SC TO-T/A 1 tm2211751d5_sctota.htm SC TO-T/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) 
of the Securities Exchange Act of 1934

 

(Amendment No. 4)

 

Volt Information Sciences, Inc.
(Name of Subject Company (Issuer))

 

Vega MergerCo, Inc.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of

 

Vega Consulting, Inc.
(Name of Filing Persons (Parent))

 

Rajiv Sardana
(Name of Filing Persons (Affiliate of Parent and Offeror))

 

Common Stock, par value $0.10 per share
(Title of Class of Securities)

 

928703107
(CUSIP Number of Class of Securities)

 

Vega MergerCo, Inc.
c/o Vega Consulting, Inc.
2400 Meadowbrook Parkway
Duluth, Georgia 30096
Attention: Sanjeev Sardana
Telephone:
(770)-493-5588
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

 

With a copy to:

 

Michael J. Cochran
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE
Suite 2800

 

Atlanta, Georgia 30309-4528
(404) 815-6500

 

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:$13,262.01Filing Party: Vega MergerCo, Inc.
     
Form or Registration No.:Schedule TO (File No. 005-02933)Date Filed: March 25, 2022

 

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

xthird-party tender offer subject to Rule 14d-1.

 

¨issuer tender offer subject to Rule 13e-4.

 

¨going-private transaction subject to Rule 13e-3.

 

¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on March 25, 2022 by Vega MergerCo, Inc., a New York corporation (the “Offeror”), Vega Consulting, Inc., a Delaware corporation and the sole stockholder of the Offeror (“Parent”) and Rajiv Sardana, an affiliate of Parent and Offeror. The Schedule TO relates to the tender offer by Offeror for any and all of the outstanding shares of common stock, par value $0.10 per share (“Shares”), of Volt Information Sciences, Inc., a New York corporation (“Volt”), at a price of $6.00 per Share, in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

 

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

 

This Amendment is being filed to amend and supplement Item 11 as reflected below and to amend and supplement Item 12 with an additional exhibit.

 

Item 11.Additional Information.

 

Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented to include the following:

 

“On April 25, 2022 (the “Closing Date”), pursuant to the terms of the Merger Agreement and in accordance with Section 905 of the Business Corporation Law of the State of New York, Parent and Offeror effected a “short form” merger pursuant to which Offeror merged with and into the Company, with the Company surviving the Merger. Upon completion of the Merger, the Company became a wholly owned subsidiary of Parent.

 

On the Closing Date, in connection with the consummation of the Merger, Parent and the Company (i) notified the NYSE that the Merger had been consummated pursuant to its terms, and (ii) requested that the NYSE (x) suspend trading of the Shares effective April 26, 2022 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Exchange Act. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.”

 

Item 12.Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.

 

Description

(a)(5)(C)   Joint Press Release, dated as of April 25, 2022 (incorporated by reference to Exhibit 99.1 to Volt’s Current Report on Form 8-K, filed on April 25, 2022).

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  VEGA CONSULTING, INC.:  
       
    By: /s/ RAJIV SARDANA  
      Name:     Rajiv Sardana  
      Title:    President and Chief Executive Officer  
       
  VEGA MERGERCO, INC.:  
       
    By: /s/ RAJIV SARDANA  
      Name:   Rajiv Sardana  
      Title:     President and Chief Executive Officer  
       
  RAJIV SARDANA:  
       
      /s/ RAJIV SARDANA  

 

Dated: April 25, 2022