Agreement ("Agreement") is made, entered into and effective as of April 1, 1994, by and between VIS, Inc., ("VIS"), Pacific Volt Information Systems, also known as "PacVis" ("JV"), Pacific Bell Directory (Directory), PBD Holdings (PBD), Volt Information Sciences, Inc. (Volt), and Volt Orangaca Real Estate Corp. (Landlord). Directory is the parent of PBD, and Volt is the parent of VIS. Directory and Volt are made parties to this Agreement for the purpose of consenting to the terms and conditions of this Agreement. Landlord is the landlord under the lease mentioned in Section 12 of this Agreement and is made a party to this Agreement for the purpose of agreeing to the language in Section 12 of this Agreement assigning the lease and recognizing the lease as continuing in full force and effect with PBD as the new tenant. VIS and PBD entered into a Joint Venture Agreement on the 12th day of December 1986 ("JVA") which created JV, a prepress joint venture. Any language in the JVA inconsistent with the terms and conditions of this Agreement is hereby amended and superseded by this Agreement to the extent of any inconsistency. 2 In consideration of the mutual promises and covenants hereinafter set forth, the undersigned, and each of them, hereby agree as follows: 1(a) Effective April 1, 1994, JV hereby redeems from VIS and VIS hereby sells and assigns to JV all of VIS's right, title and interest in JV and in all of JV's assets, including, without limitation, licenses and leases, customer lists, trademarks, trade names, copyrights, contracts, furniture, fixtures, money, and supplies. As consideration for the above redemption and assignment, JV will compensate VIS in the following manner: Payment from JV to VIS for its 50% interest in JV, excluding goodwill of JV $6,612,306 An additional payment by JV to VIS, which shall be treated as a "guaranteed payment" under Section 736 of the Internal Revenue Code $9,769,655 (b) JV will use best efforts to make payment as soon as possible on or after April 1, 1994, but in no event later than April 10, 1994. (c) The redemption shall constitute a final distribution of the assets of JV and, upon the filing of a notice of dissolution by PBD, a conclusion of the winding up of its affairs, and termination of JV. (d) From and after the effective date of the termination of JV, all software licensed by the parties to JV or otherwise utilized for use by or on behalf of JV shall be assigned to and 2. 3 licenses for use by PBD, its remaining owner, and by PBD's successors in interest, upon the same terms and conditions as set forth in the software license agreements covering the software licensed to JV, except that said licenses shall be and hereby are amended to be perpetual and irrevocable, and any language in said agreements which would otherwise prevent the assignments set forth in this section is of no further force or effect. 2. Effective as of the date of redemption, except for the matters covered by Section 12 hereof, the parties to this Agreement, on behalf of themselves, their past and present parent corporations, subsidiaries, affiliates, divisions, groups, agents, representatives, directors, officers, employees, attorneys, successors in interest and assigns, (hereinafter "affiliates"), and each of them, do hereby terminate all rights and obligations under the JVA and do hereby relieve, release and forever discharge the other and its affiliates, to and from any and all claims, rights, debts, liabilities, including fiduciary responsibilities, demands, obligations, promises, acts, agreements, costs, expenses (including, without limitation, attorney's fees), damages, actions and causes of action of whatever kind or nature, whether now known or unknown, including liabilities of every kind or nature whatsoever which the parties and all related persons and/or entities have or have had or claim to have had, or hereafter in the future may have or claim to have 3. 4 or assert against the other, which arise out of or are in any manner whatsoever directly or indirectly connected with or related to the JVA or JV described above. 3. The parties accept the above-described consideration in full accord and satisfaction for the matters released herein. 4. Effective as of the date of redemption, except for the matters covered by section 12 hereof, each party, for itself and its affiliates, agrees that it shall forever refrain and forbear from commencing, instituting or participating in, either as a named or unnamed party, any lawsuit, action or other proceeding against the other and/or the affiliates of the other, whether brought by one of the parties to this Agreement or any person, party or entity on behalf of any of the parties to this Agreement, based on or arising out of any of the claims, events, transactions or matters related to the JVA or JV, and, except for the matters covered by Section 12 hereof, each party, for itself and its affiliates, hereby waives any rights it might have at law or in equity to obtain an accounting or a court-supervised winding up, to maintain an action in partition of property, or to otherwise interfere in any way with the process of winding up and termination contemplated by this Agreement. 5. The parties acknowledge that, as to the claims, events, transactions or matters mentioned or referenced herein, no representation or promise not expressly contained in this 4. 5 Agreement has been made to any party or to its affiliates, and further acknowledge that no party or affiliate is entering into this Agreement on the basis of any other promise or representation, express or implied. 