<PAGE> 1
FORM 10-K/A1
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 (No Fee Required) For the fiscal year ended
November 1, 1996
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
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(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
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(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: None
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 17, 1997 (based on the closing price on The Nasdaq
Stock Market's National Market on that date) was approximately $221,000,000
(based on the number of shares outstanding on that date exclusive of all
shares held beneficially 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
17, 1997 was 9,708,143.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
WILLIAM SHAW, 72, 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, 70, 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, 62, 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, 68, 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 1985 and also from 1973 to 1981. He has served as a director
of the Company since 1987.
JOHN R. TORELL III, 57, has been a director of the Company since October
1989. Mr. Torell has been Chairman of Torell Management, Inc. (a financial
management company) for more than the past five years and Chairman of Telesphere
Corporation (an electronics securities data firm). He is past President of
Manufacturers Hanover Corporation (a bank holding company) and Manufacturers
Hanover Trust Company (a bank); past Chairman, President and Chief Executive
Officer of CalFed, Inc. (a savings and loan holding company) and past Chairman
and Chief Executive Officer of Fortune Bancorp (a savings and loan holding
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, 66, has been a director of the Company since April 1991.
Mr. Kaplan 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,
American Biltrite, Inc., Congoleum Corporation and MovieFone, Inc.
HOWARD B. WEINREICH, 54, 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, 47, has been the Vice President - Corporate Accounting for the
Company for more than the past five years and has been employed in executive
capacities by the Company since 1992.
DANIEL G. HALLIHAN, 48, has been Vice President - Accounting Operations for
the Company for more than the past five years and has been employed in executive
capacities by the Company since 1992.
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LUDWIG M. GUARINO, 45, 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 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 1997 Annual Meeting of
Shareholders (which the Company anticipates will be held in June 1997), while
the terms of office of Messrs. Irwin B. Robins, Mark N. Kaplan and John R.
Torell expire at the Company's 1998 Annual Meeting of Shareholders or, in each
case, until the election and qualification 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 1997 Annual
Meeting of Directors, which is scheduled to be held immediately after the 1997
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.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 copies of the reports furnished to the Company, 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 ended November 1, 1996 were timely filed.
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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 1, 1996, November 3, 1995 and October 28, 1994
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 1, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
SECURITIES
UNDERLYING
ANNUAL COMPENSATION ALL OTHERS ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS OPTIONS (2) COMPENSATION (3)
------------------ ---- ---------- ----- ----------- ----------------
<S> <C> <C> <C> <C> <C>
William Shaw, 1996 $355,000 39,000 $716
President and 1995 348,365 1,631
Chief Executive Officer 1994 330,000 1,571
Jerome Shaw, 1996 355,000 39,000 716
Executive Vice President 1995 348,365 1,894
1994 330,000 1,571
James J. Groberg, 1996 270,799 $65,000 23,000 358
Senior Vice President and 1995 240,528 15,000 1,651
Chief Financial Officer 1994 161,589 10,000 23,000 1,260
Irwin B. Robins, 1996 220,155 10,000 23,000 477
Senior Vice President 1995 214,135 10,000 1,907
1994 202,500 5,000 1,452
Howard B. Weinreich, 1996 161,589 7,500 9,000 358
General Counsel 1995 154,915 7,500 1,781
1994 145,167 5,000 1,051
</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) Includes options to purchase the following number of shares of common
stock of the Company's 59% - owned subsidiary, Autologic Information
International: William Shaw, 9,000; Jerome Shaw, 9,000; James J.
Groberg, 5,000; Irwin B. Robins, 5,000; and Howard B. Weinreich, 3,000.
See "Option Grants in Last Fiscal Year", below.
(3) Amounts in fiscal 1996 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 1996 have not been allocated
to date. Allocated contributions and forfeitures for fiscal 1995 and
1994 are included in those respective years.
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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 their
continued employment in their respective present executive capacities 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 geographic
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, 1998. Pursuant to the agreement, Mr. Robins is entitled to receive an annual
base salary, which is presently $225,000 (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
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 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.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted during the
Company's 1996 fiscal year to the executive officers named in the Summary
Compensation Table by the Company and its 59% - owned subsidiary, Autologic
Information International, Inc. ("Autologic"):
- --------------------------------------------------------------------------------
INDIVIDUAL OPTIONS
------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
ASSUMING ANNUAL
RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION
OPTION EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED(1) FISCAL YEAR (2) PER SHARE DATE 5% 10%
- ------------ ---------- --------------- ---------- ----------- --- ---
<S> <C> <C> <C> <C> <C> <C>
WILLIAM SHAW 30,000 6.3 % $38.13 8/26/06 $719,298 $1,822,843
9,000 6.7 % 13.20 1/21/01 19,038 53,135
JEROME SHAW 30,000 6.3 % 27.13 4/22/06 511,763 1,296,908
9,000 6.7 % 13.20 1/21/01 19,038 53,135
JAMES J. GROBERG 18,000 3.8 % 27.13 4/22/06 307,058 778,145
5,000 3.7 % 12.00 1/29/06 37,734 95,625
IRWIN B. ROBINS 18,000 3.8 % 27.13 4/22/06 307,058 778,145
5,000 3.7 % 12.00 1/29/06 37,734 95,625
HOWARD B. WEINREICH 6,000 1.3 % 27.13 4/22/06 102,353 259,382
3,000 2.2 % 12.00 1/29/06 22,460 57,375
- -------------
</TABLE>
(1) The options reflected on the first line adjacent to each optionee's
name were granted under the Company's 1995 Non-Qualified Stock Option
Plan (the "Company Plan"). Each option was granted at an exercise price
equal to 100% of the market value of the Company's common stock on the
date of grant and is exercisable at any time during its ten-year term,
commencing one year following the date of grant, subject to earlier
termination at specified times following termination of employment,
death or disability. The options reflected on the second line under
each optionee's name were granted under Autologic's 1995 Employee
Incentive Stock Option Plan (the "Autologic Plan"). Each option was
granted at an exercise price equal to 100% (110% in the case of William
& Jerome) Shaw of the market value of Autologic's common stock on the
date of grant and is exercisable at any time during its term,
commencing one year following the date of grant, subject to earlier
termination at specified times following termination of employment with
Volt, death or disability.
