<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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.
240.14a-11(c) or sec.240.14a-12
</TABLE>
VOLT INFORMATION SCIENCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
VOLT INFORMATION SCIENCES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 16, 1995
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 16, 1995,
at 10:00 A.M. California time to consider the following:
1. The election of three Class II directors to serve until the
1997 Annual Meeting of Shareholders and until their respective
successors are elected and qualified;
2. A proposal to approve the Company's 1995 Non-Qualified Stock
Option Plan;
3. A proposal to ratify the action of the Board of Directors in
appointing Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending November 3, 1995; and
4. 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 16, 1995
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 26, 1995
<PAGE> 3
VOLT INFORMATION SCIENCES, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement, to be mailed on or about May 26, 1995, 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 16, 1995 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 16, 1995 are entitled to notice f and to vote at the Annual
Meeting. As of the close of business on such date, there were issued and
outstanding 4,818,897 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, (b) in favor of
the proposal to approve the Company's 1995 Non-Qualified Stock Option Plan and
(c) in favor of the proposal to ratify the appointment of ndependent 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, 1995
(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 OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS (2)
<S> <C> <C>
William Shaw 1,243,786 (3)(4) 25.5%
1221 Avenue of the Americas
New York, NY 10020
Jerome Shaw 1,080,956 (3)(5) 22.2%
2401 N. Glassell St.
Orange, CA 92665
Westport Asset 280,725 (6) 5.8%
Management, Inc.
253 Riverside Avenue
Westport, CT 06880
James J. Groberg 8,853 (3) *
Irwin B. Robins 8,724 *
John R. Torell, III 1,000 *
Mark N. Kaplan 1,000 *
Howard B. Weinreich 6,882 (3) *
All Executive Officers 2,353,546 (3)(7) 47.7%
and Directors 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, 1995 as follows: William Shaw, 50,000;
Jerome Shaw, 50,000; James J. Groberg, 7,900; Howard B. Weinreich,
2,800; and all executive officers and directors as a group, 110,700.
(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) 938,065 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 contained in a Schedule 13G dated January 25,
1995 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 272,325 of these shares.
Most of the shares are held in certain discretionary managed accounts
of Westport, but the Schedule 13G reports 8,400 shares are
beneficially owned by officers and shareholders of Westport, who
disclaim the existence of a group.
(7) Excludes 2,250 shares owned beneficially by the spouse of 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 1996 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
William Shaw, Jerome Shaw and James J. Groberg as Class II directors, each to
serve until the 1997 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.
2
<PAGE> 5
BACKGROUND OF NOMINEES AND CONTINUING DIRECTORS
NOMINEES (CLASS II)
WILLIAM SHAW, 70, 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, 68, 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.
JAMES J. GROBERG, 66, has been a Senior Vice President of the Company
for more than the past five years and also served as Treasurer ofthe Company
from 1987 through January 1994. He has served as a Director of the Company
since 1987.
DIRECTORS WHOSE TERM OF OFFICE CONTINUES AFTER THE ANNUAL MEETING
(CLASS I)
IRWIN B. ROBINS, 60, has been a Senior Vice President of the Company
for more than the past five years and has been mployed in executive capacities
by the Company since 1980. He has served as a Director of the Company since
1981.
JOHN R. TORELL III, 55, has been a Director of the Company since
October 1989. He has been Chairman of Torell Management, Inc. (financial
advisors) since 1991 and was Chairman of Fortune Bancorp (a savings and loan
holding company) from 1990 to 1994. He is also a former President of
Manufacturers Hanover Corporation (a bank holding company) and Manufacturers
Hanover Trust Company (a 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 advisors.
MARK N. KAPLAN, 65, 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
was retained by the Company during the Company's 1994 fiscal year. He is also
a director of Grey Advertising Inc., Diagnostic/Retrieval Systems, Inc., Refac
Technology Development Corporation, The Harvey Group, Inc., American Biltrite,
Inc., USA Mobile Communications, Inc., MovieFone, Inc. and The Congoleum
Corporation.
William Shaw and Jerome Shaw are brothers. There are no other family
relationships among the directors or executive officers of the Company.
The Company's Board of Directors has no standing nominating or
compensation committees.
