<PAGE> 1
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 November 3, 1995
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 10020-1579
- ----------------------------------------------- -------------------
(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. [ ]
The aggregate market value of the common stock held by non-affiliates of the
Registrant as of January 16, 1996 (based on the closing price on the NASDAQ
National Market on that date) was approximately $123,000,000 (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 16, 1996 was
9,687,543.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
WILLIAM SHAW, 71, 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, 69, 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, 61, 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, 67, 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, 56, 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 PaineWebber, Inc. and
Mitchell Hutchins, Inc. serve as advisor.
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 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, 53, 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, 46, 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, 47, 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, 44, 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. Irwin B.
Robins, Mark N. Kaplan and John R. Torell expire at the Company's 1996 Annual
Meeting of Shareholders (which the Company anticipates will be held in June
1996), while the terms of office of Messrs. William Shaw, Jerome Shaw and James
J. Groberg expire at the Company's 1997 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 1996
Annual Meeting of Directors, which is scheduled to be held immediately after the
1996 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. Messrs. William Shaw, Jerome Shaw and Irwin B. Robins are
parties to employment agreements with the Company. See "Employment Agreements"
in Item 11. Executive Compensation.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership, and reports
of changes of ownership, of the Company's equity securities with the Securities
and Exchange Commission and furnish copies of those reports to the Company.
Based solely on a review of the copies of the reports furnished to the Company
to date, or written representations that no reports were required, the Company
believes that all reports required to be filed by such persons with respect to
the Company's fiscal year ending November 3, 1995 were timely made, except that
James J. Groberg filed one report late with respect to one transaction.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services rendered in all capacities to the Company and its subsidiaries
during the fiscal years ended November 3, 1995, October 28, 1994 and October 29,
1993 of the Company's Chief Executive Officer and each of the four other
executive officers of the Company who received the highest cash compensation
during the year ended November 3, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
COMPENSATION
PRINCIPAL POSITION YEAR SALARY (1) BONUS (2)
------------------ ---- ---------- ----- ------------
<S> <C> <C> <C> <C>
William Shaw, 1995 $348,365 $ 226
President and 1994 330,000 1,571
Chief Executive Officer 1993 330,000 902
Jerome Shaw, 1995 348,365 489
Executive Vice President 1994 330,000 1,571
1993 330,000 902
James J. Groberg, 1995 240,528 $15,000 246
Senior Vice President and 1994 219,603 15,000 1,260
Chief Financial Officer 1993 214,865 10,000 506
Irwin B. Robins, 1995 214,135 10,000 502
Senior Vice President 1994 202,500 5,000 1,452
1993 196,577 902
Howard B. Weinreich, 1995 154,915 7,500 376
General Counsel 1994 145,167 5,000 1,051
1993 139,878 675
</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 1995 represent premiums paid under the Company's
group life insurance policy. Contributions by the Company, and
forfeitures of interests of terminated employees, under the Company's
Employee Stock Ownership Plan for fiscal 1995 have not been allocated
to date. Amounts in fiscal 1994 include premiums under the Company's
group life insurance policy ($613 for William Shaw, $613 for Jerome
Shaw, $308 for James J. Groberg, $629 for Irwin B. Robins and $472 for
Howard B. Weinreich) and the market value at the date of contribution
of the portion of the shares of Common Stock contributed by the Company
under its Employee Stock Ownership Plan ($837 for William Shaw, $837
for Jerome Shaw, $831 for James J. Groberg, $719 for Irwin B. Robins
and $506 for Howard B. Weinreich), along with the market value at
year-end 1994 of the
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<PAGE> 5
portion of the shares forfeited by terminated employees under such plan
($121 for William Shaw, $121 for Jerome Shaw, $121 for James J.
Groberg, $104 for Irwin B. Robins and $73 for Howard B. Weinreich),
which were allocated during fiscal 1995 with respect to fiscal 1994 to
the named executive officers in accordance with the Plan.
