FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
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PURSUANT TO SECTION 12(b) OR (g) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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VOLT INFORMATION SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
New York 13-5658129
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1221 Avenue of the Americas, New York New York 10020-1579
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The total authorized capital of the Company consists of 500,000
shares of Preferred Stock, $1.00 par value per share, and 30,000,000 shares of
Common Stock, $.10 par value per share.
PREFERRED STOCK
No shares of Preferred Stock have been issued and the Company has
no present plans to issue shares of Preferred Stock. The Board of Directors has
the authority, without action by the shareholders, to create one or more series
of Preferred Stock and to fix the designation, relative rights (including
voting, dividend, conversion, sinking fund and redemption rights), preferences
(including with respect to dividends and on liquidation) and limitations of each
series.
COMMON STOCK
Each outstanding share of Common Stock is entitled to one vote on
all matters submitted to a vote of shareholders. There is no cumulative voting.
Subject to the rights of any series of Preferred Stock which may from time to
time be outstanding, the holders of outstanding shares of Common Stock are
entitled to receive all dividends declared by the Board of Directors out of
assets legally available therefor at such times and in such amounts as the Board
of Directors may from time to time determine. Upon liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive
pro rata the assets of the Company which are legally available for distribution,
after payment of all debts and other liabilities and subject to the prior rights
of the holders of Preferred Stock, if any. Shares of Common Stock are neither
redeemable nor convertible, and the holders thereof have no preemptive or
subscription rights to purchase any securities of the Company.
The Board is divided into two classes, each class to consist of
at least three members. Each class is elected for a term of two years. At each
annual meeting, directors are elected to succeed those in the class whose term
expires at that annual meeting, such newly elected directors to hold office
until the second succeeding annual meeting and the election and qualification of
their respective successors.
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Exhibit 2. Exhibits
Copies of the following documents are being filed with the New
York Stock Exchange (the "Exchange") with the filing of this registration
statement with the Exchange but, pursuant to instruction II of Form 8-A, are not
being filed with the copies of this registration statement being filed with the
Securities and Exchange Commission:
1(a) Annual Report on Form 10-K for the year ended November 1, 1996.
1(b) Amendment No. 1 and Form 10-K/A to the Company's Annual Report on
Form 10-K for the year ended November 1, 1996.
2 Quarterly Report on Form 10-Q for the quarter ended January 31,
1997.
4(a) Restated Certificate of Incorporation, as filed with the
Department of State of the State of New York on January 29, 1997.
4(b) By-Laws of the Company, as amended to date.
5 Specimen of the Company's Common Stock certificate.
6 Copy of the Company's 1995 Annual Report to Shareholders.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
Dated: April 15, 1997 By: /s/ William Shaw
William Shaw
Chairman of the Board
of Directors and President
