<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
VOLT INFORMATION SCIENCES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
VOLT INFORMATION SCIENCES, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
VOLT INFORMATION SCIENCES, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 10, 1994
To the Shareholders of
VOLT INFORMATION SCIENCES, INC.
The Annual Meeting of Shareholders of Volt Information Sciences, Inc. (the
"Company") will be held at Volt Corporate Park, 1st Floor Atrium, 2401 N.
Glassell Street, Orange, California, on Friday, June 10, 1994, at 10:00 A.M.
California time to consider the following:
1. The election of three Class I directors to serve until the 1996 Annual
Meeting of Shareholders and until their respective successors are
elected and qualified;
2. A proposal to ratify the action of the Board of Directors in
appointing Ernst & Young as the Company's independent auditors for the
fiscal year ending October 28, 1994; and
3. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
Only shareholders of record at the close of business on May 12, 1994 will
be entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
be present, kindly fill out and sign the enclosed Proxy exactly as your name
appears on the Proxy, and mail it promptly in order that your vote can be
recorded. A return envelope is enclosed for your convenience and requires no
postage if mailed within the United States. The giving of this Proxy will not
affect your right to vote in person in the event that you find it convenient to
attend the meeting.
By Order of the Board of Directors
Jerome Shaw,
Secretary
Dated: New York, New York
May 19, 1994
<PAGE> 3
VOLT INFORMATION SCIENCES, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
(APPROXIMATE DATE OF MAILING: MAY 19, 1994)
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Volt Information Sciences, Inc., a New York
corporation (the "Company"), of Proxies in the accompanying form ("Proxy" or
"Proxies") for use at the Annual Meeting of Shareholders of the Company to be
held on June 10, 1994 and at any adjournments or postponements thereof (the
"Annual Meeting").
Only holders of record of the Company's Common Stock as of the close of
business on May 12, 1994 are entitled to notice of and to vote at the Annual
Meeting. As of the close of business on such date, there were issued and
outstanding 4,803,026 shares of Common Stock of the Company. Each issued and
outstanding share of such Common Stock is entitled to one vote upon each matter
to be acted upon at the Annual Meeting. The presence, in person or by proxy, of
the holders of 35% of the total issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business.
All Proxies received will be voted in accordance with the specifications
made thereon or, in the absence of specification, (a) for the election of all
nominees named herein to serve as directors and (b) in favor of the proposal to
ratify the appointment of independent auditors. Abstentions and broker non votes
with respect to any matter are not considered votes cast with respect to that
matter, but are counted in determining a quorum. Proxies may be revoked at any
time prior to their exercise by written notification to the Secretary of the
Company at the Company's principal executive offices located at 1221 Avenue of
the Americas, New York, New York 10020, by voting at the Annual Meeting or by
submitting a later dated proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
SHAREHOLDERS, MANAGEMENT AND NOMINEES
The following table sets forth information, as of April 30, 1994 (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
(each of whom is to be nominated for election as a director at, or will continue
as a director after, the Annual Meeting), (c) each of the executive officers
named in the Summary Compensation Table which appears under the caption
"Executive Remuneration" and (d) all directors and officers as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) CLASS(2)
<S> <C> <C>
William Shaw 1,238,747 (3)(4) 25.6%
1221 Avenue of the Americas
New York, NY 10020
Jerome Shaw 1,077,905 (3)(5) 22.2%
2401 N. Glassell St.
Orange, CA 92665
Westport Asset Management, Inc. 274,725 (6) 5.7%
253 Riverside Avenue
Westport, CT 06880
TCW Group, Inc. 244,500 (7) 5.2%
865 South Figueroa Street
Los Angeles, CA 90017
James J. Groberg 10,013 (3) *
Irwin B. Robins 8,689 *
John R. Torell, III 1,000 *
Mark N. Kaplan 1,000 *
Howard B. Weinreich 8,247 (3) *
All Executive Officers and Directors 2,349,782 (3)(8) 47.9%
as a Group (10 persons)
</TABLE>
Footnotes on following page
1
<PAGE> 4
(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 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 so exercised, but
(except for the computation 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) Includes shares issuable upon the exercise of the portion of options
granted by the Company that was exercisable on, or became exercisable
within 60 days after April 30, 1994 as follows: William Shaw, 45,000;
Jerome Shaw, 45,000; James J. Groberg, 9,100; Howard B. Weinreich, 3,700;
and all executive officers and directors as a group, 104,700.