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 $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 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 $215,000 (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
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<PAGE> 6
control" (as defined) of the Company shall have occurred if, during their
respective consulting periods, they shall elect to terminate their respective
employment agreements and thereby relinquish any further payments or other
benefits thereunder.
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
No options were granted to any of the executive officers named in the
Summary Compensation Table during the year ended November 3, 1995. The following
table sets forth certain information concerning Common Stock acquired upon the
exercise of stock options during the Company's fiscal year ended November 3,
1995 by, and Common Stock subject to unexercised options held at November 3,
1995 by, the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED (1) UNEXERCISABLE) UNEXERCISABLE) (2)
---- ----------- ------------ ------------------- --------------------
<S> <C> <C> <C> <C>
William Shaw - - 100,000/ - $1,425,000/ -
Jerome Shaw - - 100,000/ - 1,425,000/ -
James J. Groberg 18,200 $165,175 800/ - 14,400/ -
Irwin B. Robins - - - - - -
Howard B. Weinreich 1,200 18,300 5,600/ - 66,400/ -
</TABLE>
(1) Represents the closing price of the Company's Common Stock as reported
by the National Association of Securities Dealers Automated Quotation
System - National Market System ("NASDAQ/NMS") on the dates of exercise
of the options, minus the option exercise price.
(2) Represents the closing sale price of the Company's Common Stock as
reported by NASDAQ/NMS on November 3, 1995, minus the option 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.
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 1995
fiscal year and is being retained during the Company's 1996 fiscal year)
participated in deliberations of the Company's Board of Directors concerning
executive officer compensation during the year ended November 3, 1995. Each
executive officer who is also a director does not participate in deliberations
as to his own compensation.
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<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as of February 16, 1996
(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) executive officers and directors 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 2,487,097 (3) 25.4%
1221 Avenue of the Americas
New York, NY 10020-1579
Jerome Shaw 2,162,143 (4) 22.1%
2401 N. Glassell St.
Orange, CA 92665
Westport Asset Management, Inc. 487,850 (5) 5.0%
253 Riverside Avenue
Westport, CT 06880
James J. Groberg 2,705 (6) *
Irwin B. Robins 17,447 *
John R. Torell, III 2,000 *
Mark N. Kaplan 2,000 *
Howard B. Weinreich 8,939 (7) *
All Executive Officers and 4,686,995 (8) 47.4%
Directors as a Group
(10 persons)
</TABLE>
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their respective beneficially owned
shares.
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<PAGE> 8
(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 (i) 66,374 shares owned of record by Mr. Shaw as sole trustee
of a trust for the benefit of his wife, as to which shares Mr. Shaw
disclaims beneficial ownership, and (ii) 100,000 shares issuable upon
exercise of options granted by the Company, each of which are
exercisable in full.
(4) Includes (i) 1,876,130 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) 157,500 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 157,500 shares is not an
admission of beneficial ownership thereof by Mr. Shaw) and (iii)
100,000 shares issuable upon exercise of options granted by the
Company, each of which are exercisable in full. Excludes 2,250 shares
owned of record by Mr. Shaw's wife, as to which Mr. Shaw disclaims
beneficial ownership.
(5) Based on a Schedule 13G dated February 14, 1996 filed by Westport Asset
Management, Inc. ("Westport"), an investment advisor registered under
the Investment Advisers Act of 1940, containing information as at
December 31, 1995. According to the Schedule 13G, Westport has shared
voting power and shared dispositive power with respect to 471,050 of
these shares. Most of the shares are held in certain discretionary
managed accounts of Westport, but the Schedule 13G reports 16,800
shares are beneficially owned by officers and shareholders of Westport
who disclaim the existence of a group.
(6) Includes 800 shares issuable upon exercise of options granted by the
Company, each of which are exercisable in full.
(7) Includes 2,000 shares issuable upon exercise of options granted by the
Company, each of which are exercisable in full.
(8) Includes 202,800 shares issuable upon exercise of options granted by
the Company and held by executive officers and directors (including
those named above), each of which options are exercisable in full.
Excludes 2,250 shares owned beneficially by the spouse of an executive
officer and director, as to which shares such executive officer and
director disclaims beneficial ownership.