(2) The percentages reflect, in the case of options granted under the
Company Plan, the percent of total options granted to all employees of
the Company during fiscal 1996 and, in the case of the Autologic Plan,
the percent of total options granted to all employees of Autologic
during fiscal 1996.
(3) These values are hypothetical values using assumed compound growth
rates prescribed by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the
market price of the Company's common stock.
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STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information concerning common stock
of the Company acquired upon the exercise of stock options (no options to
purchase common stock of Autologic were exercised) during the Company's fiscal
year ended November 1, 1996, and common stock of the Company and Autologic
subject to unexercised options held at November 1, 1996, by the executive
officers named in the Summary Compensation table .
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED (1) UNEXERCISABLE) UNEXERCISABLE) (2)
---- ----------- ------------ --------------- ------------------
<S> <C> <C> <C> <C>
William Shaw - - 109,000/30,000 $3,025,000/56,250
Jerome Shaw - - 109,000/30,000 3,025,000/386,250
James J. Groberg 800 $13,600 5,000/18,000 - /231,750
Irwin B. Robins - - 5,000/18,000 - /231,750
Howard B. Weinreich 3,600 54,975 5,000/6,000 54,240/77,250
</TABLE>
(1) Represents the closing price of the Company's common stock reported by The
Nasdaq Stock Market's National Market ("NASDAQ/NMS") on the dates of exercise of
the option, minus the option exercise price. None of the options to purchase
common stock of Autologic were exercised.
(2) Represents the closing sale price of the Company's common stock as reported
by NASDAQ/NMS on November 1, 1996, minus the option exercise price. None of the
options to purchase common stock of Autologic were in-the-money.
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
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 1996
fiscal year and is being retained during the Company's 1997 fiscal year)
participated in deliberations of the Company's Board of Directors concerning
executive officer compensation during the year ended November 1, 1996. 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 23, 1997 (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 2,486,952 (3) (4) 25.6%
1221 Avenue of the Americas
New York, NY 10020-1579
Jerome Shaw 2,188,184 (3) (5) 22.6%
2401 N. Glassell Street
Orange, CA 92665
Westport Asset Management, Inc. 546,350 (6) 5.6%
253 Riverside Avenue
Westport, CT 06880
James J. Groberg 19,957 (3) *
Irwin B. Robins 34,698 (3) *
John R. Torell, III 2,000 *
Mark N. Kaplan 2,000 *
Howard B. Weinreich 10,011 (3) *
All Executive Officers and
Directors as a Group 4,750,651 (3) (7) 49.0%
(10 persons including the foregoing)
</TABLE>
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their respective beneficially owned shares.
Includes shares held for the account of executive officers under the Company's
Employee Stock Ownership Plan as at May 31, 1996 (the latest date as of which
information is available) and under the Company's 401(k) Savings Plan.
(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 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.
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(3) Includes shares issuable upon the exercise of the portion of options granted
by the Company which were exercisable on or within 60 days of February 23, 1997
as follows: William Shaw, 100,000; Jerome Shaw, 130,000; James J. Groberg,
18,000; Irwin B. Robins, 18,000; Howard B. Weinreich, 6,000; and all executive
officers and directors as group, 275,000.
(4) Includes 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.
(5) Includes (i) 1,872,552 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) 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). Excludes 4,500
shares owned of record by Mr. Shaw's wife, as to which Mr. Shaw disclaims
beneficial ownership.
(6) Based on Schedule 13G dated February 13, 1997 filed by Westport Asset
Management, Inc. ("Westport"), an investment advisor registered under the
Investment Advisors Act of 1940, containing information as at December 31, 1996.
According to the Schedule 13G, Westport has shared voting power and shared
dispositive power with respect to 529,550 of these shares. Most of the shares
are held in certain discretionary managed accounts of Westport, but the Schedule
13G reports that certain shares are beneficially owned by officers and
shareholders of Westport who disclaim the existence of a group.
(7) Excludes 4,500 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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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 1, 1996 and is being retained by the
Company during the Company's current fiscal year.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
Dated: February 27, 1997 By: /s/Jack Egan
New York, New York ----------------------
Jack Egan,
Vice President
Corporate Accounting
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