The Board of Directors met four times during the past fiscal year. Each
incumbent director who served on the Board during the fiscal year attended at
least 75% of the meetings of the Board of Directors and committees on which he
served 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 28, 1994, October 29, 1993 and October 30, 1992.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL
OTHER
NAME AND COMPENSA-
PRINCIPAL POSITION YEAR SALARY (1) BONUS TION (2)
------------------ ---- ---------- ----- --------
<S> <C> <C> <C> <C>
William Shaw, 1994 $330,000 $ 613
President and Chief 1993 330,000 902
Executive Officer 1992 330,000 1,845
Jerome Shaw, 1994 330,000 613
Executive 1993 330,000 902
Vice President 1992 330,000 1,845
James J. Groberg, 1994 219,603 $15,000 308
Senior Vice President 1993 214,865 10,000 506
and Chief Financial 1992 206,750 1,683
Officer
Irwin B. Robins, 1994 202,500 629
Senior Vice President 1993 196,577 902
1992 195,000 1,888
Howard B. Weinreich, 1994 145,167 472
General Counsel 1993 139,878 675
1992 133,600 1,243
</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 1994 are premiums paid under the Company's group
life insurance policy.
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 $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 nnual 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 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
4
<PAGE> 7
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
$205,000 (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 ompany 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 Code). Mr. Robins will not be obligated to seek
other employment nor mitigate the payment of the lump sum with any compensation
received from other employment.
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 curred 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 1980 Non-Qualified Stock Option Plan terminated with
respect to future grants on June 30, 1990. See "Approval of 1995 Non-Qualified
Stock Option Plan". 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
28, 1994. The following table sets forth information, as of October 28, 1994,
with respect to outstanding options held by each of those executive officers:
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS (EXERCISABLE/ (EXERCISSABLE/NOT
NAME NOT EXERCISABLE) EXERCISABLE) (1)
---- ---------------- ----------------
<S> <C> <C>
William Shaw 45,000/5,000 $295,000/$73,750
Jerome Shaw 45,000/5,000 295,000/ 73,700
James J. Groberg 9,100/ 400 91,100/ 5,900
Irwin B. Robins - - - -
Howard B. Weinreich 3,700/ 300 17,700/ 4,425
</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
28, 1994, 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. 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
1994 fiscal year) participated in deliberations of the Company's Board of
Directors concerning executive officer compensation during the year ended
October 28, 1994. Each executive officer who is also a director does not
participate in deliberations as to his own compensation.
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. ompensation 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 any shares available
for grant under its existing stock option plan. To provide such long-term
incentive, the Board of Directors has adopted, subject to shareholder approval,
the
5
<PAGE> 8
Company's 1995 Non-Qualified Stock Option Plan (see "Approval of 1995
Non-Qualified 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 own 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 ithout 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 on the same
subjective basis.
As previously noted, William Shaw, President and Chief Executive
Officer of the Company, Jerome Shaw, Executive Vice esident, 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. During fiscal
year 1995 the salary of each of William Shaw and Jerome Shaw was increased from
$330,000 to 355,000. The Board's decision was made in the light of the success
of the Company during fiscal year 1994 and the fact that neither had received an
increase in salary since the mpany's 1990 fiscal year.
The Company does not anticipate that compensation to any officer in the
foreseeable future will exceed the limits on ductibility imposed by Section 162
(m) of the Code.
Board of Directors:
<TABLE>
<S> <C> <C>
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 November 3, 1989 in the Company's Common
Stock and in each of the comparison groups, and assumes reinvestment of ividends
(the Company paid no dividends during the periods):
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
-----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VIS INC. $100.00 $78.00 $72.00 $72.00 $152.00 $214.00
NASDAQ MARKET 100.00 82.15 104.49 101.22 132.83 141.22
PEER GROUP 1994 100.00 66.12 93.76 101.91 129.30 114.90
</TABLE>
6
<PAGE> 9
APPROVAL OF 1995 NON-QUALIFIED STOCK OPTION PLAN
The Company's 1980 Non-Qualified Stock Option Plan terminated with
respect to future grants on June 30, 1990. Therefore, the Company has been
unable to grant options to employees since that time. The Board of Directors
believes that stock options foster the interests of employees in seeking
long-term growth for the Company, as well as linking the optionee's interest
with the overall interests of shareholders.