(4) Includes 33,187 shares owned of record by Mr. Shaw as sole trustee of a
trust for the benefit of his wife. Mr. Shaw disclaims beneficial ownership
of these shares.
(5) Includes (i) 939,603 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) 78,750 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 78,750 shares is not an admission of beneficial
ownership thereof). Excludes 2,250 shares owned of record by Mr. Shaw's
wife, as to which Mr. Shaw disclaims beneficial ownership.
(6) Based on information as at December 31, 1993 contained in a Schedule 13G
dated February 9, 1994 filed by Westport Asset Management, Inc.
("Westport"), an investment advisor registered under the Investment
Advisers Act of 1940. According to the Schedule 13G, Westport has shared
voting power and shared dispositive power with respect to 266,325 of these
shares. All shares are held in certain discretionary managed accounts of
Westport.
(7) Based on information as at December 31, 1993 contained in a Schedule 13G
dated February 6, 1994 filed by TCW Group, Inc. ("TCW"), subsidiaries of
which include an investment advisor registered under the Investment
Advisors Act of 1940 and a bank.
(8) Excludes 2,250 shares owned beneficially by the spouse of a director and
executive officer, as to which shares such director and executive officer
disclaims beneficial ownership.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of six directors, divided into
two classes. The terms of office of Class I and Class II directors expire at the
1994 and 1995 Annual Meeting of Shareholders, respectively. At each annual
meeting, directors are chosen to succeed those in the class whose term expires
at that annual meeting to serve for a term of two years each and until their
respective successors are elected and qualified.
Unless otherwise directed, persons named in the enclosed Proxy intend to
cast all votes pursuant to Proxies received for the election as directors of
Irwin B. Robins, Mark N. Kaplan and John R. Torell, III as Class I directors,
each to serve until the 1996 Annual Meeting of Shareholders and, in each case,
until his successor is elected and qualified (such persons being hereinafter
referred to as "nominees"). Each of the directors of the Company was elected by
the Company's shareholders. Each nominee has indicated his availability to serve
as a director. In the event that any of the nominees should become unavailable
or unable to serve for any reason, the holders of the Proxies have discretionary
authority to vote for one or more alternate nominees who will be designated by
the Board of Directors.
A plurality of the votes cast at the Annual Meeting in person or by proxy
is required for the election of each nominee.
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<PAGE> 5
BACKGROUND OF NOMINEES AND CONTINUING DIRECTORS
NOMINEES (CLASS I)
IRWIN B. ROBINS, 59, 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.
JOHN R. TORELL III, 54, has been a Director of the Company since October
1989. He has been Chairman of Torell Management, Inc. (financial advisors) since
1991 and Chairman of Fortune Bancorp (a savings and loan holding company) since
1990. From August 1988 to July 1989 he was Chairman of the Board, President and
Chief Executive Officer of Calfed Inc. (a savings and loan holding company) and
Chairman of its principal subsidiary, California Federal Bank. He is also a
director of American Home Products Corporation and various investment companies
for which Paine Webber, Inc. and Mitchell Hutchins, Inc. serve as advisor.
MARK N. KAPLAN, 63, has been a Director of the Company since April 1991. He
has been a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom for
more than the past five years. Skadden, Arps, Slate, Meagher & Flom has been
retained by the Company during the Company's 1993 fiscal year and is being
retained during the Company's current fiscal year. He is also a director of Grey
Advertising, Inc., Diagnostic/Retrieval Systems, Inc., Refac Technology
Development Corporation, The Harvey Group, Inc. and American Biltrite, Inc.
DIRECTORS WHOSE TERM OF OFFICE CONTINUES AFTER THE ANNUAL MEETING (CLASS
II)
WILLIAM SHAW, 69, 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, 67, 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.
JAMES J. GROBERG, 65, has been a Senior Vice President of the Company for
more than the past five years and also served as Treasurer of the Company from
1987 through January 1994. He has served as a Director of the Company since
1987.
