<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(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 No. 0-3223
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3855697
- - - - ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1050 Rancho Conejo Boulevard, Thousand Oaks, CA 91320
- - - - ------------------------------------------------ -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 498-9611
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($0.01 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 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. [ ]
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 $12,000,000
(based on the number of shares outstanding on that date exclusive of all shares
held beneficially by Registrant's 59% shareholder and executive officers,
directors and their spouses, without conceding that all such persons are
"affiliates" of the Registrant).
The number of shares of common stock outstanding as of January 17, 1997 was
5,783,370.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is quoted on The Nasdaq Stock Market's National
Market (NASDAQ Symbol--AIII). The following table sets forth the high and low
bid prices of the Company's common stock for the Company's two fiscal years
ended November 1, 1996 and November 3, 1995 (periods prior to the second quarter
of fiscal 1996 reflect market prices of Triple-I on a "stand alone" basis), as
reported by Nasdaq, and reflects interdealer prices, without retail mark-up,
mark-down or commission:
<TABLE>
<CAPTION>
Fiscal Fiscal
Fiscal Period 1996 1995
----------------------------- -------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter $ 12 $ 9 $ 9 $ 7 3/4
Second Quarter 12 7 3/4 8 1/4 7 1/4
Third Quarter 8 1/2 7 1/2 11 1/4 7 1/2
Fourth Quarter 8 1/2 5 1/2 11 9 1/4
</TABLE>
Fiscal quarters end on the Friday nearest January 31, April 30, July 31 and
October 31.
The approximate number of record holders of the Company's common stock at
January 17, 1997 was 752.
No dividends have been declared by AII or Triple-I during the fiscal years
presented.
The Company does not anticipate paying cash dividends, but intends to retain any
future earnings for reinvestment in its business. Any future determination to
pay cash dividends will be at the discretion of the Company's Board of Directors
and will be dependent upon the Company's financial condition, results of
operations, capital requirements, terms of any debt instruments then in effect
and such other factors as the Company's Board of Directors may deem relevant.
Pursuant to the Merger Agreement, on January 29, 1996, the Company issued
3,333,000 shares of common stock to Volt in consideration for the merger of
Autologic into the Company and the transfer of Volt's foreign subsidiaries
engaged in Autologic operations to the Company. On January 29, 1996, the Company
issued 4,000 shares of common stock to Volt pursuant to the anti-dilution
provisions of the Merger Agreement as a result of the exercise by employees of
Triple-I of options granted prior to the Merger, which options were assumed by
the Company. The shares were issued to Volt pursuant to the exemption from the
registration provisions of the Securities Act of 1933, as amended, afforded by
Section 4(2) of such Act.
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
WILLIAM SHAW, 72, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since September 1995, and has served as a
director of the Company since November 1995. Mr. Shaw is a founder of Volt,
serving as its President and Chairman of the Board for more than the past five
years, and has been employed in executive capacities by Volt and its
predecessors for over forty years. He has served as a director of Volt since its
formation in 1957.
DENNIS D. DOOLITTLE, 52, has been Vice Chairman of the Board of Directors and
Chief Operating Officer of the Company since January 1996, and has served as a
director of the Company since November 1995. Mr. Doolittle served as President
of Autologic from 1990 until the Merger. Prior thereto, he served as Senior Vice
President-Engineering (from 1989 to 1990) and Vice President-Engineering (from
1986 to 1989) of Autologic.
ANTHONY F. MARRELLI, 49, joined the Company in November 1996 and was elected
Vice President and Chief Financial Officer in January 1997. Prior to joining the
Company, Mr. Marrelli served as Chief Financial Officer for Knight Equipment,
Inc. (a manufacturer of detergent dispensing equipment) from July 1995 to
November 1996. From August 1992 until June 1995, Mr. Marrelli was Corporate
Controller for M.C. Gill Corporation (a manufacturer of composite panels for
commercial airlines) and prior thereto was Vice President and Corporate
Controller for Sunclipse, Inc. (a paper goods manufacturer and distributor) from
February 1985 until July 1992. Mr. Marrelli is a Certified Public Accountant in
the State of California.
