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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
(Name of Subject Company)
VOLT INFORMATION SCIENCES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
928703107
(CUSIP Number of Class of Securities)
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WILLIAM SHAW
CHIEF EXECUTIVE OFFICER
VOLT INFORMATION SCIENCES, INC.
560 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
Copy to:
RICHARD A. RUBIN, ESQ.
JENKENS & Gilchrist Parker Chapin LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 704-6000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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VOLT ANNOUNCES AGFA TO ACQUIRE AUTOLOGIC INFORMATION
INTERNATIONAL, VOLT'S 59% OWNED SUBSIDIARY
New York, NY - September 26, 2001 - Volt Information Sciences, Inc. (NYSE: VOL)
announced today that its 59% owned subsidiary, Autologic Information
International, Inc. (NASDAQ: AIII), has entered into a merger agreement with
Agfa Corporation of Ridgefield Park, New Jersey, a subsidiary of Agfa Gevaert NV
(AGFB.BRU). Under the two-stage transaction, a newly formed subsidiary of Agfa
Corporation is to make a cash tender offer for all outstanding shares of
Autologic common stock at $7.127 per share. The offer will be followed by a
back-end merger of Agfa Corporation's subsidiary with and into Autologic. Volt
has agreed to tender all of its Autologic shares and/or vote in favor of the
merger. The all cash transaction is valued at approximately $42,458,000. The
transaction, which is expected to be completed before year-end, is subject to
customary conditions. The tender offer is expected to commence as soon as
practicable following filing of required documents with the Securities and
Exchange Commission.
Autologic designs, manufactures, markets and services computer-based electronic
prepress systems to the publishing industry. Autologic employs approximately 370
people worldwide and operates through wholly owned subsidiaries in eight
countries and through distributors in the rest of the world. Autologic's sales
in the company's fiscal year ended November 3, 2000 amounted to $ 81 million.
The acquisition includes Xitron, a wholly owned subsidiary of Autologic, which
markets high-productivity workflow software for smaller printing companies and
prepress businesses.
"Our Board concluded that the transaction is in the best interests of Volt and
our stockholders. The tender price represents a premium over the recent market
prices of the Autologic's common stock," said Volt's Chairman of the Board and
President, William Shaw.
Volt Information Sciences, Inc. is a leading national provider of Staffing
Services, Telecommunications and Information Solutions, and Electronic
Publication and Typesetting Systems for its Fortune 100 customer base. Operating
through a network of over 350 Volt Services Group branch offices, the Staffing
Services segment fulfills IT and other technical, commercial, and industrial
placement requirements of its customers, on both a temporary and permanent
basis. The Telecommunications and Information Solutions businesses provide
complete telephone directory production and directory publishing; a full
spectrum of telecommunications construction,
installation and engineering services; and advanced information and operator
services systems for telephone companies. Through Autologic, the Electronic
Publication and Typesetting Systems segment has provided digital prepress
publishing solutions for its high circulation customers, primarily newspapers.
For additional information, please visit the Volt Information Sciences, Inc.,
web site at http://www.volt.com.
This news release is for informational purposes only. It does not constitute an
offer to purchase shares of Autologic or a solicitation/recommendation statement
under the rules and regulations of the Securities and Exchange Commission. At
the time Agfa commences the offer, Agfa will file with the Securities and
Exchange Commission a tender offer statement on Schedule TO and Autologic will
file a solicitation/recommendation statement on Schedule 14D-9. THOSE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION AND SECURITY HOLDERS OF AUTOLOGIC ARE ADVISED
TO CAREFULLY READ THOSE DOCUMENTS (WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER. These documents will be provided to
Autologic security holders at no expense to them and, when filed with the
Securities and Exchange Commission, may be obtained free at www.sec.gov.
This press release contains forward-looking statements which are subject to a
number of known and unknown risks including a failure of the transaction to
close due to failure of customary conditions to be met and a failure of
Autologic shareholders to tender shares or to approve the merger, if that
approval is necessary. Our SEC filings are available to the public over the
Internet at the SEC's website at http://www.sec.gov or at the Company's website
at http://www.volt.com in the Investor Information section.
CONTACTS: James J. Groberg / Ron Kochman,
Volt Information Sciences, Inc.
(212) 704-2400
Voltinvest@volt.com