William Shaw and Jerome Shaw are brothers. There are no other family
relationships among the directors or executive officers of the Company.
The Company has an Audit Committee, consisting of Messrs. Torell and
Kaplan, which is authorized to examine and consider matters related to internal
and external audits of the Company's accounts, the financial affairs and
accounts of the Company, the scope of the independent auditor's engagement, the
effect on the Company's financial statements of any proposed changes in
generally accepted accounting principles, disagreements, if any, between the
Company's independent auditors and management, the quality of the Company's
system of internal accounting controls, and matters of concern to the
independent auditors resulting from the audit, including the result of the
independent auditor's review of internal accounting controls and suggestions for
improvements. The Audit Committee did not meet separately from the entire Board
during the past fiscal year.
The Company's Board of Directors has no standing nominating or compensation
committees.
The Board of Directors met twice during the past fiscal year. Each
incumbent director who served on the Board during the fiscal year attended both
meetings of the Board of Directors which were held during the fiscal year.
3
<PAGE> 6
EXECUTIVE REMUNERATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Company's Chief Executive Officer and each of the four other highest
compensated executive officers of the Company for services rendered in all
capacities to the Company and its subsidiaries during the fiscal years ended
October 29, 1993, October 30, 1992 and November 1, 1991.
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION ALL
------------ OTHER
NAME AND COMPENSA-
PRINCIPAL POSITION YEAR SALARY (1) BONUS TION (2)
------------------ ---- ---------- ----- ---------
<S> <C> <C> <C> <C>
William Shaw, 1993 $330,000 $ 791
President and 1992 330,000 1,845
Chief Executive Officer 1991 330,000
Jerome Shaw, 1993 330,000 791
Executive 1992 330,000 1,845
Vice President 1991 330,000
James J. Groberg, 1993 214,865 $10,000 397
Senior Vice President and 1992 206,750 1,683
Chief Financial Officer 1991 203,536 10,000
Irwin B. Robins, 1993 196,577 808
Senior Vice President 1992 195,000 1,888
1991 187,260 25,000
Howard B. Weinreich, 1993 139,878 608
General Counsel 1992 133,600 1,243
1991 129,023
</TABLE>
(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 (the "Code").
(2) Amounts in fiscal 1993 are premiums paid under the Company's group life
insurance policy. In accordance with the transitional provisions under
revised compensation disclosure rules of the Securities and Exchange
Commission, amounts in this column for fiscal 1991 are omitted.
The Company does not anticipate that compensation to any officer in the
foreseeable future will exceed the limits on deductibility imposed by Section
162 (m) of the Code.
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 related to his services.
EMPLOYMENT AGREEMENTS
The Company is a party to employment agreements dated as of May 1, 1987
with William Shaw and Jerome Shaw. These agreements, as amended, provide for the
continued employment of each in his present executive capacity at an annual base
salary, which is presently $330,000 (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
4
<PAGE> 7
the Company's office where the executive presently performs his principal
services shall be relocated to a different geographical 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, 1996. Pursuant to the agreement, Mr. Robins is entitled to receive an annual
base salary, which is presently $200,000 (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 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
of the lump sum 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.
STOCK OPTION EXERCISES AND FISCAL YEAR END VALUES
The Company's Non-Qualified Stock Option Plan terminated with respect to
future grants on June 30, 1990. Options previously granted under the Plan expire
ten years after grant. No options were granted to or exercised by any of the
executive officers named in the Summary Compensation Table during the year ended
October 29, 1993. The following table sets forth information, as of October 29,
1993, with respect to outstanding options held by each of those executive
officers:
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-
(EXERCISABLE/ MONEY OPTIONS (EXERCISABLE/
NAME NOT EXERCISABLE) NOT EXERCISABLE) (1)
- - ---- ---------------- --------------------
<S> <C> <C>
William Shaw 40,000/10,000 $105,000/$70,000
Jerome Shaw 40,000/10,000 105,000/ 70,000
James J. Groberg 8,700/ 800 17,775/ 5,600
Irwin B. Robins _ _ _ _
Howard B. Weinreich 3,400/ 600 6,300/ 4,200
</TABLE>
(1) Represents the closing sale price for the Company's Common Stock as
reported by the National Association of Securities Dealers Automated
Quotation System - National Market System ("NASDAQ/NMS") on October 29,
1993, less the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
To date, all decisions regarding the compensation of executive officers
have been made by the entire Board of Directors, including 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 1993 fiscal year
and is being retained during the Company's current fiscal year) who participated
in deliberations of the Company's Board of Directors concerning executive
officer compensation during the year ended October 29, 1993. Each executive
officer who is also a director does not participate in deliberations as to his
own compensation.