<PAGE> 3
JAMES J. GROBERG, 68, has been a director of the Company since September 1995.
He has been a Senior Vice President and the Chief Financial Officer of Volt for
more than the past five years and has been employed in executive capacities by
Volt since 1985 and from 1973 to 1981.
PAUL H. MCGARRELL, 68, has served as a director of the Company since January
1996. Mr. McGarrell served as President of Autologic from 1987 to 1990, when he
retired. From 1990 until November 1995, Mr. McGarrell acted as a consultant to
Autologic while serving as Chairman.
RALPH S. ROTH, 70, has been a director of the Company since January 1996. He was
a director of Triple-I from 1990 until the Merger. Since 1989, when he retired,
Mr. Roth has occasionally provided consulting services to various companies,
including the Company.
JEROME SHAW, 70, has been a director of the Company since January 1996. He is a
founder of Volt, serving as its Executive Vice President and Secretary for more
than the past five years, and has been employed in executive capacities by Volt
and its predecessors since 1950. He has served as a director of Volt since its
formation in 1957.
LEROY BELL, 62, has been a director of the Company since August 1996. Mr. Bell
was a director of Triple-I from 1990 until the Merger and was Vice President of
Customer Support for Triple-I from 1979 until his retirement in 1994. Mr. Bell
has also been President of B & B Vending Machines, Inc. (a vending machine
service company) since July 1995.
ALDEN L. EDWARDS, 54, has been a director of the Company since January 1996. He
served as President of the Company from January 1996 until February 28, 1997
(when he resigned) and of Triple-I from May 1995 until the Merger, after joining
Triple-I as a Senior Vice President and a consultant in January 1995. Prior to
joining Triple-I, Mr. Edwards owned and operated A.E. Consulting, a consulting
firm. From 1986 to 1991, when he retired, he was the President and Chief
Executive Officer of System Integrators, Inc., a developer of editorial and
classified advertising systems, also serving as its Chairman from 1989 and Vice
President of Sales and Marketing from 1982 to 1986.
BRIAN LECLAIR, 48, has been a director of the Company since December 1996. Mr.
LeClair has been a practicing attorney for nearly twenty-five years. Since
January 1996, he has been a partner in the Boston law firm of Mahoney, Hawkes &
Goldings and for more than ten years prior thereto, he was a partner with the
Boston law firm of Fordham & Starrett, which merged into Mahoney, Hawkes &
Goldings in January 1996. Those firms represented Triple-I for a number of years
prior to the Merger in connection with corporate, securities and transactional
matters, as well as business disputes.
William Shaw and Jerome Shaw are brothers. There are no other family
relationships among the directors or executive officers of the Company.
Directors hold office until the next annual meeting of stockholders and until
their respective successors are elected and qualified, or until earlier
resignation or removal. Officers are elected annually by, and serve at the
pleasure of, the Board of Directors. Dennis Doolittle is a party to an
Employment Agreement with the Company. See "Employment and Termination
Agreements" in Item 11. Executive Compensation.
VOTING AGREEMENT
Charles Ying, Leroy Bell, John Kountz and Ralph Roth, who were stockholders of
Triple-I at the time of the Merger, and Volt are parties to a Shareholders'
Stock Voting Agreement (the "Voting Agreement") that provides that, during the
first two years following the Merger, Volt and the other parties to the Voting
Agreement will vote their shares of the Company's common stock to elect Messrs.
Ying, Kountz, Roth and Edwards (or, if any ceases to be a director, a
replacement director selected by Mr. Ying or his successor under the Voting
Agreement) and Messrs. William Shaw, Jerome Shaw, Groberg and Doolittle (or, if
any ceases to be a director, a replacement director selected by Mr. William Shaw
or his successor under the Voting Agreement). In addition, the parties to the
Voting Agreement are to elect a ninth director who is to be selected by Mr.