Accordingly, on May 17, 1995 the Board of Directors adopted the 1995
Non-Qualified Stock Option Plan (the "1995 Plan"), a copy of which is set forth
as Exhibit A to this Proxy Statement. The 1995 Plan is designed to provide an
incentive to key employees (including directors and officers who are key
employees) of the Company and its present and future subsidiaries and to offer
an additional inducement in obtaining the services of such individuals.
The following summary of certain material features of the 1995 Plan
does not purport to be complete and is qualified in its entirety by reference
to the text of the 1995 Plan set forth as Exhibit A to this Proxy Statement.
SHARES SUBJECT TO THE 1995 PLAN
The maximum number of shares as to which options may be granted under
the 1995 Plan (subject to adjustment as described below) is 400,000 shares of
Common Stock. Upon expiration, cancellation or termination of unexercised
options, the shares of Common Stock subject to such options will again be
available for the grant of options under the 1995 Plan. No options have been
granted under the 1995 Plan. The closing market price per share of Common
Stock as of May 15, 1995 on the NASDAQ Stock Market's National Market was
$30.25.
TYPE OF OPTIONS
Options granted under the 1995 Plan shall be non-qualified stock
options.
ADMINISTRATION
The 1995 Plan provides that it is to be administered by a committee of
the Board of Directors (the "Committee") consisting of at least two members of
the Board of Directors (or such greater number as required by law), each of
whom is a "disinterested person" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
ELIGIBILITY
Plan participation is limited to the key employees of the Company or
of any subsidiary of the Company. Approximately 250 persons are eligible to
participate in the 1995 Plan.
OPTION CONTRACTS
Each option will be evidenced by a written contract between the
Company and the optionee, containing such terms and conditions not inconsistent
with the 1995 Plan as may be determined by the Committee (the "Contract").
TERMS AND CONDITIONS OF OPTIONS
Options granted under the 1995 Plan will be subject to, among other
things, the following terms and conditions:
(a) The exercise price of each option will be determined by the
Committee; provided, however, that the exercise price may not be less than 100%
of the fair market value of the Common Stock on the date of grant.
(b) Options may be granted for terms determined by the Committee;
provided, however, that the term may not exceed 10 years from the date of grant.
(c) The maximum number of shares of Common Stock for which options may be
granted to an employee in any calendar year is 100,000.
(d) Each option is payable in full upon exercise or, if the applicable
Contract permits, in installments. Payment of the exercise price of an option
may be made in cash or by certified check, or, if the applicable Contract
permits, in shares of Common Stock or any combination thereof. The Committee
may, also, in its discretion, permit payment of the exercise price of options by
delivery of a properly executed exercise notice, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay such exercise. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.
(e) Options may not be transferred other than by will or by the laws of
descent and distribution, and may be exercised during the optionee's lifetime
only by him or her.
7
<PAGE> 10
(f) Except as may otherwise be provided in the applicable Contract, if
the optionee's employment with the Company is terminated for any reason other
than death or disability, the option may be exercised, to the extent exercisable
by the optionee at the time of termination of employment, within three months
thereafter, but in no event after the expiration of the term of the option.
However, if such employment is terminated either for cause or without the
consent of the Company, such option will terminate immediately. In the case of
the death of the optionee while employed (or within three months after
termination of employment by reason of disability), his or her legal
representative or beneficiary may exercise the option, to the extent exercisable
on the date of death, within one year after such date, but in no event after the
expiration of the term of the option. An optionee whose employment is
terminated by reason of his or her disability may exercise the option, to the
extent exercisable at the time of such termination, within one year thereafter,
but not after the expiration of the term of the option.
(g) The Company may withhold cash and/or shares of Common Stock having an
aggregate value equal to the amount which the Company determines is necessary to
meet its obligation to withhold any federal, state and local taxes or other
amounts incurred by reason of the grant or exercise of an option. Alternatively,
the Company may require the holder to pay the Company such amount, in cash,
promptly upon demand.
ADJUSTMENT IN EVENT OF CAPITAL CHANGES
Appropriate adjustment shall be made by the Board of Directors in the
number and kind of shares available under the 1995 Plan, in the number and kind
of shares subject to each outstanding option and the exercise prices of such
options, and in the limitation of the number and kind of shares that may be
granted to any employee in any calendar year, in the event of any change in the
Common Stock by reason of any stock dividend, recapitalization, merger in which
the Company is the surviving corporation, split-up, combination, exchange of
shares or the like.
DURATION AND AMENDMENT OF THE 1995 PLAN
No option may be granted pursuant to the 1995 Plan after May 16, 2005.
The Board of Directors may at any time terminate or amend the 1995 Plan;
provided, however, that, without the approval of the Company's stockholders, no
amendment may be made which would (a) increase the maximum number of shares
available for the grant of options (except as a rule of the anti-dilution
adjustments described above), (b) materially increase the benefits accruing to
participants under the 1995 Plan or (c) change the eligibility requirements for
individuals who may receive options. No termination or amendment may adversely
affect the rights of an optionee with respect to an outstanding option without
his or her consent.
FEDERAL INCOME TAX TREATMENT
The following is a general summary of the federal income tax
consequences under current tax law of non-qualified stock options under the
1995 Plan. It does not purport to cover all of the special rules, including
the exercise of an option with previously-acquired shares, or the state or
local income or other tax consequences inherent in the ownership and exercise
of stock options and the ownership and disposition of the underlying shares.
An optionee will not recognize taxable income for federal income tax
purposes upon the grant of an option.
Upon the exercise of an option, the optionee will recognize ordinary
income in an amount equal to the excess, if any, of the fair market value of
the shares acquired on the date of exercise over the exercise price thereof,
and the Company will generally be entitled to a deduction for such amount at
that time. If the optionee later sells shares acquired pursuant to the
exercise of an option, he or she will recognize capital gain or loss in an
amount equal to the difference between the selling price and the sum of the
exercise price and the ordinary income recognized upon such exercise. Such
gain or loss will be long-term if the shares are held more than one year and
short-term if they are not. Long-term capital gain is generally subject to more
favorable tax treatment than ordinary income or short-term capital gain.
OPTIONS TO BE GRANTED UNDER THE 1995 PLAN
The Company has granted no stock options since 1990 when its 1980
Non-Qualified Stock Option Plan terminated. The grant of options under the
1995 Plan is within the discretion of the Committee. Accordingly, the Company
is unable to determine future options that may be granted under the 1995 Plan.
REQUIRED VOTE
Approval of the 1995 Plan will require the affirmative vote in person
or by proxy at the Meeting of the holders of a majority of the Company's
outstanding shares. If the 1995 Plan is not approved by shareholders, the 1995
Plan will terminate. The Board of Directors recommends a vote "FOR" approval
of the 1995 Plan.
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<PAGE> 11
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors of the Company has, subject to shareholder
approval, selected Ernst & Young LLP, independent public accountants, to audit
the Company's financial statements for the fiscal year ending October 28, 1995.
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 by the holders of shares entitled to vote thereon will be required to
approve this resolution. The Board of Directors recommends a vote "FOR" this
resolution.
Ernst & Young LLP 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 LLP as
independent public accountants is approved by the shareholders, the Board of
Directors nevertheless retains the discretion to select different auditors
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
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 1995, 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 $351,400.
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 Annual 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 1996 Annual Meeting of Shareholders must be received by the Company by
January 27, 1996. 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 26, 1995
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<PAGE> 12
EXHIBIT A
1995 NON-QUALIFIED STOCK OPTION PLAN
OF
VOLT INFORMATION SCIENCES, INC.
1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is
designed to provide an incentive to key employees (including directors and
officers who are key employees) of Volt Information Sciences, Inc., a New York
corporation (the "Company"), and its present and future subsidiary
corporations, as defined in Paragraph 19 ("Subsidiaries"), and to offer an
additional inducement in obtaining the services of such individuals. The Plan
provides for the grant of nonqualified stock options.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Paragraph
12, the aggregate number of shares of Common Stock, $.10 par value per share,
of the Company ("Common Stock") for which options may be granted under the Plan
shall not exceed 400,000. Such shares of Common Stock may, in the discretion
of the Board of Directors of the Company (the "Board of Directors"), consist
either in whole or in part of authorized but unissued shares of Common Stock or
shares of Common Stock held in the treasury of the Company. The Company shall
at all times during the term of the Plan reserve and keep available such number
of shares of Common Stock as will be sufficient to satisfy the requirements of
the Plan. Subject to the provisions of Paragraph 13, any shares of Common
Stock subject to an option which for any reason expires, is cancelled or is
terminated unexercised or which ceases for any reason to be exercisable shall
again become available for the granting of options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee of the Board of Directors (the "Committee") consisting of not less
than two directors (or such greater number as required by law), each of whom
shall be a "disinterested person" within the meaning of Rule 16b-3 (or any
successor rule or regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). A majority of the members of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, and any acts approved in
writing by all members without a meeting, shall be the acts of the Committee.
Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole discretion, to determine the key employees who
shall receive options; the times when they shall receive options; the number of
shares of Common Stock to be subject to each option; the term of each option;
the date each option shall become exercisable; whether an option shall be
exercisable in whole, in part or in installments, and, if in installments, the
number of shares of Common Stock to be subject to each installment; whether the
installments shall be cumulative; the date each installment shall become
exercisable and the term of each installment; whether to accelerate the date of
exercise of any installment; whether shares of Common Stock may be issued on
exercise of an option as partly paid, and, if so, the dates when future
installments of the exercise price shall become due and the amounts of such
installments; the exercise price of each option; the form of payment of the
exercise price; whether to restrict the sale or other disposition of the shares
of Common Stock acquired upon the exercise of an option and to waive any such
restriction; whether to subject the exercise of all or any portion of an option
to the fulfillment of contingencies as specified in the contract referred to in
Paragraph 11 (the "Contract"), including without limitation, contingencies
relating to entering into a covenant not to compete with the Company and its
Parent (as defined in Paragraph 19) and Subsidiaries, to financial objectives
for the Company, a Subsidiary, a division, a product line or other category,
and/or the period of continued employment of the optionee with the Company or
its Subsidiaries, and to determine whether such contingencies have been met;
the amount, if any, necessary to satisfy the Company's obligation to withhold
taxes or other amounts; the fair market value of a share of Common Stock; to
construe the respective Contracts and the Plan; with the consent of the
optionee, to cancel or modify an option, provided such option as modified would
be permitted to be granted on such date under the terms of the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; and to
make all other determinations necessary or advisable for administering the
Plan. The determinations of the Committee on the matters referred to in this
Paragraph 3 shall be conclusive.
No member or former member of the Committee shall be liable for any
action, failure to act or determination made in good faith with respect to the
Plan or any option hereunder. In addition, the Company shall indemnify and hold
each member and former member of the Committee harmless from and against any
liability, claim for damages and expenses in connection therewith by reason of
any action, failure to act or determination made in good faith under or in
connection with the Plan or any option hereunder to the fullest extent
permitted with respect to directors under the Company's certificate of
incorporation, by laws or applicable law.
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4. ELIGIBILITY. The Committee may from time to time, consistent with
the purposes of the Plan, grant options to key employees (including officers
and directors who are key employees) of the Company or any of its Subsidiaries.
Such options granted shall cover such number of shares of Common Stock as the
Committee may determine; provided, however, that the maximum number of shares
subject to options that may be granted to any individual during any calendar
year under the Plan shall not exceed 100,000 shares (the "162(m) Maximum").
5. EXERCISE PRICE. The exercise price of the shares of Common Stock
under each option shall be determined by the Committee; provided, however, that
the exercise price of an option shall not be less than 100% of the fair market
value of the shares of Common Stock subject thereto.
The fair market value of a share of Common Stock on any day shall be
(a) if the principal market for the Common Stock is a national securities
exchange, the average of the highest and lowest sales prices per share of
Common Stock on such day as reported by such exchange or on a composite tape
reflecting transactions on such exchange, (b) if the principal market for the
Common Stock is not a national securities exchange and the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), and (i) if actual sales price information is available with
respect to the Common Stock, the average of the highest and lowest sales prices
per share of Common Stock on such day on NASDAQ, or (ii) if such information is
not available, the average of the highest bid and lowest ask prices per share
of Common Stock on such day on NASDAQ, or (c) if the principal market for the
Common Stock is not a national securities exchange and the Common Stock is not
quoted on NASDAQ, the average of the highest bid and lowest ask prices per
share of Common Stock on such day as reported on the NASDAQ OTC Bulletin Board
Service or by National Quotation Bureau, Incorporated or a comparable service;
provided, however, that if clauses (a), (b) and (c) of this Paragraph are all
inapplicable, or if no trades have been made or no quotes are available for
such day, the fair market value of the Common Stock shall be determined by the
Board by any method consistent with applicable regulations adopted by the
Treasury Department relating to stock options.
6. TERM. The term of each option granted pursuant to the Plan shall
be such term as is established by the Committee, in its sole discretion, at or
before the time such option is granted; provided, however, that the term of
each option granted pursuant to the Plan shall be for a period not exceeding 10
years from the date of grant thereof.
7. EXERCISE. An option (or any part or installment thereof), to the
extent then exercisable, shall be exercised by giving written notice to the
Company at its principal office stating which option is being exercised,
specifying the number of shares of Common Stock as to which such option is
being exercised and accompanied by payment in full of the aggregate exercise
price therefor (or the amount due on exercise if the Contract with respect to
an option permits installment payments) (a) in cash or by certified check or
(b) if the applicable Contract permits, with previously acquired shares of
Common Stock having an aggregate fair market value, on the date of exercise,
equal to the aggregate exercise price of all options being exercised, or with
any combination of cash, certified check or shares of Common Stock. In such
case, the fair market value of the Common Stock shall be determined in
accordance with Paragraph 5.
The Committee may, also, in its discretion, permit payment of the
exercise price of options by delivery of a properly executed exercise notice,
together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay such
exercise. To facilitate the foregoing, the Company may enter into agreements
for coordinated procedures with one or more brokerage firms.
A person entitled to receive Common Stock upon the exercise of an
option shall not have the rights of a shareholder with respect to such shares
of Common Stock until the date of issuance of a stock certificate to him for
such shares; provided, however, that until such stock certificate is issued,
any option holder using previously acquired shares of Common Stock in payment
of an option exercise price shall continue to have the rights of a shareholder
with respect to such previously acquired shares.
In no case may a fraction of a share of Common Stock be purchased or
issued under the Plan.
8. TERMINATION OF EMPLOYMENT. Except as may otherwise be expressly
provided in the applicable Contract, any holder of an option whose employment
with the Company (and its Parent and Subsidiaries) has terminated for any
reason other than his death or Disability (as defined in Paragraph 19) may
exercise such option, to the extent exercisable on the date of such
termination, at any time within three months after the date of termination, but
not thereafter and in no event after the date the option would otherwise have
expired; provided, however, that if his employment is terminated either (a) for
cause, or (b) without the consent of the Company, such option shall terminate
immediately. Except as may otherwise be expressly provided in the applicable
Contract, options granted under the Plan shall not be affected by any change in
the status of the holder so long as he continues to be an employee of the
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Company, its Parent or any of the Subsidiaries (regardless of having been
transferred from one corporation to another).
For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
determination, the individual was an employee of such corporation for purposes
of Section 422(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). As a result, an individual on military, sick leave or other bona fide
leave of absence shall continue to be considered an employee for purposes of
the Plan during such leave if the period of the leave does not exceed 90 days,
or, if longer, so long as the individual's right to reemployment with the
Company (or a related corporation) is guaranteed either by statute or by
contract. If the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed by statute or by contract, the employment
relationship shall be deemed to have terminated on the 91st day of such leave.
Nothing in the Plan or in any option granted under the Plan shall
confer on any individual any right to continue in the employ of the Company,
its Parent or any of its Subsidiaries, or interfere in any way with any right
of the Company, its Parent or any of its Subsidiaries to terminate the holder's
relationship at any time for any reason whatsoever without liability to the
Company, its Parent or any of its Subsidiaries.
9. DEATH OR DISABILITY OF AN OPTIONEE. Except as may otherwise be
expressly provided in the applicable Contract, if an optionee dies (a) while he
is employed by the Company, its Parent or any of its Subsidiaries, (b) within
three months after the termination of his employment (unless such termination
was for cause or without the consent of the Company) or (c) within one year
following the termination of his employment by reason of Disability, his option
may be exercised, to the extent exercisable on the date of his death, by his
executor, administrator or other person at the time entitled by law to his
rights under such option, at any time within one year after death, but not
thereafter and in no event after the date the option would otherwise have
expired.