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<PAGE> 8
REPORT OF THE BOARD OF DIRECTORS WITH RESPECT TO EXECUTIVE COMPENSATION
COMMITTEE
Policies regarding the compensation of executive officers of the Company
are determined by the full Board of Directors. Compensation of executive
officers is comprised of salary as a base compensation, bonuses as a means of
compensating executives for accomplishments in specific programs or projects or
in meeting certain corporate goals and, at times, to foster long-term incentive,
stock options, although the Company does not presently have in existence a stock
option plan. All determinations as to the compensation of each Executive Officer
who is a member of the Company's Board of Directors is made on an individual by
individual basis by the Board, after consultation with senior management
although, as noted above, an Executive Officer who is also a member of the Board
does not participate in the Board's determination of his compensation. In making
its decisions, the Board gives effect to the executive's performance and
responsibilities, inflationary trends, competitive market conditions and other
subjective factors without affording specific weights to these factors. The
compensation of the four executive officers who are not members of the Board is
determined by senior management using the same criteria.
As previously noted, William Shaw, President and Chief Executive Officer of
the Company, Jerome Shaw, Executive Vice President, and Irwin B. Robins, Senior
Vice President, are parties to employment agreements with the Company which
established their compensation for the term of the agreement subject to
increases at the discretion of the Board of Directors. No increase in the
compensation of Messrs. William Shaw or Jerome Shaw has occurred since the
Company's 1990 fiscal year.
<TABLE>
<S> <C> <C> <C>
Board of Directors: William Shaw Jerome Shaw James J. Groberg
Mark N. Kaplan Irwin B. Robins John R. Torell, III
</TABLE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total shareholder return on (a)
equity securities traded on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") and (b) securities traded on a national
securities exchange or NASDAQ of companies with market capitalizations that are
within 5% of the market capitalization of the Company's Common Stock as at the
end of the Company's latest fiscal year-end (this peer group was selected by the
Company because the Company operates in five diverse industries). The comparison
assumes $100 was invested on October 28, 1988 in the Company's Common Stock and
in each of the comparison groups, and assumes reinvestment of dividends (the
Company paid no dividends during the periods):
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
VOLT INFORMATION SCIENCES, INC. $100.00 $ 84.75 $66.10 $ 61.02 $ 61.02 $128.81
NASDAQ MARKET INDEX 100.00 119.27 97.97 124.62 120.72 158.43
PEER GROUP 1993 100.00 97.32 77.60 97.69 100.52 136.94
PEER GROUP 1992 100.00 102.23 71.75 95.32 109.78 127.53
</TABLE>
6
<PAGE> 9
In its proxy statement related to its 1993 Annual Meeting of Shareholders,
the Company utilized securities of other companies with a market capitalization
within 5% of the $43 million market capitalization of the Company's Common Stock
at October 30, 1992 ("Peer Group 1992"). Because of an increase in the market
value of the Company's Common Stock from $9 per share at October 30, 1992 to $19
per share at October 29, 1993, the Company's peer group in this proxy statement
consists of companies within 5% of the $91 million market capitalization of the
Company's Common Stock at October 29, 1993 ("Peer Group 1993").
MISCELLANEOUS
New York law permits a corporation to purchase insurance covering a
corporation's obligation to indemnify directors and officers and also covering
directors and officers individually, subject to certain limitations, in
instances in which they may not otherwise be indemnified by the corporation. In
March 1994, the Company renewed, for a period of one year, insurance policies
from National Union Fire Insurance Company of Pittsburgh and Federal Insurance
Company covering reimbursement to the Company for any obligation it incurs as a
result of indemnification of officers and directors and also covering
indemnification for officers and directors individually in certain cases where
additional exposure might exist. The annual premium cost of such policies to the
Company for the current year is $427,000.
