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FORM 10-K/A 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) For the fiscal year ended October 28, 1994
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
__________________________________ to ______________________
Commission File Number: 1-9232
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
New York 13-5658129
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------- ------------------------
<S> <C>
12-3/8% Senior Subordinated Debentures due July 1, 1998 Philadelphia Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the common stock held by non-affiliates of the
Registrant as of January 20, 1995 (based on the closing price on the NASDAQ
National Market on January 20, 1995) was approximately $64,000,000 (based on the
number of shares outstanding on that date exclusive of all shares held
benefically by executive officers and directors and their spouses and the
Registrant's Savings Plan and Employee Stock Ownership Plan, without conceding
that all such persons or plans are "affiliates" of the Registrant).
The number of shares of common stock outstanding as of January 20, 1995 was
4,803,026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for its 1995 Annual Meeting are
incorporated by reference into Part III of this Report.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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.
IRWIN B. ROBINS, 60, 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.
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 of the Company from
1987 through January 1994. He has served as a director of the Company since
1987.
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 and Manufacturers Hanover Trust Company. He is also a director of
American Home Products Corporation and various investment companies for which
PaineWebber, Inc. and Mitchell Hutchins, Inc. serve as advisor.
MARK N. KAPLAN, 64, 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 since
October 1979. 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.
and MovieFone, Inc.
HOWARD B. WEINREICH, 52, has been General Counsel of the Company for more
than the past five years and has been employed in executive capacities by the
Company since 1981.
JACK EGAN, 45, has been Vice President - Corporate Accounting of the
Company since January 1992. For more than five years prior thereto he served as
Assistant Controller of the Company.
DANIEL G. HALLIHAN, 46, has been Vice President - Accounting Operations of
the Company since July 1993. For more than five years prior thereto he served as
Assistant Vice President - Finance of the Company.
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LUDWIG M. GUARINO, 43, has been Treasurer of the Company since January
1994. For more than five years prior thereto he served as Assistant Treasurer of
the Company.
William Shaw and Jerome Shaw are brothers. There are no other family
relationships among the directors or executive officers of the Company.
Directors serve until the second Annual Meeting of the Shareholders of the
Company following their election. The terms of office of Messrs. William Shaw,
Jerome Shaw and James J. Groberg expire at the Company's 1995 Annual Meeting of
Shareholders (which the Company anticipates will be held in June 1995) while the
terms of office of Messrs. Irwin B. Robins, Mark N. Kaplan and John R. Torell
expire at the Company's 1996 Annual Meeting of Shareholders and, in each case,
continue until the election of their respective successors. Directors may only
be removed by vote of the shareholders for cause.
Each executive officer is scheduled to hold office until the 1995 Annual
Meeting of Directors, which is scheduled to be held immediately after the 1995
Annual Meeting of Shareholders. Any executive officer may be removed by the
Board of Directors either with or without cause.
There are no understandings between any director or executive officer and
any other person pursuant to which any director or executive officer was
selected as such.
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ITEM 11. EXECUTIVE COMPENSATION
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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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 1993 330,000 902
Chief Executive Officer 1992 330,000 1,845
Jerome Shaw, 1994 330,000 613
Executive Vice President 1993 330,000 902
1992 330,000 1,845
James J. Groberg, 1994 219,603 $15,000 308
Senior Vice President and 1993 214,865 10,000 506
Chief Financial Officer 1992 206,750 1,683
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.
(2) Amounts in fiscal 1994 include premiums paid under the Company's group life
insurance policy.
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EMPLOYMENT AGREEMENTS
The Company is a party to employment agreements dated as of May 1, 1987
with William Shaw and Jerome Shaw. The 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 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 $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 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 if 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
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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 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>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
(EXERCISABLE/ (EXERCISABLE/
NAME NOT EXERCISABLE) NOT EXERCISABLE)(1)
---- --------------------- --------------------
<S> <C> <C>
William Shaw 45,000/ 5,000 $295,000/$73,750
Jerome Shaw 45,000/ 5,000 295,000/ 73,750
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.
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.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISION
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 and is being retained during the Company's current 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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as of February 15, 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, (c) each of the executive officers named in the Summary Compensation
Table and (d) all directors and executive officers as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL PERCENT OF
OWNER OWNERSHIP(1) CLASS(2)
---------------- ----------------- ----------
<S> <C> <C>
William Shaw 1,238,662(3)(4) 25.5%
1221 Avenue of the Americas
New York, NY 10020
Jerome Shaw 1,075,950(3)(5) 22.1%
2401 N. Glassell St.
Orange, CA 92665
Westport Asset Management, Inc. 280,725(6) 5.8%
253 Riverside Avenue
Westport, CT 06880
James J. Groberg 9,019(7) *
Irwin B. Robins 8,694 *
John R. Torell, III 1,000 *
Mark N. Kaplan 1,000 *
Howard B. Weinreich 7,349(8) *
All Executive Officers and
Directors as a Group 2,346,209(9) 47.7%
(10 persons)
</TABLE>
(1) Except as noted, each named beneficial owner has sole voting and
dispositive power with respect to their respective beneficially owned
shares.
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(2) Asterisk indicates less than 1%. Shares 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 calculation of the
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 45,000 shares issuable upon exercise of the portion of options
granted by the Company and held by Mr. Shaw which were exercisable on, or
will become exercisable within 60 days of, February 15, 1995.
(4) Includes 33,187 shares owned of record by Mr. Shaw as sole trustee of a
trust for the benefit of his wife, as to which Mr. Shaw disclaims
beneficial ownership.
(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,
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 by Mr. Shaw). Excludes 2,250 shares owned of record by
Mr. Shaw's wife, as to which Mr. Shaw disclaims beneficial ownership.
(6) Based on 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 13G reports 8,400
shares are beneficially owned by officers and shareholders of Westport who
disclaim the existence of a group.
(7) Includes 8,100 shares issuable upon exercise of the portion of options
granted by the Company and held by Mr. Groberg which were exercisable on,
or will become exercisable within 60 days of, February 15, 1995.
(8) Includes 2,500 shares issuable upon exercise of the portion of options
granted by the Company and held by Mr. Weinreich which were exercisable on,
or will become exercisable within 60 days of, February 15, 1995.
(9) Includes 102,350 shares issuable upon exercise of the portion of options
granted by the Company and held by directors and officers (including those
named above) which were exercisable on, or will become exercisable within
sixty days of, February 15, 1995. Excludes 2,250 shares owned beneficially
by spouses of directors and officers, as to which shares such directors and
officers disclaim beneficial ownership.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mark N. Kaplan, a director of the Company, is a partner in the law firm of
Skadden, Arps, Slate, Meagher & Flom, which firm has been retained by the
Company during the year ended October 28, 1994 and is being retained by the
Company during the Company's current fiscal year.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Volt Information Sciences, Inc.
By: /s/ Jack Egan
-----------------------------------
Jack Egan
Vice President-Corporate Accounting
Date: March 6, 1995
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