Except as may otherwise be expressly provided in the applicable
Contract, any optionee whose employment has terminated by reason of Disability
may exercise his option, to the extent exercisable upon the effective date of
such termination, at any time within one year after such date, but not
thereafter and in no event after the date the option would otherwise have
expired.
10. COMPLIANCE WITH SECURITIES LAWS. The Committee may require, in
its discretion, as a condition to the exercise of any option that either (a) a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock to be issued upon
such exercise shall be effective and current at the time of exercise, or (b)
there is an exemption from registration under the Securities Act for the
issuance of shares of Common Stock upon such exercise. Nothing herein shall be
construed as requiring the Company to register under the Securities Act the
shares subject to any option.
The Committee may require the optionee to execute and deliver to the
Company his representations and warranties, in form and substance satisfactory
to the Committee, that (a) the shares of Common Stock to be issued upon the
exercise of the option are being acquired by the optionee for his own account,
for investment only and not with a view to the resale or distribution thereof,
and (b) any subsequent resale or distribution of shares of Common Stock by such
optionee will be made only pursuant to (i) a Registration Statement under the
Securities Act which is effective and current with respect to the shares of
Common Stock being sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption, the
optionee shall, prior to any offer of sale or sale of such shares of Common
Stock, provide the Company with a favorable written opinion of counsel, in form
and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution.
In addition, if at any time the Committee shall determine in its
discretion that the listing or qualification of the shares of Common Stock
subject to such option on any securities exchange or under any applicable law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an option
or the issue of shares of Common Stock thereunder, such option may not be
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
11. STOCK OPTION CONTRACTS. Each option shall be evidenced by an
appropriate Contract which shall be duly executed by the Company and the
optionee, and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee.
12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any
other provision of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock dividend, recapitalization, merger in which
the Company is the surviving corporation, split-up, combination or exchange of
shares or the like, the aggregate number and kind of shares subject to the
Plan, the aggregate number and kind of shares subject to each outstanding
option and the exercise price thereof,
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and the number and kind of shares subject to the 162(m) Maximum, shall be
appropriately adjusted by the Board of Directors, whose determination shall be
conclusive.
In the event of (a) the liquidation or dissolution of the Company, or
(b) a merger in which the Company is not the surviving corporation or a
consolidation, any outstanding options shall terminate, unless other provision
is made therefor in the transaction.
13. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was adopted by
the Board of Directors on May 17, 1995. No option may be granted under the
Plan after May 16, 2005. The Board of Directors, without further approval of
the Company's shareholders, may at any time suspend or terminate the Plan, in
whole or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, to comply with the provisions of Rule
16b-3 promulgated under the Exchange Act or Section 162(m) of the Code, and to
conform to any change in applicable law or to regulations or rulings of
administrative agencies; provided, however, that no amendment shall be
effective without the requisite prior or subsequent shareholder approval which
would (a) except as contemplated in Paragraph 12, increase the maximum number
of shares of Common Stock for which options may be granted under the Plan or
change the 162(m) Maximum, (b) materially increase the benefits to participants
under the Plan or (c) change the eligibility requirements to receive options
hereunder. No termination, suspension or amendment of the Plan shall, without
the consent of the holder of an existing option affected thereby, adversely
affect his rights under such option. The power of the Committee to construe
and administer any options granted under the Plan prior to the termination or
suspension of the Plan nevertheless shall continue after such termination or
during such suspension.
14. NON-TRANSFERABILITY OF OPTIONS. No option granted under the Plan
shall be transferable otherwise than by will or the laws of descent and
distribution, and options may be exercised, during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent
provided above, options may not be assigned, transferred, pledged, hypothecated
or disposed of in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process.
15. WITHHOLDING TAXES. The Company may withhold cash and/or shares
of Common Stock to be issued with respect thereto having an aggregate fair
market value equal to the amount which it determines is necessary to satisfy
its obligation to withhold Federal, state and local income taxes or other
amounts incurred by reason of the grant or exercise of an option, its
disposition, or the disposition of the underlying shares of Common Stock.
Alternatively, the Company may require the holder to pay to the Company such
amount, in cash, promptly upon demand. The Company shall not be required to
issue any shares of Common Stock pursuant to any such option until all required
payments have been made. Fair market value of the shares of Common Stock shall
be determined in accordance with Paragraph 5.