William Shaw or his successor after consultation with (but not subject to the
approval of) Mr. Ying or his successor. Paul McGarrell, who at one time was
President of Autologic and was a consultant to Autologic at the time of the
Merger, was designated as the ninth director. Leroy Bell has replaced Mr. Ying
(who resigned) as a director and Brian LeClair has replaced Mr. Kountz (who
died) as a director of the Company. After expiration of the Voting Agreement,
Volt, as the holder of a majority of the Company's common stock, will be able to
elect all of the directors of the Company.
<PAGE> 4
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 reports received by 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 made.
ITEM 11 -- EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for services
rendered in all capacities to the Company and its subsidiaries (including for
Autologic and Triple-I prior to the Merger for services rendered to those
companies and their subsidiaries) during the fiscal years ended November 1,
1996, November 3, 1995 and October 28, 1994 by the Company's Chief Executive
Officer and each of the other executive officers of the Company at November 1,
1996 who received cash compensation in excess of $100,000 during the year ended
November 1, 1996:
<TABLE>
<CAPTION>
Long-Term
Compensation
Securities
Underlying All other
Principal Position Year Salary (1) Bonus Options (#) Compensation
- - - - ------------------ ---- ---------- ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
William Shaw, 1996 -- -- 9,000 --
Chairman of the Board and 1995 -- -- -- --
Chief Executive Officer(2) 1994 -- -- -- --
Dennis D. Doolittle, 1996 $ 192,783 -- 10,000 --
Vice Chairman of the Board 1995 145,018 $ 5,000 -- $1,404(3)
and Chief Operating Officer 1994 145,018 5,000 -- 651(3)
Alden L. Edwards, 1996 $ 153,081 20,111 10,000 --
President(4) 1995 83,337 125,343 50,000 --
1994 -- -- -- --
</TABLE>
(1) Includes amounts deferred under Section 401(k) of the Internal Revenue
Code of 1986, as amended.
(2) Except for the options granted by the Company, all of Mr. Shaw's
compensation has been paid by Volt for services rendered in all
capacities to Volt, which has a number of subsidiaries including the
Company (and, prior to the Merger, Autologic). It is not feasible to
allocate any portion of Mr. Shaw's cash compensation to the Company and
none is borne by the Company.
(3) Represents contributions by Volt (including an allocable share of
terminated employees unvested contributions) under Volt's Employee Stock
Ownership Plan prior to the Merger for Mr. Doolittle with respect to
services rendered to Autologic. Allocations for fiscal 1996 prior the to
the Merger have not been made to date.
(4) Mr. Edwards, who resigned on February 28, 1997, joined Triple-I as Senior
Vice President and a consultant in January 1995. The amount included as
salary for Mr. Edwards in Fiscal 1995 represents consulting fees. Amounts
reflected as bonuses represent commissions based on sales. Options
granted to Mr. Edwards in fiscal 1995 were granted by Triple-I to
purchase common stock of Triple-I, were assumed by the Company under the
Merger Agreement and now represent options to purchase the same number of
shares of the Company's common stock.
<PAGE> 5
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted during the
year ended November 1, 1996 by the Company to the executive officers named in
the Summary Compensation Table:
<TABLE>
<CAPTION>
- - - - ------------------------------------------------------------------------------------------------------------------------
Individual Options
- - - - ------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Number of Percent of Stock Price
Shares Total Options Appreciation for
Underlying Granted to Exercise Option Term (2)
Options Employees in Price Expiration -------------------------
Name Granted(1) Fiscal Year Per Share Date 5% 10%
- - - - ---- ---------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
William Shaw 9,000 6.7% $ 13.20 01/29/01 $ 19,038 $ 53,135
Dennis D. Doolittle 10,000 7.4% $ 12.00 01/29/06 $ 75,467 $ 191,249
Alden L. Edwards 10,000 7.4% $ 12.00 01/29/06 $ 75,467 $ 191,249
</TABLE>
(1) Each option was granted at an exercise price equal to 100% (110% in the
case of Mr. Shaw) of the market value of the shares on the date of
grant and is exercisable at any time during its ten-year term (a
five-year term in the case of Mr. Shaw) commencing one year after the
date of grant, subject to earlier termination at specified times
following termination of employment, death or disability.
(2) These 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.