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<PAGE> 9
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 November 3, 1995 and is being retained by the
Company during the Company's current fiscal year.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
14(a)(1). Financial Statements
The following consolidated financial statements of Volt
Information Sciences, Inc. and subsidiaries are included in
Item 8:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets--November 3, 1995 and October 28, 1994. 29
Consolidated Statements of Operations--Years ended November 3, 1995,
October 28, 1994 and October 29, 1993. 30
Consolidated Statements of Stockholders' Equity--Years ended
November 3, 1995, October 28, 1994 and October 29, 1993. 31
Consolidated Statements of Cash Flows--Years ended November 3, 1995
October 28, 1994 and October 29, 1993. 32
Notes to Consolidated Financial Statements. 34
</TABLE>
14(a)(2). Financial Statement Schedules
The following consolidated financial statement schedule of Volt
Information Sciences, Inc. and subsidiaries is included in
response to Item 14(d).
<TABLE>
<S> <C>
Schedule II--Valuation and qualifying accounts S-1
</TABLE>
Other schedules (Nos. I, III, IV and V) for which provision
is made in the applicable accounting regulation of the
Securities and Exchange Commission are not required under the
related instructions or are not applicable and, therefore,
have been omitted.
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<PAGE> 10
14(a)(3). Exhibits
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
2.01 Asset Purchase and Sale Agreement entered into October 6, 1993
between the Company and Omnibus Funding Corporation, et. al.
(Exhibit 2.1 to the Company's Form 8-K, dated October 6, 1993,
File No. 1-9232)
2.02 Agreement and Plan of Merger dated as of October 5, 1995, as
amended on November 10, 1995 and December 7, 1995, among
Information International, Incorporated, Autologic, Inc., a
recently formed Delaware corporation, the name of which has
since been change to Autologic Information International,
Inc., and Volt Information Sciences, Inc., Incorporated by
Reference to Appendix I to the Registration Statement on Form
S-4 of Autologic Information International, Inc., (File No.
33-99278).
3.01(a) Restated Certificate of Incorporation of the Company, as filed
with the Department of State of New York on December 28, 1967
(Exhibit 3(a) to the Company's Registration Statement on Form
S-1, dated January 19, 1971, File No. 2-39320).
3.01(b) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on January 12, 1968 (Exhibit 3(b) to the
Company's Registration Statement on Form S-1, dated January
19, 1971, File No. 2-39320).
3.01(c) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on July 17, 1968 (Exhibit 3(c) to the
Company's Registration Statement on Form S-1, dated January
19, 1971, File No. 2-39320).
3.01(d) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on July 22, 1981 (Exhibit 4(a)(4) to the
Company's Registration Statements on Form S-16, dated July 30,
1981, File Nos. 2-73366 and 2-73367).
3.01(e) Certificate of Merger of Volt Information Sciences Capital
Corp. and VIS Capital Corp. into the Company, as filed with
the Department of State of New York on May 2, 1986 (Exhibit
(d)(v) to the Company's Registration Statement on Form 8-A,
filed August 7, 1986, File No. 1-9232).
3.01(f) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on June 13, 1988 (Exhibit 4.01 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
July 29, 1988).
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
14(a)(3). Exhibits--Continued
-------------------
<S> <C>
3.02 By-Laws of the Company (Exhibit 4.02 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 29,
1988).
4.01(a) Form of Indenture, dated as of April 15, 1983 among the
Company, VIS Capital Corp. and BankAmerica Trust Company of
New York, as Trustee, including on pages 1-8 thereof, the full
text of the 12-3/8% Senior Subordinated Debentures and
Guarantees (Exhibit 4.01 to the Company's Registration
Statement on Form S-2, dated May 3, 1983, File No. 2-83260).
4.01(b) Form of Supplemental Indenture, dated as of May 2, 1986,
between the Company and BankAmerica Trust Company, as Trustee
(Exhibit (g)(ii) to the Company's Registration Statement on
Form 8-A, filed August 7, 1986, File No. 1-9232).
