-----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, EV/Bx+hl/X/gmjK0dofKm5074WNGstJ3VpjpClRSRSI8AOUL9qlrzN4jEGigw41A wYabwbGtaDzOLM9NhKgXoA== 0000950123-97-001862.txt : 19970304 0000950123-97-001862.hdr.sgml : 19970304 ACCESSION NUMBER: 0000950123-97-001862 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961101 FILED AS OF DATE: 19970303 SROS: NASD 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: 1031 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09232 FILM NUMBER: 97549267 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 1133 6TH AVENUE STREET 2: 24H FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 10-K405/A 1 AMENDMENT #1 TO FORM 10-K405: VOLT INFORMATION 1 FORM 10-K/A1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) / X / Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the fiscal year ended November 1, 1996 or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from __________________________________ to ______________________ Commission File Number: 1-9232 VOLT INFORMATION SCIENCES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-5658129 ------------------------------ ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1221 Avenue of the Americas, New York, New York 10020-1579 ----------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 704-2400 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value ---------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES X NO -- -- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the common stock held by non-affiliates of the Registrant as of January 17, 1997 (based on the closing price on The Nasdaq Stock Market's National Market on that date) was approximately $221,000,000 (based on the number of shares outstanding on that date exclusive of all shares held beneficially by executive officers and directors and their spouses and the Registrant's Savings Plan and Employee Stock Ownership Plan, without conceding that all such persons or plans are "affiliates" of the Registrant). The number of shares of common stock outstanding as of January 17, 1997 was 9,708,143. DOCUMENTS INCORPORATED BY REFERENCE None 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT WILLIAM SHAW, 72, a founder of the Company, has been President and Chairman of the Board of the Company for more than the past five years and has been employed in executive capacities by the Company and its predecessors since 1950. He has served as a director of the Company since its formation in 1957. JEROME SHAW, 70, a founder of the Company, has been Executive Vice President and Secretary of the Company for more than the past five years and has been employed in executive capacities by the Company and its predecessors since 1950. He has served as a director of the Company since its formation in 1957. IRWIN B. ROBINS, 62, has been a Senior Vice President of the Company for more than the past five years and has been employed in executive capacities by the Company since 1980. He has served as a director of the Company since 1981. JAMES J. GROBERG, 68, has been a Senior Vice President of the Company for more than the past five years and has been employed in executive capacities by the Company since 1985 and also from 1973 to 1981. He has served as a director of the Company since 1987. JOHN R. TORELL III, 57, has been a director of the Company since October 1989. Mr. Torell has been Chairman of Torell Management, Inc. (a financial management company) for more than the past five years and Chairman of Telesphere Corporation (an electronics securities data firm). He is past President of Manufacturers Hanover Corporation (a bank holding company) and Manufacturers Hanover Trust Company (a bank); past Chairman, President and Chief Executive Officer of CalFed, Inc. (a savings and loan holding company) and past Chairman and Chief Executive Officer of Fortune Bancorp (a savings and loan holding company). He is also a director of American Home Products Corporation and various investment companies for which PaineWebber, Inc. and Mitchell Hutchins, Inc. serve as advisor. MARK N. KAPLAN, 66, has been a director of the Company since April 1991. Mr. Kaplan has been a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom since October 1979. He is also a director of Grey Advertising, Inc., Diagnostic/Retrieval Systems, Inc., Refac Technology Development Corporation, American Biltrite, Inc., Congoleum Corporation and MovieFone, Inc. HOWARD B. WEINREICH, 54, has been General Counsel of the Company for more than the past five years and has been employed in executive capacities by the Company since 1981. JACK EGAN, 47, has been the Vice President - Corporate Accounting for the Company for more than the past five years and has been employed in executive capacities by the Company since 1992. DANIEL G. HALLIHAN, 48, has been Vice President - Accounting Operations for the Company for more than the past five years and has been employed in executive capacities by the Company since 1992. 