AGGREGATED YEAR-END OPTION VALUES
None of the executive officers of the Company named in the Summary Compensation
Table exercised stock options to purchase shares of the Company's common stock
during fiscal 1996. The following table sets forth certain information as at
November 1, 1996 concerning the shares subject to unexercised options to
purchase common stock of the Company (including, in the case of Mr. Edwards, an
option to purchase shares of Triple-I common stock granted by Triple-I for
services rendered to Triple-I prior to the Merger, which option was assumed by
the Company pursuant to the Merger Agreement) held by the executive officers
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at Fiscal at Fiscal
Year-End Year-End
(Exercisable/ (Exercisable/
Name Unexerciseable) Unexercisable)
- - - - ---- --------------- --------------
<S> <C> <C>
William Shaw 0/ 9,000 $0/0
Dennis D. Doolittle 0/10,000 $0/0
Alden L. Edwards 50,000/10,000 $0/0
</TABLE>
<PAGE> 6
STANDARD COMPENSATION OF DIRECTORS
Each director who is not an employee of either the Company or Volt (Messrs.
Leroy Bell, Brian LeClair, Paul H. McGarrell and Ralph S. Roth) receives a
director's fee at an annual rate of $15,000 plus $1,000 for each meeting of the
Board of Directors attended other than telephonically. Such directors are also
reimbursed by the Company for their reasonable out of pocket expenses incurred
in attending meetings and performing services on behalf of the Company.
On January 30, 1996, Messrs. William Shaw, Jerome Shaw and James J. Groberg,
executive officers and key employees of Volt, were granted options to purchase
9,000, 9,000 and 5,000 shares, respectively, of the Company's common stock under
the Company's 1995 Employee's Incentive Stock Option Plan, which permits the
grant of options to key employees of the Company, its subsidiaries and parents
(including Volt). The exercise prices of the options granted to William Shaw and
Jerome Shaw are $13.20 per share, 110% of the market value of the Company's
common stock on the date of grant, and the exercise price of the option granted
to Mr. Groberg is $12.00 per share, 100% of the market value of the Company's
common stock on that date. Each option is exercisable at any time during its
five year term (ten years in the case of Mr. Groberg), commencing one year after
the date of grant, subject to earlier termination at specified times following
termination of employment, death or disability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
To date, all decisions regarding the cash compensation payable by the Company to
executive officers of the Company have been made by the Compensation Committee
of the Board of Directors, which consists of all members of the Board other than
Messrs. Doolittle and Edwards. None of the directors serving on the Compensation
Committee receive cash compensation from the Company. To date, all decisions
regarding the granting of stock options by the Company have been made by the
Stock Option Committee of the Board of Directors, which consists of Messrs.
McGarrell, LeClair (who replaced John Kountz on the Committee following Mr.
Kountz's death) and Roth, non-employee directors of the Company. None of the
directors serving on the Stock Option Committee has been granted options to
purchase common stock of the Company or Volt. Mr. LeClair is a partner in the
law firm of Mahoney, Hawkes & Goldings, which firm (and its predecessor) was
retained by the Company during the year ended November 1, 1996 to perform legal
services.
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company was also a party to an Employment Agreement dated as of December 26,
1996 with Dennis D. Doolittle which provides for an indefinite term of
employment subject to termination on three months' notice by either party and an
annual salary of $190,000, plus a bonus in the discretion of the Company's Board
of Directors.
The Company is also a party to an Employment Agreement dated as of January 4,
1996 with Alden L. Edwards which provided for a two-year term of employment from
the date of the Merger (subject to possible extension and earlier termination)
at an annual salary of $200,000, plus a bonus in the discretion of the Company's
Board of Directors. Mr. Edwards, resigned as President of the Company on
February 28, 1997, and he will receive six month's severance pay.
