United States securities and exchange commission logo
March 29, 2022
Sanjeev Sardana
Director
Vega Consulting, Inc.
2400 Meadowbrook Parkway
Duluth, GA 20096
Re: VOLT INFORMATION
SCIENCES, INC.
Schedule TO-T filed
March 25, 2022
Filed by Vega
Consulting. Inc. et al.
SEC File No.
5-02933
Dear Mr. Sardana:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure. All defined terms used here have the same meaning as in the
Offer to Purchase
included as an exhibit to the filing listed above.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-T filed March 25, 2022
General
1. Please explain why you
have not included American CyberSystems, Inc. ("ACS") as a
bidder on the Schedule
TO-T. In this regard, it appears that representatives of ACS
initiated contact with
Volt Information Sciences and negotiated the merger agreement and
accompanying tender
offer, which, according to the Schedule 14D-9 filed by Volt, was
contemplated as an
acquisition of Volt by ACS. In addition, ACS and Parent are
controlled by the same
individual, Rajiv Sardana, who is a named bidder. Both Parent and
Offeror are
newly-formed entities formed in March 2022 to effectuate this transaction.
Finally, ACS has
entered into a commitment letter for the funds to be used to purchase
tendered shares and is
also acting as a guarantor of Parent's and Offeror's obligations
under the Merger
Agreement. In your response letter, analyze why ACS should not be
included as a bidder,
or revise the Schedule TO-T to add it as a filing person. If you add
Sanjeev Sardana
Vega Consulting, Inc.
March 29, 2022
Page 2
ACS, please revise the Offer to Purchase as necessary to provide all
of the disclosure as to
ACS individually that is not already included in that disclosure
document.
2. In your response letter, explain why Rule 13e-3 does not apply to this
transaction. In this
regard, we note that William Grubbs is the non-executive Chairman of
the Board of Volt
and is also a director of a subsidiary of ACS. In addition, the
disclosure in the Schedule
14D-9 filed by Volt indicates that he will have a future role in
overseeing Volt after the
consummation of the tender offer and merger. Please include Mr.
Grubbs' ownership
interest in Volt and any contemplated equity interest in the surviving
entity in your
analysis.
Certain Information Concerning the Purchaser, the Offeror and Rajiv Sardana,
page 26
3. Clarify the relationship between Parent and ACS. The current
disclosure states only that
both are affiliates of ACS but does not specify the nature of their
relationship.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.
FirstName LastNameSanjeev Sardana Sincerely,
Comapany NameVega Consulting, Inc.
Division of
Corporation Finance
March 29, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName