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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.)
560 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-2928
(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.
560 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-2928
(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.
JENKENS & GILCHRIST PARKER CHAPIN LLP
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(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
---------------------- ----------------- ---------------------- ---------------------- ------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered(1) price per share(2) offering price fee(2)
---------------------- ----------------- ---------------------- ---------------------- ------------------
Common Stock, par 500,000 $13.965 $6,982,500 $564.89
value $.10 per share
---------------------- ----------------- ---------------------- ---------------------- ------------------
(1) In accordance with Rule 416(a), the number of shares of Common Stock being
registered hereunder may be increased from time to time to that number of
shares of Common Stock resulting from a stock split, stock dividend or
similar transaction applicable to the currently registered number of shares
of Common Stock. 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, for which no separate registration fee is
required.
(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 on the New York Stock
Exchange, as reported in the consolidated reporting system on June 16,
2003.
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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
November 3, 2002;
(b) the Company's Quarterly Report on Form 10-Q for the quarters ended
February 2, 2003 and May 4, 2003;
(c) the Company's Current Reports on Form 8-K dated (date of earliest event
reported) April 1, 2003 filed on April 2, 2003 and dated (date of earliest event
reported) June 12, 2003 filed on June 12, 2003;
(d) the Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2001; and
(e) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on April 15, 1997 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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.
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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.
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.
5 The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation
S-K is not required because the shares of Common Stock being
registered are not original issue shares. In addition, neither an
opinion of counsel nor an Internal Revenue Service ("IRS")
determination letter is required under Item 601(b)(5)(ii) of
Regulation S-K because the Registrant has included the undertaking
contained below in this Item 8.
+23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney of certain officers and directors of the Company
(included as part of the signature page).
_______________________
+ 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 30, 1998 (File No. 1-9232).
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 to the IRS in a timely manner any
amendment to the Plan which is required to be submitted and has made or will
make all changes required by the IRS to qualify the Plan.
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.
(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.
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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 18th day of
June, 2003.
VOLT INFORMATION SCIENCES, INC.
By: /s/ William Shaw
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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 James J. Groberg, Jack Egan and
Howard B. Weinreich 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 (Chief June 18, 2003
William Shaw Executive Officer) and Director
/s/ James J. Groberg
- ------------------------------ Senior Vice President
James J. Groberg (Principal Financial Officer) June 18, 2003
and Director
/s/ Jack Egan
- ------------------------------ Vice President, Corporate Accounting June 18, 2003
Principal Accounting Officer)
Jack Egan
/s/ Jerome Shaw Director June 18, 2003
- ------------------------------
Jerome Shaw
/s/ Steven A. Shaw Director June 18, 2003
- ------------------------------
Steven A. Shaw
/s/ Lloyd Frank Director June 18, 2003
- ------------------------------
Lloyd Frank
- ------------------------------
Irwin B. Robins Director
- ------------------------------
Mark N. Kaplan Director
- ------------------------------
Bruce G. Goodman Director
- ------------------------------
William H. Turner Director
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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 June 18, 2003.
VOLT INFORMATION SCIENCES, INC.
SAVINGS PLAN
By: /s/ James J. Groberg
---------------------------------------
James J. Groberg, Member of the
Administrative Committee
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.
5 The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation
S-K is not required because the shares of Common Stock being
registered are not original issue shares. In addition, neither an
opinion of counsel nor an Internal Revenue Service ("IRS")
determination letter is required under Item 601(b)(5)(ii) of
Regulation S-K because the Registrant has included the undertaking
contained below in this Item 8.
+23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney of certain officers and directors of the Company
(included as part of the signature page).
_______________________
+ 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 30, 1998 (File No. 1-9232).
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 to the IRS in a timely
manner any amendment to the Plan which is required to be submitted and has made
or will make all changes required by the IRS to qualify the Plan.
II-6