UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 20, 2006
VOLT INFORMATION SCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York 1-9232 13-5658129
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
560 Lexington Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 704-2400
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
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On December 20, 2006, Volt Delta Resources, LLC ("Delta"), a
wholly-owned subsidiary of Volt Information Sciences Inc. (the "Company") closed
a new three-year $70 million secured stand-alone credit facility ("Delta Credit
Facility"). The Delta Credit Facility is established under a secured,
syndicated, revolving credit agreement with Wells Fargo,N.A. as the
administrative agent, arranger, and lender. Three additional lenders participate
under the Delta Credit Facility; Lloyd TSB Bank Plc, Bank of America, N.A and
JPMorgan Chase. The Delta Credit Facility is guaranteed, on a secured basis, by
certain domestic subsidiaries of Delta. Wells Fargo and the three aforementioned
lenders also participate in the Company's own $40 million revolving credit
facility. Neither the Company nor Delta is a guarantor of the other's facility.
The Delta Credit Facility permits U. S. Dollar, British Pound Sterling
and Euro borrowing with various interest rate options to be selected by Delta at
the time of each borrowing. Certain rate options, together with a facility fee,
are based on a leverage ratio, as defined. At closing, no borrowings were funded
under the Delta Credit Facility. If any borrowings had been made on such date,
the interest rate thereon would have been approximately 6.45% per annum for a 30
day U.S. Dollar borrowing. The initial facility fee under the Delta Credit
Facility was 0.225% per annum on unused commitments.
The Delta Credit Facility will be used in part to pay down
approximately $38 million in intercompany debt owed to the Company within 30
days of closing. The Company currently has no outstanding debt under its own
revolving facility but has $100 million currently financed under its $200
million securitization program.
The Delta Credit Facility provides for the maintenance of various
financial ratios and covenants, and imposes limitations on, among other things,
the incurrence of additional indebtedness, the incurrence of additional liens,
sales of assets, the level of annual capital expenditures, and the amount of
investments and loans that may be made by Delta and its subsidiaries.
Item 2.01. Completion of Acquisition or Disposition of Assets
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The aforesaid Delta Credit Facility is secured by a general pledge of
substantially all of the assets of Delta and its domestic subsidiaries.
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Item 9.01. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
99.1 Credit Agreement dated as of December 19, 2006 among Volt
Delta Resources, LLC, the lenders party thereto and Wells
Fargo Bank, N.A., as administrative agent.
99.2 Guarantee and Collateral Agreement dated as of December 19,
2006 made by each grantor thereto in favor of Wells Fargo
Bank, N.A., as administrative agent for all lenders party to
the Credit Agreement.
99.3 Press Release dated December 21, 2006 issued by the
Registrant.
S I G N A T U R E
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
Date December 21, 2006 By: /s/ Jack Egan
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Jack Egan, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Credit Agreement dated as of December 19, 2006 among Volt Delta
Resources, LLC, the lenders party thereto and Wells Fargo Bank, N.A.,
as administrative agent.
99.2 Guarantee and Collateral Agreement dated as of December 19, 2006 made
by each grantor thereto in favor of Wells Fargo Bank, N.A., as
administrative agent for all lenders party to the Credit Agreement.
99.3 Press Release dated December 21, 2006 issued by the Registrant.
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