6. The parties, for themselves and for their affiliates, agree and mutually represent that, effective as of the date of the redemption, as to the matters mentioned or referenced herein, except for the matters covered by Section 12 hereof, this Agreement is intended to be a general release of all claims by each party and/or its affiliates against each party and/or its affiliates, and, effective as of the date of redemption, each party, for itself and its affiliates, waives, to the fullest extent possible, all rights each may have under Section 1542 of the California Civil Code, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 7. The parties acknowledge that this Agreement may affect the settlement of claims that are denied and contested, and that nothing contained herein may or shall be construed as an admission against any party. 8. Each of the parties hereby respectively acknowledges that said party has been represented by and has relied upon counsel of said party's own choice throughout all of the 5. 6 negotiations which preceded the execution of this Agreement, and that said party has read this Agreement, has had its contents fully explained by such counsel, and is fully aware of and understands all of its terms and the tax and legal consequences thereof. Each of the parties hereby acknowledges that the other party, and any agent or attorney of the other party, has not made any promise, representation or warranty whatsoever, express or implied, to induce said party to execute this Agreement, and acknowledges that said party has not authorized the execution of this Agreement in reliance on any such promise, representation or warranty not contained herein. 9. Each party agrees to use its best efforts to obtain all governmental and regulatory approvals necessary or helpful to effectuate this Agreement according to its terms. 10. This Agreement shall be construed in accordance with the domestic laws of the State of California. 11. a. Before resorting to litigation, the parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiations between executives of the parties before resorting to litigation. b. If a controversy or claim should arise, William Shaw on behalf of VIS and Richard K. Van Allen on behalf of PBD, and on behalf of the JV or its successor in interest, or their respective successors in the positions they now hold with Volt 6. 7 and Directory, respectively, (herein called the "senior executives") will meet in California at least once, and will attempt to resolve the matter. Either senior executive may request the other to meet within 14 days, at a mutually agreed time and place. c. If the matter has not been resolved within 30 days of the meeting of the senior executives (which period may be extended by mutual agreement), the parties will attempt in good faith to resolve the controversy or claim in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes. d. If the matter has not been resolved pursuant to the aforesaid mediation procedure within 60 days of the commencement of such procedure (which period may be extended by mutual agreement), either party may initiate litigation upon 10 days written notice to the other party, or the parties may agree to settle the controversy by arbitration in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes. The arbitration shall be conducted by three arbitrators, of whom each party shall appoint one. The appointed arbitrators shall jointly select the third (neutral) arbitrator. If they fail to agree on the third arbitrator, either party may ask the Presiding Judge of the Superior Court in San Francisco to select the third arbitrator. 7. 8 The arbitration shall be governed in accordance with California law. The arbitration shall be held in San Francisco, California, and shall be conducted on a confidential basis. The arbitrators' award shall be supported by law and substantial evidence, and judgement upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. 12. The provisions of Sections 8A and 12 of the JVA shall be deemed repeated herein as if fully set forth and shall survive the termination of the JV and shall remain binding on VIS and its successors in interest for the period of time necessary to resolve with any taxing authority (federal, state, local and foreign) any and all matters regarding the taxation of JV. Each party signing this Agreement represents and warrants to each of the other parties signing this agreement that, except as stated in JV books as of the date of redemption, (a) the party has not incurred any obligation or liability on behalf of or as apparent agent of JV or the other parties, or for which the party or any other parties may be charged, or for which the party intends to claim refund or reimbursement from JV, and (b) the party has not received, discharged, or transferred any credit, money, property, or other assets of JV. Each party further represents and warrants to each other party that it has not done or failed to do anything to incur any obligation or liability owing by JV other than obligations and liabilities 8. 