Notwithstanding anything in the Plan or in any Contract to the
contrary, the Company may not withhold shares of Common Stock to satisfy the
tax withholding consequences of the exercise of an option by a holder who is
subject to the reporting requirements of Section 16(a) of the Exchange Act (as
it constitutes a deemed exercise of a stock appreciation right ("SAR") under
Rule 16b-3 under the Exchange Act), unless (a) the Company has filed all
periodic reports and statements required to be filed by it pursuant to Section
13(a) of the Exchange Act for at least one year prior to the date of such
exercise, (b) the Company on a regular basis releases for publication quarterly
and annual summary statements of sales and earnings in the manner contemplated
in the rules promulgated under Section 16 of the Exchange Act, (c) except when
the date of exercise of such SAR is automatic or fixed in advance under the
Plan and is outside the control of the holder, the election by such holder to
receive cash in full or partial settlement of the SAR, as well as the exercise
of the SAR for cash, is made during the period beginning on the third business
day following the date of release of the summary statements referred to in
clause (b) and ending on the 12th business day following such date, and (d) the
option has been held for at least six months from the date of grant to the date
of cash settlement. Any holder subject to the reporting requirements of
Section 16(a) of the Exchange Act may request the Committee to withhold shares
only if the option is exercised within the applicable period prescribed above.
16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the certificates for shares of Common Stock issued upon
exercise of an option under the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation
of, or to perfect an exemption from, the registration requirements of the
Securities Act or (b) implement the provisions of the Plan or any agreement
between the Company and the optionee with respect to such shares of Common
Stock.
The Company shall pay all issuance taxes with respect to the issuance
of shares of Common Stock upon the exercise of an option granted under the
Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.
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17. USE OF PROCEEDS. The cash proceeds from the sale of shares of
Common Stock pursuant to the exercise of options under the Plan shall be added
to the general funds of the Company and used for corporate purposes.
18. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN CONSTITUENT
CORPORATIONS. Anything in this Plan to the contrary notwithstanding, the Board
of Directors may, without further approval by the shareholders, substitute new
options for prior options of a Constituent Corporation (as defined in Paragraph
19) or assume the prior options of such Constituent Corporation.
19. DEFINITIONS.
(a) Subsidiary. The term"Subsidiary" shall have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.
(b) Parent. The term "Parent" shall have the same definition as
"parent corporation" in Section 424(e) of the Code.
(c) Constituent Corporation. The term "Constituent Corporation"
shall mean any corporation which engages with the Company, its Parent or any
Subsidiary in a transaction to which Section 424(a) of the Code applies (as if
the option assumed or substituted were an incentive stock option under Section
422 of the Code), or any Parent or any Subsidiary of such corporation.
(d) Disability. The term "Disability" shall mean a permanent and
total disability within the meaning of Section 22(e)(3) of the Code.
20. GOVERNING LAW. The Plan, such options as may be granted
hereunder and all related matters shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflict
of law provisions.
21. PARTIAL INVALIDITY. The invalidity or illegality of any
provision herein shall not affect the validity of any other provision.
22. SHAREHOLDER APPROVAL. The Plan shall be subject to approval by
the affirmative vote, in person or by proxy, of a majority of all outstanding
shares of the Company at the next duly held meeting of the Company's
shareholders at which a quorum is present. No options granted hereunder may be
exercised prior to such approval, provided that the date of grant of any
options granted hereunder shall be determined as if the Plan had not been
subject to such approval. Notwithstanding the foregoing, if the Plan is not
approved by a vote of the shareholders of the Company on or before May 16,
1996, the Plan and any options granted hereunder shall terminate.
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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, and each of them,
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 16, 1995, and at any 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. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Class II directors: William Shaw Jerome Shaw James J. Groberg
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
"FOR" box above AND circle the nominee's name above)
2. Approval of the Company's 1995 Non-Qualified Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of the Appointment of Ernst & Young LLP as the Company's
independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
(Continued and to be signed on the reverse side)
<PAGE> 18
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 Proposals 2 and 3.
THE SUBMISSION OF THIS PROXY, IF EXECUTED PROPERLY, REVOKES ALL PRIOR PROXIES.
Dated: , 1995
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.