2 3 LUDWIG M. GUARINO, 45, has been Treasurer of the Company since January 1994. For more than five years prior thereto, he served as Assistant Treasurer of the Company. William and Jerome Shaw are brothers. There are no other family relationships among the directors or executive officers of the Company. Directors serve until the second Annual Meeting of the Shareholders of the Company following their election. The terms of office of Messrs. William Shaw, Jerome Shaw and James J. Groberg expire at the Company's 1997 Annual Meeting of Shareholders (which the Company anticipates will be held in June 1997), while the terms of office of Messrs. Irwin B. Robins, Mark N. Kaplan and John R. Torell expire at the Company's 1998 Annual Meeting of Shareholders or, in each case, until the election and qualification of their respective successors. Directors may only be removed by vote of the shareholders for cause. Each executive officer is scheduled to hold office until the 1997 Annual Meeting of Directors, which is scheduled to be held immediately after the 1997 Annual Meeting of Shareholders. Any executive officer may be removed by the Board of Directors either with or without cause. There are no understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected as such. Messrs. William Shaw, Jerome Shaw and Irwin B. Robins are parties to employment agreements with the Company. See "Employment Agreements" in Item 11., Executive Compensation. SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than 10% of the Company's common stock, to file initial reports of ownership, and reports of changes of ownership, of the Company's equity securities with the Securities and Exchange Commission and furnish copies of those reports to the Company. Based solely on a review of copies of the reports furnished to the Company, or written representations that no reports were required, the Company believes that all reports required to be filed by such persons with respect to the Company's fiscal year ended November 1, 1996 were timely filed. 3 4 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information concerning the compensation for services rendered in all capacities to the Company and its subsidiaries during the fiscal years ended November 1, 1996, November 3, 1995 and October 28, 1994 of the Company's Chief Executive Officer and each of the four other executive officers of the Company who received the highest cash compensation during the year ended November 1, 1996. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION SECURITIES UNDERLYING ANNUAL COMPENSATION ALL OTHERS ALL OTHER PRINCIPAL POSITION YEAR SALARY (1) BONUS OPTIONS (2) COMPENSATION (3) ------------------ ---- ---------- ----- ----------- ---------------- William Shaw, 1996 $355,000 39,000 $716 President and 1995 348,365 1,631 Chief Executive Officer 1994 330,000 1,571 Jerome Shaw, 1996 355,000 39,000 716 Executive Vice President 1995 348,365 1,894 1994 330,000 1,571 James J. Groberg, 1996 270,799 $65,000 23,000 358 Senior Vice President and 1995 240,528 15,000 1,651 Chief Financial Officer 1994 161,589 10,000 23,000 1,260 Irwin B. Robins, 1996 220,155 10,000 23,000 477 Senior Vice President 1995 214,135 10,000 1,907 1994 202,500 5,000 1,452 Howard B. Weinreich, 1996 161,589 7,500 9,000 358 General Counsel 1995 154,915 7,500 1,781 1994 145,167 5,000 1,051
(1) Includes compensation deferred under the Company's deferred compensation plan and under Section 401(k) of the Internal Revenue Code of 1986, as amended. (2) Includes options to purchase the following number of shares of common stock of the Company's 59% - owned subsidiary, Autologic Information International: William Shaw, 9,000; Jerome Shaw, 9,000; James J. Groberg, 5,000; Irwin B. Robins, 5,000; and Howard B. Weinreich, 3,000. See "Option Grants in Last Fiscal Year", below. (3) Amounts in fiscal 1996 represent premiums paid under the Company's group life insurance policy. Contributions by the Company, and forfeitures of interests of terminated employees, under the Company's Employee Stock Ownership Plan for fiscal 1996 have not been allocated to date. Allocated contributions and forfeitures for fiscal 1995 and 1994 are included in those respective years. 4 5 EMPLOYMENT AGREEMENTS The Company is a party to employment agreements dated as of May 1, 1987 with William Shaw and Jerome Shaw. The agreements, as amended, provide for their continued employment in their respective present executive capacities at an annual base salary, which is presently $355,000 (subject to increases and additional compensation, including bonuses, from time to time, at the discretion of the Board of Directors), until the April 30 which is five years next following the giving by either the Company or the executive of notice to terminate such employment. The agreements also provide for service thereafter for the remainder of the executive's life as a consultant to the Company for annual consulting fees equal to 75% for the first ten years of the consulting period, and 50% for the remainder of the consulting period, of his base salary as in effect immediately prior to the commencement of the consulting period. Upon the death of the executive, the Company will pay to his beneficiary a death benefit equal to three times his annual base salary at the date of death (if his death shall have occurred while employed as an executive), 2.25 times his annual base salary at the end of his employment as an executive (if his death shall have occurred during the first ten years of the consulting period) or 1.5 times his annual base salary at the end of his employment as an executive (if his death shall have occurred during the remainder of the consulting period). Each employment agreement permits the executive to accelerate the commencement of the consulting period if a "change in control" (as defined in the agreements) of the Company shall occur or if the Company's office where the executive presently performs his principal services shall be relocated to a different geographic area. The Company is also a party to an employment agreement dated as of May 1, 1987, as amended, with Irwin B. Robins, providing for his continued employment as Senior Vice President and head of the Company's Legal Department until April 30, 1998. Pursuant to the agreement, Mr. Robins is entitled to receive an annual base salary, which is presently $225,000 (subject to increases and additional compensation, including bonuses, from time to time, at the discretion of the Board of Directors). The agreement also provides that, if a "change in control" (as defined in the agreement) of the Company shall occur and thereafter Mr. Robins shall elect to terminate his employment within two years after the occurrence of certain events (which generally are adverse changes in his compensation, position, function or location), or if his employment shall be terminated by the Company for any reason other than death, incapacity or "cause" (as defined in the agreement), Mr. Robins will be entitled to receive (a) his regular compensation, including benefits, through the date on which his employment terminates and (b) a lump-sum payment in an amount equal to 2.99 times his "base amount" (as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986). Mr. Robins will not be obligated to mitigate the payment with any compensation received from other employment and will not be required to seek any such other employment for mitigation purposes. Under the three employment agreements described above, William Shaw, Jerome Shaw and Irwin B. Robins are prohibited from engaging in any business competitive with the Company, competing with the Company for its customers or encouraging employees of the Company to leave their employment. These restrictions apply for the duration of the respective agreements and for one year thereafter if the executive's employment shall have been terminated by the Company "for cause" (as defined in his agreement). William Shaw and Jerome Shaw will not be bound by these restrictions after a "change in control" (as defined) of the Company shall have occurred if, during their respective consulting periods, they shall elect to terminate their respective employment agreements and thereby relinquish any further payments or other benefits thereunder. 5 6 OPTION GRANTS IN LAST FISCAL YEAR The following table contains information concerning options granted during the Company's 1996 fiscal year to the executive officers named in the Summary Compensation Table by the Company and its 59% - owned subsidiary, Autologic Information International, Inc. ("Autologic"): - -------------------------------------------------------------------------------- INDIVIDUAL OPTIONS ------------------------------------------
