UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
-----
/ X / Annual Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934 for the Year Ended December 31, 2007
Or
-----
/ / Transition Report Pursuant to Section 15(d) of the Securities
----- Exchange Act of 1934
For the transition period from ______________________ to ___________________
Commission File No. 1-9232
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Volt Information Sciences, Inc. Savings Plan
--------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Volt Information Sciences, Inc.
-------------------------------
560 Lexington Avenue
-------------------------------
New York, NY 10022
-------------------------------
VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN
FORM 11-K
TABLE OF CONTENTS
Page No.
Report of Independent Registered Public Accounting Firm 2
(a) Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2007
and December 31, 2006 3
Statements of Changes in Net Assets Available for Benefits -
For the years ended December 31, 2007 and December 31, 2006 4
Notes to Financial Statements 5
Supplemental Schedules:
Schedule of Assets (Held at End of Year) 13
Schedule of Reportable Transactions 14
Signature 15
(b) Exhibit:
Consent of Independent Registered Public Accounting Firm 16
Report of Independent Registered Public Accounting Firm
The Trustees of the Volt Information Sciences, Inc. Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2007 and
2006, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2007 and 2006, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2007, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Mitchell & Titus, LLP
New York, New York
June 27, 2008
2
Volt Information Sciences, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31
2007 2006
---------------------------------
Assets
Cash $ 20,375 $ 176,234
Investments, at fair value:
Mutual funds 73,067,196 71,704,088
Volt Information Sciences, Inc. Common Stock 13,301,977 23,655,638
Common/Collective trusts 25,345,117 17,512,136
Participant loans 3,335,055 3,062,329
---------------------------------
Total investments 115,049,345 115,934,191
---------------------------------
Contributions receivable:
From employer 1,314,113 872,487
From participants 205,201 169,769
---------------------------------
Total contributions receivable 1,519,314 1,042,256
---------------------------------
Interest and dividend receivable 34,269 -
---------------------------------
Total assets 116,623,303 117,152,681
Liability
Pending trades, net - 31,167
---------------------------------
Net assets available for benefits at fair value 116,623,303 117,121,514
---------------------------------
Adjustment from fair value to contract value for interest in
collective trusts relating to fully benefit-responsive
investment contracts 7,141 250,160
---------------------------------
Net assets available for benefits $ 116,630,444 $ 117,371,674
=================================
See accompanying notes.
3
Volt Information Sciences, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2007 2006
---------------------------------
Additions
Investment income:
Interest and dividend income $ 4,347,806 $ 4,713,293
Net (depreciation) appreciation in fair value of
investments (10,806,544) 21,083,627
---------------------------------
Total investment (loss) income (6,458,738) 25,796,920
---------------------------------
Contributions:
Participant 13,258,460 10,872,033
Employer 2,321,116 1,813,016
---------------------------------
Total contributions 15,579,576 12,685,049
---------------------------------
Total additions 9,120,838 38,481,969
Deductions
Benefits paid to participants 9,850,193 8,491,912
Other deductions 11,875 -
---------------------------------
Net (decrease) increase (741,230) 29,990,057
Net assets available for benefits at beginning of year 117,371,674 87,381,617
---------------------------------
Net assets available for benefits at end of year $ 116,630,444 $ 117,371,674
=================================
See accompanying notes.
4
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
A. Background
The Volt Information Sciences, Inc. Savings Plan (the "Plan"), as amended and
restated, was adopted by the Board of Directors of Volt Information Sciences,
Inc. ("VIS" or the "Company") on September 29, 1980.
FIn January 2000, the Volt Information Sciences, Inc. Employees' Stock Ownership
Plan ("ESOP") was merged into the Plan. In connection therewith, all of the ESOP
assets were transferred into the Plan. All ESOP benefit accruals were frozen and
all accounts became fully vested, effective January 1, 2000.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
B. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis.
Investments, including the investment in VIS common stock, are stated at fair
value, generally determined by reference to published market data. Investments
in collective trust funds are valued at the net asset value per unit as reported
by the respective funds. Participant loans are stated at their outstanding
principal balances, which approximate fair value.
As described in Financial Accounting Standards Board Staff Position, FSP AAG
INV-1 and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans"
(the "FSP"), investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits
of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
Plan. The Plan invests in investment contracts through collective trust funds.
As required by the FSP, the Statement of Net Assets Available for Benefits
presents the fair value of the investment in the collective trusts as well as
the adjustment of the investment in the collective trusts from fair value to
contract value relating to the investment contracts. The Company adopted the
provisions of the FSP at December 31, 2006. Adoption of the FSP had no effect on
the Statement of Changes in Net Assets Available for Benefits for any period
presented.
5
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
B. Significant Accounting Policies (continued)
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
Costs and expenses incurred with regard to the administration of the Plan may be
paid by the Plan.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Certain amounts in the 2006 financial statements have been reclassified to
conform with the 2007 financial statement presentation.
C. Investments
The Company, with the approval of the Board of Directors, changed the trustee of
the Plan from Bank of New York Mellon to Charles Schwab. In May 2007, the
assets, excluding the investment in the Mellon Stable Value Fund, were
transferred to the new trustee. The investment in the Mellon Stable Value Fund
was transferred to the new trustee over a nine-month period beginning May 2007.