<PAGE> 7
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of February 28, 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 in
Item 11, above, and (d) executive officers and directors as a group:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of of Beneficial Of
Beneficial Owner Ownership(1) Class(2)
- - - - ---------------- ------------ --------
<S> <C> <C>
Volt Information Sciences, Inc.(3) 3,399,500(3) 58.7%
Fidelity International Ltd. 372,057(4) 6.4%
FMR Corp. 189,671(4) 3.3%
Fidelity American Special
Situations Trust 50,048(4) *
Leroy Bell -- --
Dennis D. Doolittle 12,500(5) *
Alden L. Edwards 62,000(5) 1.1%
James J. Groberg 5,000(5)(6) *
Brian LeClair -- --
Paul H. McGarrell -- --
Ralph S. Roth 9,000(5) *
Jerome Shaw 9,000(5)(6) *
William Shaw 9,000(5)(6) *
All Executive Officers and
Directors as a group (10 persons) 106,500(5)(6) 1.8%
</TABLE>
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their respective beneficially owned
shares.
(2) Asterisk indicates less than 1%. Shares reflected as owned by a person
but which are issuable are considered outstanding only for the purpose
of computing the percentage of outstanding common stock which would be
owned by the person to whom such shares are issuable, but (except for
the calculation of 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.
(3) Owned of record by NUCO I, Ltd., a wholly-owned subsidiary of Volt. The
address of NUCO I, Ltd. and Volt is 1221 Avenue of the Americas, New
York, New York 10020. Includes 4,000 shares issuable pursuant to the
Merger Agreement by virtue of the exercise of options which had been
granted by Triple-I prior to the Merger. See Item 13, below.
(4) The Company has been advised that these shares (which represent an
aggregate of 10.6% of the Company's outstanding common stock) are
owned by the following for their respective own accounts: (i) 372,057
shares by Fidelity International Limited ("FIL"), whose address is
Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda; (ii) 189,671 shares by
FMR Corp. ("FMR"), whose address is 82 Devonshire Street, Boston,
Massachusetts 02109; and (iii) 50,048 shares by Fidelity American
Special Situations Trust ("FASST"), whose address is Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda. The Company has also been advised
that a subsidiary of FIL and a subsidiary of FMR are the advisor and
sub-advisor, respectively, of FASST; that FIL and FMR own
beneficially, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the shares owned by FASST; and that, while
there is significant common ownership of the voting stock of FIL and
FMR and some common directors, FIL and FMR is each of the view that
it is not acting together with the other as a "group" regarding the
shares beneficially owned by it and it is not required to include in
the number of shares it beneficially owns for purposes of Section
13(d) of the Securities Exchange Act of 1934 the shares beneficially
owned by the other.
(5) Includes shares issuable upon the exercise of options granted by the
Company or Triple I (and assumed by the Company), each of which is
exercisable in full, as follows: Dennis D. Doolittle, 10,000; Alden L.
Edwards, 60,000; James J. Groberg, 5,000; Ralph S. Roth, 8,000; Jerome
Shaw, 9,000; William Shaw, 9,000; and all executive officers and
directors as a group, 101,000.
(6) Excludes the shares owned by Volt. Messrs. William Shaw, Jerome Shaw
and James J. Groberg are executive officers and directors of Volt and
Messrs. William Shaw and Jerome Shaw are principal stockholders of
Volt.
<PAGE> 8
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On October 5, 1995, an Agreement and Plan of Merger was entered into among Volt,
Autologic and Triple-I (the "Merger Agreement") pursuant to which Volt, which
owned all of the outstanding stock of Autologic, agreed, among other things, to
merge Autologic into, and transfer the stock of Volt's foreign affiliates which
were engaged in Autologic's operations to, the Company in exchange for 3,333,000
shares of the Company's common stock. In addition, 58,500 shares of Triple-I
common stock owned by Volt were, like all other outstanding shares of Triple-I
common stock, each converted into one share of common stock of the Company. As a
result of the foregoing, Volt acquired 58% of the Company's common stock that
was outstanding immediately following the Merger. Volt's stock ownership in the
Company is through Volt's wholly-owned subsidiary, NUCO I, Ltd. As of the date
the letter of intent related to the Merger was entered into, Triple-I had
outstanding options, granted pursuant to employees' and directors' stock option
plans, to acquire 594,000 shares of Triple-I common stock. The Merger Agreement
provides that, to the extent that shares were issued by Triple-I upon exercise
of such options prior to the Merger or are issued by the Company (which assumed
Triple-I's obligation to issue shares to optionholders) upon exercise of such
options subsequent thereto, Volt is to receive 100 additional shares of common
stock of the Company for every 590 shares of Company common stock issued with
respect to the exercise of such options. To date, the Company has issued 4,000
shares of common stock and is obligated to issue 4,000 additional shares of
common stock to Volt as a result of the exercise of such Triple-I options.
