VOLT INFORMATION SCIENCES INC
8-K, 1995-07-11
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-K

                                CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): June 26, 1995


                       VOLT INFORMATION SCIENCES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           New York                 1-9232              13-5658129
- ----------------------------    ----------------    ------------------
(State or other jurisdiction    (Commission File     (I.R.S. Employer
      of incorporation)              Number)        Identification No.)

1221 Avenue of the Americas, New York, New York           10020
- -----------------------------------------------        ----------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:    (212) 704-2400

                                Not Applicable
- -----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since 
last report)



<PAGE>   2
ITEM 5. OTHER EVENTS

Volt Information Sciences, Inc. ("Volt") announced that a letter of intent had
been signed for the merger of Volt's subsidiary, Autologic, Inc. ("Autologic"),
and its foreign subsidiaries into Information International, Inc. ("triple-I").
A copy of the Company's press release is filed as Exhibit 99.1 to this Report.

After completion of the merger, Volt will own approximately 3,300,000 shares,
or approximately 58%, of the outstanding shares of triple-I, which will remain
a publicly-traded company.

The transaction is subject to the execution of a definitive agreement (which
is expected within four to six weeks), approval of the respective boards of
directors, completion of due diligence, approval of the transaction by the
shareholders of triple-I and necessary regulatory approvals.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)   Financial Statements:

      None

(b)   Pro Forma Financial Information:

      None

(c)   Exhibits:

      99.1 Company's Press Release dated June 26, 1995

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<PAGE>   3

                                  SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   VOLT INFORMATION SCIENCES, INC.
                                            (Registrant)

                              BY:  /s/ JACK EGAN
                                   -------------------------------------  
July 11, 1995                      JACK EGAN
                                   Vice President - Corporate Accounting
                                   (Principal Accounting Officer)



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<PAGE>   4
                                EXHIBIT INDEX
                                -------------


<TABLE>
<CAPTION>

Exhibit No.                     Description                            Page No.
- -----------                     -----------                            --------
   <S>          <C>                                                       <C>
   99.1         Company's Press Release dated June 26, 1995               5

</TABLE>

                                      4

<PAGE>   1
                                 [LETTERHEAD]

- -------------------------------------------------------------------------------
CONTACTS:
VOLT INFORMATION SCIENCES, INC.                 INFORMATION INTERNATIONAL, INC.
AND AUTOLOGIC, INC.
James J. Groberg (212) 704-2480                   Manuel Marrero (310) 258-2059
Irwin B. Robins  (212) 704-2437
- -------------------------------------------------------------------------------

ATLANTA, GEORGIA                                                  June 26, 1995

Charles Ying, Chief Executive Officer of INFORMATION INTERNATIONAL, INC.
("triple-I"; NASDAQ: IINT), and William Shaw, Chairman of VOLT INFORMATION
SCIENCES, INC. (NASDAQ: VOLT), announced jointly today that a letter of intent
had been signed for the merger of Volt's subsidiary, AUTOLOGIC, INC., and its
foreign subsidiaries into triple-I.

After completion of the merger, VOLT will own approximately 3,300,000 shares,
or approximately 58%, of the outstanding shares of triple-I, which will remain a
publicly-traded company.

Both AUTOLOGIC and triple-I are leaders in the development, manufacture, sale
and service of computer-based systems that automate publishing pre-press
operations for newspapers, commercial printers, directory publishers and
others. Both sell internationally as well as domestically.

According to Mr. Shaw and Mr. Ying, the merged companies, with combined
revenues in 1994 of over $100,000,000, will significantly strengthen their
position in the pre-press industry. Mr. Shaw and Mr. Ying noted the material
and significant advantages to be derived from the merger, including broader
product lines, more complete worldwide service and sales capabilities, greater
financial strength, the ability to expand research development programs and the
joining of complementary technical, engineering sales and marketing expertise.

Mr. Shaw will become Chairman of triple-I upon consummation of the merger.
Alden Edwards, President of triple-I will remain in that office, with
responsiblity for worldwide sales and marketing. Dennis Doolittle, President of
AUTOLOGIC, will become Vice Chairman and Chief Operating Officer. Mr. Ying will
continue as director of triple-I as well as President of its Digiflex Division.

The transaction is subject to the execution of a definitive agreement (which is
expected within four to six weeks), approval of the respective boards of
directors, completion of due diligence, approval of the transaction by the
shareholders of triple-I and necessary regulatory approvals.

VOLT is a human resources staffing, telecommunications, computer systems and
electronics manufacturer. Triple-I designs, manufactures, markets, and services
computer-based systems that automate publishing pre-press operations.

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