10.01(a)* Non-Qualified Stock Option Incentive Plan, as amended
September 29, 1980 (Exhibit 10.12(b) to the Company's
Registration Statement on Form S-7, dated February 4, 1981,
File No. 2-70588).
10.01(b)* 1995 Non-Qualified Stock Option Plan (Exhibit A to the
Company's Proxy Statement dated May 26, 1995 used in
connection with the Company's 1995 Annual Meeting of
Shareholders, File No. 1-9233)
10.02(a)* Agreement dated as of May 1, 1987 between the Company and
William Shaw (Exhibit 19.01 to Quarterly Report on Form 10-Q
for the quarter ended May 1, 1987, File No. 1-9232).
10.02(b)* Amendment dated January 3, 1989 to Agreement between the
Company and William Shaw (Exhibit 19.01(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended October
28, 1988, File No. 1-9232).
10.03(a)* Agreement dated as of May 1, 1987 between the Company and
Jerome Shaw (Exhibit 19.02 to the Company's Quarterly Report
on Form 10-Q for the quarter ended May 1, 1987, File No.
1-9232).
10.03(b)* Amendment dated January 3, 1989 to Agreement between the
Company and Jerome Shaw (Exhibit 19.02(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended October
28, 1988, File No. 1-9232).
10.04(a)* Agreement dated as of May 1, 1987 between the Company and
Irwin B. Robins (Exhibit 19.03 to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 1, 1987, File
No. 1-9232).
10.04(b)* Amendment dated June 1, 1992 to Agreement between the Company
and Irwin B. Robins. (Exhibit 10.04(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended October 30,
1992, File No. 1-9232).
</TABLE>
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<PAGE> 12
<TABLE>
<S> <C>
10.04(c)* Amendment dated April 28, 1994 to Agreement between the
Company and Irwin B. Robins. (Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended April 29,
1994, File No. 1-9232).
21.** Subsidiaries of the Registrant.
23.01*** Consent of Ernst & Young LLP.
27.** Financial Data Schedule (filed with electronic version only).
</TABLE>
_____________________________________________________
* Management contract or compensation plan or arrangement.
** Filed with the initial filing of this Report. herewith.
*** Filed herewith.
14 (b). Reports on Form 8-K
The only Report on Form 8-K filed during the fourth quarter of the year
ended November 3, 1995 was a report dated October 5, 1995 (date of earliest
event reported), reporting Item 5. Other Events.
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: February 27, 1996
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<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
2.01 Asset Purchase and Sale Agreement entered October 6, 1993,
between the Company and Omnibus Funding Corporation, et. al.
(Exhibit 2.1 to the Company's Form 8-K, dated October 6, 1993,
File No. 1-9232).
2.02 Agreement and Plan of Merger dated as of October 5, 1995, as
amended on November 10, 1995 and December 7, 1995, among
Information International, Incorporated, Autologic, Inc., a
recently formed Delaware corporation, the name of which has
since been changed to Autologic Information International,
Inc., and Volt Information Sciences, Inc., Incorporated by
Reference to Appendix I to the Registration Statement on Form
S-4 of Autologic Information International, Inc., (File No.
33-99278).
3.01(a) Restated Certificate of Incorporation of the Company, as filed
with the Department of State of New York on December 28, 1967
(Exhibit 3(a) to the Company's Registration Statement on Form
S-1, dated January 19, 1971, File No. 2-39320).
3.01(b) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on January 12, 1968 (Exhibit 3(b) to the
Company's Registration Statement on Form S-1, dated January
19, 1971, File No. 2-39320).
3.01(c) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on July 17, 1968 (Exhibit 3(c) to the
Company's Registration Statement on Form S-1, dated January
19, 1971, File No. 2-39320).
</TABLE>
- 13 -
<PAGE> 14
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
3.01(d) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on July 22, 1981 (Exhibit 4(a)(4) to the
Company's Registration Statements on Form S-16, dated July 30,
1981, File Nos. 2-73366 and 2-73367).