Pursuant to the Merger Agreement, Triple-I, a publicly-held company, was,
pursuant to a vote of Triple-I's stockholders, also merged into the Company with
each of the 2,405,620 outstanding shares of common stock of Triple-I being
exchanged for one share of common stock of the Company. Pursuant to the Merger
Agreement, the Fidelity Entities (see Item 12), as the owners of 658,276 shares
of common stock of Triple-I, and Volt, as the owner of 58,500 shares of common
stock of Triple-I, received (as did all other Triple-I stockholders) in the
Merger a number of shares of common stock of the Company equal to the number of
shares of Triple-I owned by them in exchange for their shares of common stock of
Triple-I. Exclusive of the shares received by Volt, Triple-I's stockholders
(including the Fidelity Entities) received 42% of the Company's common stock
outstanding immediately following the Merger.
Immediately prior to the Merger, Autologic was indebted to Volt in an amount
equal to approximately $89,525,000 for loans made to Autologic (substantially
all of which loans were made prior to 1987), accrued interest thereon (which for
the three months in fiscal 1996 prior to the Merger aggregated approximately
$583,000) and Autologic's proportional (on the basis of assets employed) share
of corporate general and administrative expenses (which aggregated $19,000 for
the three month period in fiscal 1996 preceding the Merger). As part of the
Merger, Volt contributed such amounts to the Company's capital.
Under the Merger Agreement, Volt agreed to provide the Company with credit
facilities of $2,250,000 until January 28, 1998 in such manner as Volt may
determine in its sole discretion, with such credit to be extended at the prime
rate in effect from time to time at The Chase Manhattan Bank. Pursuant to this
arrangement, on January 30, 1997, the Company borrowed $600,000 from Volt, all
of which has been repaid. Interest (which was at the rate of 8.25% per annum)
aggregated $2,034.
As part of the Merger, the Company entered into a three-year lease with Volt
Realty Two, Inc., a wholly-owned subsidiary of Volt (the "Landlord"), pursuant
to which the Company has been leasing approximately 134,000 square feet of space
in Thousand Oaks, California, formerly occupied by Autologic, at a rental which
was initially $6.00 per square foot per year, a rental based upon prevailing
rentals charged in the area at the time the Merger Agreement was entered into.
During the period from the date of the Merger through November 1, 1996, the
Company paid rent to the Landlord aggregating $604,000. Pursuant to the terms of
the lease, as amended in December 1996, the Company's Board of Directors
established a new rental rate based on prevailing rates in the general area,
which resulted in a slight decrease in rent. During the remaining term of the
lease, the Company's Board of Directors may again, unilaterally, but in good
faith and utilizing certain reasonableness standards, redetermine whether there
should be a further increase or decrease in the base rent and/or increase (if
the space is then available) or decrease the amount of rented space. The Company
is also obligated to pay all real estate taxes, insurance, utilities and repairs
related to the facility. For the three months during the fiscal year prior to
the Merger, rent charged to Autologic by the Landlord was $418,000.
Since the Merger, substantially all general and administrative services
previously rendered by Volt to Autologic have been performed by the Company's
internal staff and third party providers, except that, in fiscal 1996 the
Company incurred $27,000 in legal fees to Volt subsequent to the Merger under a
$3,000 a month retainer arrangement that provides the Company access to Volt's
in-house legal staff.
<PAGE> 9
Both the Company and Autologic also have sold equipment and services to Volt for
resale and internal use, which, if for resale, are priced at approximately 80%
of normal end-user prices and, if for internal use, are priced at normal
end-user prices. These sales aggregated approximately $758,000 during the year
ended November 1, 1996. During fiscal 1996, Volt advanced on behalf of the
Company certain insurance premiums (approximately $719,000) and other operating
costs, such as real estate taxes and premiums for foreign currency options and
certain Merger costs (an aggregate of approximately $515,000), for which Volt is
to be reimbursed by the Company at Volt's cost.