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors of the Company has, subject to shareholder approval,
selected Ernst & Young, independent public accountants, to audit the Company's
financial statements for the fiscal year ending October 28, 1994. A resolution
will be submitted to shareholders at the Annual Meeting for such approval. The
affirmative vote of a majority of the votes cast at the Annual Meeting will be
required to approve this resolution. The Board of Directors recommends a vote
"FOR" this resolution.
Ernst & Young has indicated to the Company that it intends to have a
representative present at the Annual Meeting who will be available to respond to
appropriate questions. Such representative will have the opportunity to make a
statement if he so desires. If the resolution selecting Ernst & Young as
independent public accountants is approved by the shareholders, the Board of
Directors nevertheless retains the discretion to select different auditors in
the future should it then deem it in the Company's best interest. Any such
future selection need not be submitted to a vote of shareholders.
SOLICITATION OF PROXIES
The cost of solicitation of Proxies, including the cost of reimbursing
banks, brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding Proxy soliciting material to beneficial owners
of Common Stock, will be borne by the Company. Proxies may be solicited without
extra compensation by certain officers and regular employees of the Company by
mail and, if determined to be necessary, by telephone, telegraph or personal
interviews.
MISCELLANEOUS
Management does not intend to bring before the Annual Meeting any matters
other than those specifically described above and knows of no matters other than
the foregoing to come before the Annual Meeting. If any other matters or motions
properly come before the meeting, it is the intention of the persons named in
the accompanying form of Proxy to vote such Proxy in accordance with their
judgment on such matters or motions, including any matter dealing with the
conduct of the Annual Meeting.
From time to time shareholders may present for consideration at meetings of
shareholders proposals which may be proper subjects for inclusion in the proxy
statement and form of proxy distributed in connection with such meetings. In
order to be so included, such proposals must be submitted in writing on a timely
basis. Shareholder proposals intended to be presented at the 1995 Annual Meeting
of Shareholders must be received by the Company by January 19, 1995. Any such
proposals, as well as any questions relating thereto, should be directed to the
Secretary of the Company, 1221 Avenue of the Americas, New York, New York 10020.
By Order of the Board of Directors
Jerome Shaw,
Secretary
New York, New York
May 19, 1994
7
<PAGE> 10
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS OF
VOLT INFORMATION SCIENCES, INC.
The undersigned hereby appoints WILLIAM SHAW and JEROME SHAW, jointly and
severally, Proxies with full power of substitution, to vote on behalf of the
undersigned at the Annual Meeting of Shareholders of VOLT INFORMATION SCIENCES,
INC. to be held on June 10, 1994, and at adjournments or postponements thereof,
as indicated upon the following matters as described in the Notice of Meeting
and accompanying Proxy Statement related to such meeting, receipt of which is
acknowledged, and with discretionary power upon such other business as may come
before the meeting, according to the number of votes and as fully as the
undersigned would be entitled to vote if personally present, hereby revoking any
prior Proxy or Proxies.
1. FOR / / WITHHOLD VOTE ON / / the election of the following as nominees to
serve as
Class I directors: Irwin B. Robins Mark N. Kaplan John R. Torell, III
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE OUT THE NAME OF
SUCH NOMINEE
2. FOR / / AGAINST / / ABSTAIN / / the proposal to ratify the action
of the Board of Directors in appointing Ernst & Young as the Company's
independent auditors for the fiscal year ending October 28, 1994.
(Continued and to be signed on reverse side hereof)
Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side hereof. If no specification is made, the
shares represented by this Proxy will be voted FOR the election of all listed
nominees and FOR Proposal 2.
THE SUBMISSION OF THIS PROXY IF EXECUTED PROPERLY REVOKES ALL PRIOR PROXIES.
Dated: ,1994
Signature(s)
....................................
....................................
NOTE: Please sign your name or names
exactly as set forth hereon. For
jointly owned shares, each owner
should sign. If signing as attorney,
executor, administrator, trustee or
guardian, please indicate the
capacity in which you are acting.
Proxies executed by corporations
should be signed by a duly
authorized officer.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
