Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
1995 NON-QUALIFIED STOCK OPTION 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) 704-6187
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
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Amount to be Proposed maximum Proposed maximum Amount of
Title of securities registered(1) offering aggregate registration fee
to be registered price per share offering price
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Common Stock, par 446,250 $ 27.125(2) $12,104,531(2) $4,173.98
value $.10 per share 31,600 $ 38.125(2) $ 1,204,750(2 $ 415.43
322,150 $ 42.50 (3) $ 13,691,375(3) $4,721.16
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$27,000,656 $9,310.57
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(1) In addition, in accordance with Rule 416 under the Securities Act of 1933,
this registration statement also covers such indeterminate number of
shares as may become subject to options under the Volt Information
Sciences, Inc. 1995 Non-Qualified Stock Option Plan as a result of the
anti-dilution adjustment provisions therein.
(2) Based, pursuant to Rule 457(h), on the exercise price of outstanding
options.
(3) Calculated pursuant to Rule 457(h) using the high and low sales prices of
the Company's Common Stock as reported on the Nasdaq Stock Market's
National Market System on September 30, 1996 with respect to shares
subject to the Plan but not subject to presently outstanding options.
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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. 1-0932) pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference: the Company's (a) Annual Report on Form 10-K for the fiscal year
ended November 3, 1995, as amended on Form 10-K/A filed February 29, 1996, (b)
the Quarterly Reports on Form 10-Q for the fiscal quarters ended February 2,
1996, May 3, 1996 and August 2, 1996, (c) Current Report on Form 8-K (date of
earliest event reported) dated January 29, 1996 as amended on Form 8-K/A dated
January 29, 1996 and (d) 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 filed subsequent to the date of this Registration
Statement 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New York Business Corporation Law ("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 Certificate of Incorporation, as amended, 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 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 any action (including civil, criminal,
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 to third party claims, the By-Law provision covers actions by or in the
right of the Company (commonly called derivative actions), amounts paid in
settlement and unsuccessful defenses of derivative actions, which are not
specifically permitted by the NYBCL.
In addition, the Company's 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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**4.1 Certificate of Incorporation of the Company, as amended.
**4.2 Bylaws of the Company, as amended.
*5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP
*15.1 Letter re unaudited interim financial information.
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (included in
their opinion filed as Exhibit 5.1)
*24.1 Power of Attorney (see Page II-5 of this Registration
Statement).
*99.1 1995 Volt Information Sciences, Inc. Non-Qualified Stock
Option Plan.
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* Filed herewith.
** Incorporated by reference to the similarly numbered exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
July 29, 1988 (File No. 1-0932).
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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(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 Securities Exchange Act 1934 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
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on the 30th day of September, 1996.
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 Irwin B. Robins, James J. Groberg
and Jack Egan and each of them with power of substitution, as his or her
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 September 30, 1996
- ------------------------- and Chief Executive and Directors
William Shaw
/s/James J. Groberg Senior Vice President September 30, 1996
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James J. Groberg and Director
/s/Jack Egan Vice President, Corporate September 30, 1996
- ------------------------- Accounting (Principal Accounting
Jack Egan Officer)
/s/Jerome Shaw Director September 30, 1996
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Jerome Shaw
/s/Irwin B. Robins Director September 30, 1996
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Irwin B. Robins
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Mark N. Kaplan
Director September , 1996
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John R. Torrell, III
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EXHIBIT INDEX
Exhibit
Number Description
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**4.1 Certificate of Incorporation of the Company, as amended.
**4.2 Bylaws of the Company, as amended.
*5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP
*15.1 Letter re unaudited interim financial information.
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (included in
their opinion filed as Exhibit 5.1)
*24.1 Power of Attorney (see Page II-5 of this Registration
Statement).
*99.1 1995 Volt Information Sciences, Inc. Non-Qualified Stock
Option Plan.
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* Filed herewith.
** Incorporated by reference to the similarly numbered exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
July 29, 1988 (File No. 1-0932).