9 incurred pursuant to actions authorized by the terms and conditions of the JVA. Notwithstanding any other provision of this Agreement, VIS and its successors in interest shall remain liable for one-half of any tax deficiency that may now exist or may hereafter arise out of JV activities through February 28, 1994 which is not shown as accrued or as to which no reserve has been created on the books of the JV at that date. For this purpose, the term "tax" includes, but is not limited to, federal and state income, property, sales, and excise taxes. The term "deficiency" includes taxes, interest, and penalties. The term "PacVis activities" includes formation, operation, and dissolution of the JV. Notwithstanding any other provision of this Agreement, the lease between Landlord and Volt Fletcher Building Corp. as landlords (the last mentioned corporation having since been merged with Landlord) and JV as tenant, dated as of December 12, 1986 as amended by a lease amendment dated September 10, 1987, (collectively, "lease"), shall remain in full force and effect, and, effective April 1, 1994, the tenant's interest under the lease is hereby assigned by JV to PBD, as successor in interest to JV. PBD accepts such assignment and shall be tenant under the lease from and after April 1, 1994. Landlord consents to such assignment and agrees to recognize PBD as tenant under the lease. 9. 10 Notwithstanding any other provision of this Agreement, liabilities of JV to third parties existing as of the date of redemption, except for the tax liabilities mentioned above in this section, and except for any liabilities resulting from any breach by VIS or Volt of any warranty or representation set forth in this section, shall be assumed by PBD, as successor in interest of JV, and PBD shall indemnify and hold harmless VIS from and against such assumed liabilities. Notwithstanding any other provision of this Agreement, from and after the date of redemption and filing of notice of dissolution, JV shall be deemed dissolved and PBD, as successor in interest of JV, shall be sole owner of the business and its assets with the unencumbered right to operate the business for its own benefit. From and after March 1, 1994, PBD shall be entitled to all profits and distributions from JV. PBD may continue to use the names Pacific Volt Information Systems and PacVis in connection with the operations of the business, up to and including December 31, 1996. Each party to this Agreement and its successors in interest shall cooperate fully with each of the other parties to this Agreement and their respective successors in interest so as to allow PBD and its successors in interest to continue to operate the business, provided, however, that the party seeking such cooperation shall reimburse the party 10. 11 providing such cooperation for its reasonable expenses attributable to the provision of such cooperation. 13. Each party to this Agreement hereby agrees to execute and deliver such instruments and take such other actions as any of the other parties to this Agreement may reasonably require in order to carry out the intent of the Agreement and the transactions contemplated hereby. 14. Each person signing this Agreement on behalf of each party to this Agreement warrants that he or she is authorized to sign this Agreement for and on behalf of the party represented by the signature of such person, and that no further approvals by or on behalf of such party are required to make this Agreement effective and binding on such party. 15. All notices or other communications hereunder between the parties to this Agreement or any of them shall be deemed to have been duly given when made in writing and delivered in person, addressed as set forth below, to the party to which a notice or communication is addressed or when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, and addressed to the party intended by the sender to receive the notice or communication at the address set forth below for each recipient intended to receive such notice: 11. 12 VIS, Inc. PACIFIC VOLT INFORMATION SYSTEMS 1133 Avenue of the Americas c/o Pacific Bell Directory 19th Floor 101 Spear Street, Suite 202 New York, NY 10036 San Francisco, CA 94105 Attention: William Shaw Attention: Richard K. Van Allen VOLT INFORMATION SCIENCES, INC. PACIFIC BELL DIRECTORY 1133 Avenue of the Americas 101 Spear Street, Suite 202 19th Floor San Francisco, CA 94105 New York, NY 10036 Attention: William Shaw Attention: Richard K. Van Allen VOLT ORANGECA REAL ESTATE CORP. PBD HOLDINGS 1133 Avenue of the Americas 101 Spear Street, Suite 202 19th Floor San Francisco, CA 94105 New York, NY 10036 Attention: William Shaw Attention: Richard K. Van Allen The address to which notices or communications may be given to any party may be changed by written notice given by such party to the other parties pursuant to this section. 12. 13 IN WITNESS WHEREOF, this Agreement is entered into, made effective and executed by the parties hereto as of April 1, 1994. VIS, INC. PACIFIC VOLT INFORMATION SYSTEMS By: /s/ William Shaw By: /s/ R.K. Van Allen ------------------------------------ ----------------------------------- Title: PRESIDENT Title: MANAGEMENT COMMITTEE MEMBER --------------------------------- -------------------------------- By: /s/ William Shaw ----------------------------------- Title: MANAGEMENT COMMITTEE MEMBER -------------------------------- VOLT INFORMATION SCIENCES, INC. PACIFIC BELL DIRECTORY By: /s/ William Shaw By: /s/ R.K. Van Allen ------------------------------------ ----------------------------------- Title: PRESIDENT Title: PRESIDENT & CEO --------------------------------- -------------------------------- VOLT ORANGECA REAL ESTATE CORP. PBD HOLDINGS By: /s/ William Shaw By: /s/ R.K. Van Allen ------------------------------------ ----------------------------------- Title: PRESIDENT Title: PRESIDENT & CEO --------------------------------- --------------------------------
13. -----END PRIVACY-ENHANCED MESSAGE-----