During this transition period, the Mellon Stable Value Fund and the Schwab
Stable Value Fund were combined into a blended fund called the Volt Unitized
Stable Value Fund.
6
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
The fair value of investments held by the Plan as of December 31, 2007 and 2006
were as follows:
Investments at fair value December 31
2007 2006
----------------------------------
Common/Collective Trusts:
Schwab Managed Retirement 2010 $2,995,423
Schwab Managed Retirement 2020 3,196,632
Schwab Managed Retirement 2030 2,509,812
Schwab Managed Retirement 2040 1,174,913
Schwab Managed Retirement 2050 233,108
Schwab Managed Retirement Inc 230,238
Schwab Stable Value Fund (1) 8,762,817*
Mellon Stable Value Fund (1) 6,242,174* $17,442,373*
Mutual Funds:
Alger Small Cap Growth Fund 3,578,825
American Beacon Large Cap Value Fund 3,950,280
Davis New York Venture Fund 1,378,432
Goldman Sachs Mid-Cap Value Fund 16,626,638*
Laudus International MarketMasters Fund 10,304,889*
Morgan Stanley Mid Cap Growth Fund 2,596,016
Northern Small Cap Value Fund 585,165
Schwab S&P 500 Index Fund 23,612,213*
T Rowe Price Growth Stock Fund 2,231,381
Western Asset Core Plus Port Fund 7,319,201*
Dreyfus Premier Balanced Fund 7,595,638*
Dreyfus Disciplined Stock Fund 3,092,753
Dreyfus Midcap Value Fund 19,154,368*
Dreyfus Basic S&P 500 Index Fund 22,825,636*
Dreyfus Founders Discovery Fund 3,162,408
Dreyfus Premier Core Bond Fund 6,140,579*
Dreyfus Appreciation Fund 3,101,484
Templeton Foreign Fund 6,343,909*
Volt Information Sciences, Inc. Common Stock 13,301,977* 23,655,638*
Self-directed accounts 884,156 357,076
Participant loans 3,335,055 3,062,329
----------------------------------
Total investments $ 115,049,345 $ 115,934,191
==================================
*Individual investment representing 5% or more of net assets available for benefits.
(1) In 2007, these funds were components of the Volt Unitized Stable Value Fund.
7
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
During the years ended December 31, 2007 and 2006, the Plan's investments
(including investments purchased, sold and held during the year) (depreciated)
appreciated in fair value as follows:
December 31
2007 2006
---------------------------------
Mutual funds $ (306,224) $ 3,536,313
Volt Information Sciences, Inc. Common Stock Fund (10,500,320) 17,547,314
---------------------------------
Net change in fair value $ (10,806,544) $ 21,083,627
=================================
The following table details information about the net assets and the significant
components of the changes in net assets relating to the Volt Information
Sciences, Inc. Common Stock Fund, which until March 31, 2007 included both
participant and non-participant directed amounts.
Year ended December 31
2007 2006
---------------------------------
Additions
Investment income:
Interest, dividend and other income $ 1,527 $ 2,191
Net (depreciation) appreciation in fair value (10,500,320) 17,547,314
Participant contributions 835,151 703,330
Employer contributions 140,380 121,391
Transfers from (to) other investment funds, net 26,577 (6,146,535)
---------------------------------
(9,496,685) 12,227,691
Deductions
Benefits paid to participants 819,283 551,366
Other deductions 659 -
---------------------------------
Net (decrease) increase (10,316,627) 11,676,325
Net assets available for benefits at beginning of year 23,729,752 12,053,427
---------------------------------
Net assets available for benefits at end of year $ 13,413,125 $ 23,729,752
=================================
Effective March 31, 2007, the balances in the ESOP stock accounts are subject to
the same investment direction rules as all other accounts. Prior to that date,
the Plan provided that participants who had attained the age of 55 and had ten
years of participation in the Plan may elect to diversify their ESOP investment
of up to 25% of their individual accounts during an "election period", as
8
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
defined. Participants who had attained the age of 60 and had completed ten years
of participation in the Plan may elect to diversify the investment of up to 50%
of their individual accounts during the "election period."
D. Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated December 6, 2002, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. The Plan has applied for but not yet received a
new determination letter. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualifications. The Plan Administrator
will take all actions necessary to maintain the qualified status of the Plan.
However, the Plan Administrator and the Plan's tax counsel believe that the Plan
is currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code.
E. Plan Description
A brief description of certain provisions of the Plan agreement is as follows. A
more detailed description of the Plan provisions is maintained in the Plan
Document.
Eligibility: Employees become eligible on their first day of employment,
except as outlined in the Plan Document.
Participant Contributions: Effective May 2007, new employees were
automatically enrolled in the plan with a 3% contribution, with a thirty
day grace period to opt out. Participants have the option of contributing
up to 60% of base compensation, up to the Internal Revenue Service maximum
or Plan limitations, which is not currently taxable to the employee, into
any of the Plan's available core fund options. Participants who have
reached age 50 on or before December 31 and who have already contributed
the maximum, may elect to make a catch-up contribution up to the Internal
Revenue Service maximum.