As a result of the foregoing, the Company was indebted to Volt in the net amount
of $771,000 at November 1, 1996. The amount of such net advances had been
reduced to $618,000 at January 31, 1997. No interest is being charged by Volt on
this indebtedness.
<PAGE> 10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FROM 8-K
14(a)(1). Financial Statements
The following consolidated financial statements are included in
Item 8:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets--November 1, 1996 and
November 3, 1995 15
Consolidated Statements of Operations--Years ended November 1, 1996,
November 3, 1995 and October 28, 1994 16
Consolidated Statements of Stockholders' Equity--Years ended
November 1, 1996, November 3, 1995 and October 28, 1994 17
Consolidated Statements of Cash Flows--Years ended November 1, 1996,
November 3, 1995 and October 28, 1994 18
Notes to Consolidated Financial Statements. 20
14(a)(2). Financial Statement Schedules
The following consolidated financial statement schedule is included
in response to Item 14(d)
Schedule II--Valuation and qualifying accounts S-1
Other schedule (Nos I, III, IV and V) for which provision is made in
the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are not
applicable and, therefore, have been omitted.
</TABLE>
<PAGE> 11
14(a)(3) Exhibits
<TABLE>
<CAPTION>
Exhibit Description
- - - - ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of October 5, 1995, as amended
as of November 10, 1995 and December 7, 1995, among Volt Information
Sciences, Inc., Autologic Information International, Inc. (formerly
Autologic, Incorporated) and Information International, Inc.
(Incorporated by reference to Appendix I to the Company's Consent
Statement/Prospectus contained in Amendment No. 2 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
4.1 Restated Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 8, 1995.
(Incorporated by reference to Exhibit No. 4.1 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278).
4.2 Amended and Restated Bylaws of the Company. (Incorporated by reference
to Exhibit No. 4.2 in the initial filing of the Company's Registration
Statement on Form S-4, No. 333-99278).
10.1(a)+ Employment Agreement between the Company and Alden Edwards.
(Incorporated by reference to Exhibit 10.1(a) to Amendment No. 1 to
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.1(b)+ Employment Agreement between the Company and Dennis Doolittle.
(Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(a)+ Triple-I's 1976 Employee's Incentive Stock Option Plan, as extended,
amended and assumed by the Company. (Incorporated by reference to
Exhibit 10.2(a) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.2(b)+ Triple-I's 1985 Director's Stock Option Plan as assumed by the
Company. (Incorporated by reference to Exhibit 10.2(b) to Amendment
No. 1 to the Company's Registration Statement on Form S-4, No.
333-99278.)
10.2(c)+ The Company's 1995 Stock Option Plan. (Incorporated by reference to
Exhibit 10.2(c) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.3 Lease between the Company and Volt Realty Two, Inc. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
10.4 Shareholders' Stock Voting Agreement among Volt Information Sciences,
Inc., Charles Ying, Leroy Bell, John Kountz and Ralph Roth.
(Incorporated by reference to Exhibit 10.4 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.5 Registration Rights Agreement between Volt Information Sciences, Inc.
and the Company. (Incorporated by reference to Exhibit 10.5 to
Amendment No. 1 to the Company's Registration Statement on Form S-4,
No. 333-99278.)
10.6 Registration Rights Agreement among Fidelity International Limited,
FMR Corp., American and Fidelity Special Situations Trust and the
Company. (Incorporated by reference to Exhibit 10.6 to Amendment No. 2
to the Company's Registration Statement on Form S-4, No. 333-99278.)
21.1* Subsidiaries of the Company.
23.1** Consent of Ernst & Young LLP.
27* Financial Data Schedule
</TABLE>
- - - - ----------------------
* Filed with the initial filing of this report.
