================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
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)
VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN
(Full title of the plan)
Howard B. Weinreich, Esq.
Volt Information Sciences, Inc.
1221 Avenue of the Americas
New York, New York 10020-1579
(Name and address of agent for service)
(212) 704-2400
(Telephone number, including area code, of agent for service)
With a copy to:
Richard A. Rubin, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 704-6130
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered(1) price per share offering price fee(2)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 250,000 $44.3125 $11,078,125 $3,268.05
value $.10 per share
- --------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Volt Information Sciences, Inc. Savings
Plan.
(2) Calculated pursuant to Rule 457(c) and (h) based on the average of the high
and low sales prices of the Company's Common Stock as reported in the
consolidated reporting system on February 3, 1998.
================================================================================
<PAGE>
PART I
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Volt Information Sciences, Inc. Savings
Plan (the "Plan") as provided by Rule 428(b)(1) under the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (File No. 1-9232) pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997, (b) the Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1996 and (c) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed on
August 7, 1986 under the 1934 Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company or the Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New York Business Corporation Law ("NYBCL") in general permits a
New York corporation to indemnify any person made, or threatened to be made, a
party to an action or proceeding by reason of the fact that he or she was a
director or officer of the corporation, or served another entity in any capacity
at the request of the corporation, against any judgment, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. The NYBCL generally permits a corporation to grant other
rights to indemnification through its certificate of incorporation or by-laws,
or by resolution of shareholders or directors or by agreement to corporate
officers and directors except in instances where a judgment or other final
adjudication adverse to the officer or director establishes that (i) his or her
acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or (ii) the
officer or director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The Company's Restated Certificate of Incorporation permits the
Company to indemnify any officer, director or other person to the fullest extent
from time to time permitted by law, and provides that, to the extent consistent
therewith, the Company shall indemnify or advance expenses to any officer,
director or other person to the fullest extent required by or pursuant to any
present or future by-law of the Company, agreement approved by the Board of
Directors, or resolution of shareholders or directors.
In general, the Company's By-Laws provide that the Company shall
indemnify each corporate officer and director (as well as any person serving
another entity, trust or employee benefit plan in any capacity at the Company's
request) against judgments, fines, amounts paid in settlement and reasonable
expenses incurred in connection with the defense or as a result of any
threatened, pending or completed action, suit or proceeding (including civil,
criminal, administrative or investigative and actions by or in the right of the
Company or other entity, trust or employee benefit plan) to which the person
seeking indemnification is made or threatened to be made a party by virtue of
serving in any of those capacities, except in instances where the NYBCL
prohibits indemnification.
In addition, the Company's Restated Certificate of Incorporation
provides that directors shall not be liable to the Company or its shareholders
for damages for any breach of duty as a director, except for liability a
director may have for any act or omission prior to the effectiveness of the
Restated Certificate of Incorporation or if a judgment or other final
adjudication adverse to the director establishes that: (i) the director's acts
or omissions were in bad faith or involved intentional misconduct or a knowing
violation of law; (ii) the director personally gained in fact a financial profit
or other advantage to which the director was not legally entitled; or (iii) the
director's acts violated NYBCL Section 719 (which imposes liability on
transactions when contrary to NYBCL provisions). This provision also provides
that if the Company may by law be permitted to further eliminate or limit the
personal liability of directors, then the liability of a director shall, at such
time, automatically be further eliminated or limited to the fullest extent
permitted by law.
As permitted by New York law, the Company maintains certain insurance
covering the Company's obligation to indemnify directors and officers and also
covering director and officers individually, subject to certain limitations, in
instances in which they may not otherwise be indemnified by the Company.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
* 4.1 Restated Certificate of Incorporation of the Company, as filed
with the Department of State of the State of New York on January
29, 1997.
**4.2 Bylaws of the Company, as amended.
+23.1 Consent of Ernst & Young LLP
+24.1 Power of Attorney (see Page II-5 of this Registration Statement).
- -----------------------
+ Filed herewith.
* Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended November 1, 1996 (File No. 1-9232).
** Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended October 31, 1997 (File No. 1-9232).
The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is not being filed because the shares of Common Stock being
registered are not original issue shares. In addition, an Internal Revenue
Service ("IRS") determination letter required under Item 601(b)(5)(ii)(B) of
Regulation S-K is not being filed because the Registrant has included the
undertaking contained in Paragraph D of Item 9 hereof.
ITEM 9. UNDERTAKINGS
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(D) The Registrant has received all required determinations
from the IRS that the Plan, as amended to date, is qualified under Section 401
of the Internal Revenue Code and hereby undertakes to submit any amendment to
the Plan to the IRS which is required to be submitted in a timely manner and has
made or will make all changes required by the IRS to qualify the Plan.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on this 9th day of
February, 1998.
VOLT INFORMATION SCIENCES, INC.
By: /s/ William Shaw
-------------------------------------
William Shaw, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Irwin B. Robins, James J. Groberg
and Jack Egan and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ William Shaw Chairman of the Board, President February 9, 1998
- ------------------------ (Chief Executive Officer) and
William Shaw Director
/s/ James J. Groberg Senior Vice President February 9, 1998
- ------------------------ (Principal Financial Officer)
James J. Groberg and Director
/s Jack Egan Vice President, Corporate February 9, 1998
- ------------------------ (Principal Accounting Officer)
Jack Egan Accounting
/s/ Jerome Shaw Director February 9, 1998
- ------------------------
Jerome Shaw
/s/ Irwin B. Robins Director February 9, 1998
- ------------------------
Irwin B. Robins
Director February _, 1998
- ------------------------
Mark N. Kaplan
Director February _, 1998
- ------------------------
John R. Torrell, III
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrators of the Volt Information Sciences, Inc. Savings Plan have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on February 9, 1998.
VOLT INFORMATION SCIENCES, INC.
SAVINGS PLAN
By: /s/ James J. Groberg
---------------------------------
James J. Groberg, Member of the
Administrative Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
*4.1 Restated Certificate of Incorporation of the Company, as filed with
the Department of State of the State of New York on January 29, 1997.
**4.2 Bylaws of the Company, as amended.
+23.1 Consent of Ernst & Young LLP
+24.1 Power of Attorney (see Page II-5 of this Registration Statement).
- -----------------------
+ Filed herewith.
* Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended November 1, 1996 (File No. 1-9232).
** Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended October 31, 1997 (File No. 1-9232).
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Volt Information Sciences, Inc. Savings Plan of Volt
Information Sciences, Inc. of our reports (a) dated December 17, 1997, with
respect to the consolidated financial statements and schedule of Volt
Information Sciences, Inc. and subsidiaries included in its Annual Report on
Form 10-K for the year ended October 31, 1997, filed with the Securities and
Exchange Commission and (b) dated June 4, 1997, with respect to the financial
statements and schedules of the Volt Information Sciences, Inc. Savings Plan
included in the Plan's Annual Report on Form 11-K for the year ended December
31, 1996, filed with the Securities and Exchange Commission..
/s/ ERNST & YOUNG LLP
February 9, 1998