3.01(e) Certificate of Merger of Volt Information Sciences Capital
Corp. and VIS Capital Corp. into the Company, as filed with
the Department of State of New York on May 2, 1986 (Exhibit
(d)(v) to the Company's Registration Statement on Form 8-A,
filed August 7, 1986, File No. 1-9232).
3.01(f) Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, as filed with the Department of
State of New York on June 13, 1988 (Exhibit 4.01 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
July 29, 1988).
3.02 By-Laws of the Company (Exhibit 4.02 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 29.
1988).
4.01(a) Form of Indenture, dated as of April 15, 1983 among the
Company, VIS Capital Corp. and BankAmerica Trust Company of
New York, as Trustee, including on pages 1-8 thereof, the full
text of the 12-3/8% Senior Subordinated Debentures and
Guarantees (Exhibit 4.01 to the Company's Registration
Statement on Form S-2, dated May 3, 1983, File No. 2-83260).
4.01(b) Form of Supplemental Indenture, dated as of May 2, 1986,
between the Company and BankAmerica Trust Company, as Trustee
(Exhibit (g)(ii) to the Company's Registration Statement on
Form 8-A, filed August 7, 1986, File No. 1-9232).
10.01(a)* Non-Qualified Stock Option Incentive Plan, as amended
September 29, 1980 (Exhibit 10.12(b) to the Company's
Registration Statement on Form S-7, dated February 4, 1981,
File No. 2-70588).
</TABLE>
- 14 -
<PAGE> 15
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
10.01(b)* 1995 Non-Qualified Stock Option Plan (Exhibit A to the
Company's Proxy Statement dated May 26, 1995 used in
connection with the Company's 1995 Annual Meeting of
Shareholders, File No. 1-9233)
10.02(a)* Agreement dated as of May 1, 1987 between the Company and
William Shaw (Exhibit 19.01 to the Company's Quarterly Report
on Form 10-Q for the quarter ended May 1, 1987, File No.
1-9232).
10.02(b)* Agreement dated January 3, 1989 to Agreement between the
Company and William Shaw (Exhibit 19.01(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended October
28, 1988, File No. 1-9232).
10.03(a)* Amendment dated as of May 1, 1987 between the Company and
Jerome Shaw (Exhibit 19.02 to the Company's Quarterly Report
on Form 10-Q for the quarter ended May 1, 1987, File No.
1-9232).
10.03(b)* Amendment dated January 3, 1989 to Agreement between the
Company and Jerome Shaw (Exhibit 19.02(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended October
28, 1988, File No. 1- 9232).
10.04(a)* Agreement dated as of May 1, 1987 between the Company and
Irwin B. Robins (Exhibit 19.03 to the Company's Quarterly
Report on Form 10- Q for the quarter ended May 1, 1987, File
No. 1-9232).
10.04(b)* Amendment dated June 1, 1992 to Agreement between the Company
and Irwin B. Robins. (Exhibit 10.04(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended October 30,
1992, File No. 1-9232).
</TABLE>
- 15 -
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
10.04(c)* Amendment dated April 28, 1994 to Agreement between the
Company and Irwin B. Robins. (Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the quarter ended April 29,
1994, File No. 1-9232).
21.** Subsidiaries of the Registrant.
23.01*** Consent of Ernst & Young LLP.
27.** Financial Data Schedule (filed with electronic version only).
</TABLE>
________________________________________________
* Management contract or compensation plan or arrangement.
** Filed with the initial filing of this Report.
*** Filed herewith.
- 16 -
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 2
to Registration Statement No. 2-75618 on Form S-8 dated September 12, 1988,
Post-Effective Amendment No. 3 to Registration Statement No. 2-70180 on Form S-8
dated April 8, 1983, and Registration Statement No. 33-18565 on Form S-8 dated
December 14, 1987 of Volt Information Sciences, Inc. of our report dated January
2, 1996, with respect to the consolidated financial statements and schedule of
Volt Information Sciences, Inc. and subsidiaries included in the Form 10-K for
the year ended November 3, 1995.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
January 26, 1996