** Filed herewith
+ Management contract or compensation plan or arrangement
<PAGE> 12
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
- - - - ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of October 5, 1995, as amended
as of November 10, 1995 and December 7, 1995, among Volt Information
Sciences, Inc., Autologic Information International, Inc. (formerly
Autologic, Incorporated) and Information International, Inc.
(Incorporated by reference to Appendix I to the Company's Consent
Statement/Prospectus contained in Amendment No. 2 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
4.1 Restated Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 8, 1995.
(Incorporated by reference to Exhibit No. 4.1 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278).
4.2 Amended and Restated Bylaws of the Company. (Incorporated by reference
to Exhibit No. 4.2 in the initial filing of the Company's Registration
Statement on Form S-4, No. 333-99278).
10.1(a)+ Employment Agreement between the Company and Alden Edwards.
(Incorporated by reference to Exhibit 10.1(a) to Amendment No. 1 to
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.1(b)+ Employment Agreement between the Company and Dennis Doolittle.
(Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(a)+ Triple-I's 1976 Employee's Incentive Stock Option Plan, as extended,
amended and assumed by the Company. (Incorporated by reference to
Exhibit 10.2(a) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.2(b)+ Triple-I's 1985 Director's Stock Option Plan as assumed by the
Company. (Incorporated by reference to Exhibit 10.2(b) to Amendment
No. 1 to the Company's Registration Statement on Form S-4, No.
333-99278.)
10.2(c)+ The Company's 1995 Stock Option Plan. (Incorporated by reference to
Exhibit 10.2(c) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.3 Lease between the Company and Volt Realty Two, Inc. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
10.4 Shareholders' Stock Voting Agreement among Volt Information Sciences,
Inc., Charles Ying, Leroy Bell, John Kountz and Ralph Roth.
(Incorporated by reference to Exhibit 10.4 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278.)
10.5 Registration Rights Agreement between Volt Information Sciences, Inc.
and the Company. (Incorporated by reference to Exhibit 10.5 to
Amendment No. 1 to the Company's Registration Statement on Form S-4,
No. 333-99278.)
10.6 Registration Rights Agreement among Fidelity International Limited,
FMR Corp., American and Fidelity Special Situations Trust and the
Company. (Incorporated by reference to Exhibit 10.6 to Amendment No. 2
to the Company's Registration Statement on Form S-4, No. 333-99278.)
21.1* Subsidiaries of the Company.
23.1** Consent of Ernst & Young LLP.
27* Financial Data Schedule
</TABLE>
- - - - ----------------------
* Filed with the initial filing of this Report.
** Filed herewith
+ Management contract or compensation plan or arrangement
<PAGE> 13
14(b). Reports on Form 8-K
The only Report on Form 8-K filed during the fourth quarter of the year ended
November 1, 1996 was a report dated September 30, 1996 (date of earliest event
reported), reporting Item 5. Other Events and exhibits under Item 7. Financial
Statements and Exhibits.
UNDERTAKING
The Company hereby undertakes to furnish to the Securities and Exchange
Commission, upon request, all constituent instruments defining the rights of
holders of long-term debt of the Company and its consolidated subsidiaries not
filed herewith. Such instruments have not been filed since none are, nor are
being, registered under Section 12 of the Securities Exchange Act of 1934 and
the total amount of securities authorized under any such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.
<PAGE> 14
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.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
Dated: Thousand Oaks, California
February 28, 1997
BY: /s/ Dennis D. Doolittle
---------------------------------------
Dennis D. Doolittle
Vice Chairman of the Board,
Director and Chief Operating
Officer
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 333-12991) pertaining to the 1976 Employees' Incentive Stock
Option Plan and Directors' Stock Option Plan of Information International Inc.
assumed by Autologic Information International, Inc. and (Form S-8 No.
33-11565) pertaining to the 1995 Stock Option Plan of Autologic Information
International, Inc. and to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-11547) and in the related Prospectuses of our
report dated December 19, 1996, with respect to the consolidated financial
statements of Autologic Information International, Inc. included in its Annual
Report on Form 10-K for the year ended November 1, 1996.
ERNST & YOUNG LLP
----------------------------------
ERNST & YOUNG LLP
Woodland Hills, California
February 27, 1997