POTENTIAL REALIZABLE VALUE ASSUMING ANNUAL RATES OF STOCK UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION OPTION EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM (3) NAME GRANTED(1) FISCAL YEAR (2) PER SHARE DATE 5% 10% - ------------ ---------- --------------- ---------- ----------- --- --- WILLIAM SHAW 30,000 6.3 % $38.13 8/26/06 $719,298 $1,822,843 9,000 6.7 % 13.20 1/21/01 19,038 53,135 JEROME SHAW 30,000 6.3 % 27.13 4/22/06 511,763 1,296,908 9,000 6.7 % 13.20 1/21/01 19,038 53,135 JAMES J. GROBERG 18,000 3.8 % 27.13 4/22/06 307,058 778,145 5,000 3.7 % 12.00 1/29/06 37,734 95,625 IRWIN B. ROBINS 18,000 3.8 % 27.13 4/22/06 307,058 778,145 5,000 3.7 % 12.00 1/29/06 37,734 95,625 HOWARD B. WEINREICH 6,000 1.3 % 27.13 4/22/06 102,353 259,382 3,000 2.2 % 12.00 1/29/06 22,460 57,375 - -------------
(1) The options reflected on the first line adjacent to each optionee's name were granted under the Company's 1995 Non-Qualified Stock Option Plan (the "Company Plan"). Each option was granted at an exercise price equal to 100% of the market value of the Company's common stock on the date of grant and is exercisable at any time during its ten-year term, commencing one year following the date of grant, subject to earlier termination at specified times following termination of employment, death or disability. The options reflected on the second line under each optionee's name were granted under Autologic's 1995 Employee Incentive Stock Option Plan (the "Autologic Plan"). Each option was granted at an exercise price equal to 100% (110% in the case of William & Jerome) Shaw of the market value of Autologic's common stock on the date of grant and is exercisable at any time during its term, commencing one year following the date of grant, subject to earlier termination at specified times following termination of employment with Volt, death or disability. (2) The percentages reflect, in the case of options granted under the Company Plan, the percent of total options granted to all employees of the Company during fiscal 1996 and, in the case of the Autologic Plan, the percent of total options granted to all employees of Autologic during fiscal 1996. (3) These values are hypothetical values using assumed compound growth rates prescribed by the Securities and Exchange Commission and are not intended to forecast possible future appreciation, if any, in the market price of the Company's common stock. 6 7 STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES The following table sets forth certain information concerning common stock of the Company acquired upon the exercise of stock options (no options to purchase common stock of Autologic were exercised) during the Company's fiscal year ended November 1, 1996, and common stock of the Company and Autologic subject to unexercised options held at November 1, 1996, by the executive officers named in the Summary Compensation table .
NUMBER OF SHARES VALUE OF UNDERLYING IN-THE-MONEY UNEXERCISED OPTIONS OPTIONS AT FISCAL AT FISCAL SHARES YEAR-END YEAR-END ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/ NAME ON EXERCISE REALIZED (1) UNEXERCISABLE) UNEXERCISABLE) (2) ---- ----------- ------------ --------------- ------------------ William Shaw - - 109,000/30,000 $3,025,000/56,250 Jerome Shaw - - 109,000/30,000 3,025,000/386,250 James J. Groberg 800 $13,600 5,000/18,000 - /231,750 Irwin B. Robins - - 5,000/18,000 - /231,750 Howard B. Weinreich 3,600 54,975 5,000/6,000 54,240/77,250
(1) Represents the closing price of the Company's common stock reported by The Nasdaq Stock Market's National Market ("NASDAQ/NMS") on the dates of exercise of the option, minus the option exercise price. None of the options to purchase common stock of Autologic were exercised. (2) Represents the closing sale price of the Company's common stock as reported by NASDAQ/NMS on November 1, 1996, minus the option exercise price. None of the options to purchase common stock of Autologic were in-the-money. STANDARD COMPENSATION OF DIRECTORS Each director of the Company who is not an officer or employee of the Company receives a director's fee at the annual rate of $25,000 and is also reimbursed for out-of-pocket expenses. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION To date, all decisions regarding the compensation of executive officers have been made by the entire Board of Directors. Accordingly, William Shaw, Jerome Shaw, Irwin B. Robins and James J. Groberg, executive officers of the Company, and Mark N. Kaplan (a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom, which was retained by the Company during the Company's 1996 fiscal year and is being retained during the Company's 1997 fiscal year) participated in deliberations of the Company's Board of Directors concerning executive officer compensation during the year ended November 1, 1996. Each executive officer who is also a director does not participate in deliberations as to his own compensation. 7 8 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information, as of February 23, 1997 (except as noted below), with respect to the beneficial ownership of the Company's common stock, its only class of voting or equity securities, by (a) each person who is known to the Company to own beneficially more than five percent of the Company's outstanding shares of common stock, (b) each of the directors of the Company, (c) each of the executive officers named in the Summary Compensation Table and (d) executive officers and directors as a group:
NAME AND ADDRESS AMOUNT AND NATURE OF BENEFICIAL OF BENEFICIAL PERCENT OF OWNER OWNERSHIP(1) CLASS (2) ----- ------------ --------- William Shaw 2,486,952 (3) (4) 25.6% 1221 Avenue of the Americas New York, NY 10020-1579 Jerome Shaw 2,188,184 (3) (5) 22.6% 2401 N. Glassell Street Orange, CA 92665 Westport Asset Management, Inc. 546,350 (6) 5.6% 253 Riverside Avenue Westport, CT 06880 James J. Groberg 19,957 (3) * Irwin B. Robins 34,698 (3) * John R. Torell, III 2,000 * Mark N. Kaplan 2,000 * Howard B. Weinreich 10,011 (3) * All Executive Officers and Directors as a Group 4,750,651 (3) (7) 49.0% (10 persons including the foregoing)
(1) Except as noted, the named beneficial owners have sole voting and dispositive power with respect to their respective beneficially owned shares. Includes shares held for the account of executive officers under the Company's Employee Stock Ownership Plan as at May 31, 1996 (the latest date as of which information is available) and under the Company's 401(k) Savings Plan. (2) Asterisk indicates less than 1%. Shares reflected as owned by a person but which are issuable upon exercise of options are considered outstanding only for the purpose of computing the percentage of outstanding common stock which would be owned by the optionee if the options were exercised, but (except for the calculation of the beneficial ownership by all executive officers and directors as a group) are not considered outstanding for the purpose of computing the percentage of outstanding common stock owned by any other person. 8 9 (3) Includes shares issuable upon the exercise of the portion of options granted by the Company which were exercisable on or within 60 days of February 23, 1997 as follows: William Shaw, 100,000; Jerome Shaw, 130,000; James J. Groberg, 18,000; Irwin B. Robins, 18,000; Howard B. Weinreich, 6,000; and all executive officers and directors as group, 275,000. (4) Includes 66,374 shares owned of record by Mr. Shaw as sole trustee of a trust for the benefit of his wife, as to which shares Mr. Shaw disclaims beneficial ownership. (5) Includes (i) 1,872,552 shares owned of record by Mr. Shaw and his wife as trustees of a revocable trust for their benefit, as to which they have shared voting and investment power (pursuant to the terms of the trust, Mr. Shaw may demand that these shares be transferred to him at any time) and (ii) 157,500 shares owned of record by Mr. Shaw and his wife as trustees of a trust for the benefit of one of their children, as to which Mr. and Mrs. Shaw may be deemed to have shared voting and investment power (the inclusion of which 157,500 shares is not an admission of beneficial ownership thereof by Mr. Shaw). Excludes 4,500 shares owned of record by Mr. Shaw's wife, as to which Mr. Shaw disclaims beneficial ownership. (6) Based on Schedule 13G dated February 13, 1997 filed by Westport Asset Management, Inc. ("Westport"), an investment advisor registered under the Investment Advisors Act of 1940, containing information as at December 31, 1996. According to the Schedule 13G, Westport has shared voting power and shared dispositive power with respect to 529,550 of these shares. Most of the shares are held in certain discretionary managed accounts of Westport, but the Schedule 13G reports that certain shares are beneficially owned by officers and shareholders of Westport who disclaim the existence of a group. (7) Excludes 4,500 shares owned beneficially by the spouse of an executive officer and director, as to which shares such executive officer and director disclaims beneficial ownership. 9 10 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mark N. Kaplan, a director of the Company, is a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom, which firm has been retained by the Company during the year ended November 1, 1996 and is being retained by the Company during the Company's current fiscal year. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOLT INFORMATION SCIENCES, INC. Dated: February 27, 1997 By: /s/Jack Egan New York, New York ---------------------- Jack Egan, Vice President Corporate Accounting 10 -----END PRIVACY-ENHANCED MESSAGE-----