Employer Contributions: The Company provides a matching contribution equal
to 50% of the first 3% of salary contributions by eligible participants.
These contributions are made semi-annually. Company matching contributions
vest at a rate of 20% per year over a five-year period. The forfeited
portion of an account of an employee who leaves employment with VIS without
being fully vested may be used to reduce future employer contributions. At
December 31, 2007 and 2006, the balance of unused forfeitures was $474,244
and $358,876, respectively.
9
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
E. Plan Description (continued)
Rollover Contributions: The Plan permits the acceptance of rollover
contributions upon approval of the Company. Rollover contributions
generally consist of lump-sum distributions received by a participant from
a qualified retirement plan, an individual retirement account or individual
retirement annuity. Rollover contributions are included in participant
contributions in the statements of changes in net assets available for
benefits.
Investments: Upon enrollment or re-enlistment and on a daily basis
thereafter, each participant can direct that his or her contributions and
the Company matching contribution be invested in one or more of the
available core funds. In addition, participants have the option to
participate in a self-directed account and may invest up to 50% of their
total account balance in mutual funds outside of the core funds.
Payment of Benefits: Participants may make a withdrawal from any of their
vested accounts at any time on or after attaining age 59 1/2. If a
participant terminates service with the Company, the participant can
request a distribution of their vested account balance at any time.
Benefits are recorded when paid.
The Plan has a loan provision which permits participating employees to borrow
from their 401(k) contribution account. The maximum loan is 50% of the
participant's account balance, up to $50,000. The loan, together with interest,
is repaid through payroll deductions. Interest is credited to the participant's
account. The interest rate is the prime rate plus 1% at the time the loan is
processed.
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan subject to the provisions of ERISA. Upon such termination,
participants become 100% vested and Plan assets will be distributed to
participants based on their individual account balances.
10
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
F. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2007 2006
---------------------------------
Net assets available for benefits per the financial
statements $ 116,630,444 $ 117,371,674
Less: contract value adjustment (7,141) (250,160)
Less: amounts allocated to withdrawing participants (268,959) (243,211)
---------------------------------
Net assets available for benefits per the Form 5500 $ 116,354,344 $ 116,878,303
=================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2007:
Benefits paid to participants per the financial statements $ 9,850,193
Add: amounts allocated to withdrawing participants at year-end 268,959
Less: amounts allocated to withdrawing participants at prior year-end (243,211)
---------------
Benefits to participants per the Form 5500 $9,875,941
===============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims to have been processed and approved for payment prior to the Plan
year-end but not yet paid as of that date.
Fully benefit-responsive investment contracts are recorded at fair value on Form
5500 and contract value is recognized in net assets available for benefits in
the financial statements. Consequently, the reported net asset values on Form
5500 and in the financial statements will differ and total additions in the
financial statements may differ from the total income reported on the Form 5500.
G. Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by Charles Schwab.
Charles Schwab is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
11
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
H. New Accounting Pronouncement
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
("FAS 157"), which establishes a framework for measuring fair value under U.S.
generally accepted accounting principles and expands disclosure about fair value
measurements. FAS 157 is effective for financial statements issued with fiscal
years beginning after November 15, 2007. The Plan's management does not believe
that the adoption of FAS 157 will have a material impact on the Plan's financial
statements.
I. Subsequent Event
In April 2008, the Volt Unitized Stable Value Fund was removed from the Plan and
the assets were transferred to the Schwab Stable Value Fund.
12
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2007
Description Units/Shares Current Value
-----------------------------------------------------------------------------------------------
Schwab Managed Retirement 2010* 189,704 $ 2,995,423
Schwab Managed Retirement 2020* 182,665 3,196,632
Schwab Managed Retirement 2030* 132,935 2,509,812
Schwab Managed Retirement 2040* 60,719 1,174,913
Schwab Managed Retirement 2050* 23,381 233,108
Schwab Managed Retirement Inc* 19,495 230,238
Alger Small Cap Growth Fund 125,529 3,578,825
American Beacon Large Cap Value Fund 176,431 3,950,280
Davis New York Venture Fund 34,452 1,378,432
Goldman Sachs Mid-Cap Value Fund 470,343 16,626,638
Laudus International MarketMasters Fund 474,661 10,304,889
Morgan Stanley Mid Cap Growth Fund 79,902 2,596,016
Northern Small Cap Value Fund 42,129 585,165
Schwab S&P 500 Index Fund* 1,043,403 23,612,213
T Rowe Price Growth Stock Fund 66,808 2,231,381
Schwab Stable Value Fund 502,907 8,762,817
Mellon Stable Value Fund 6,272,911 6,242,174
Western Asset Core Plus Port Fund 718,273 7,319,201
Personal Choice Retirement (1) - 884,156
Volt Information Sciences, Inc Common Stock Fund* (2) 728,476 13,301,977
Loans to Participants ** 3,335,055 3,335,055
---------------
$ 115,049,345
===============
* Indicates party-in-interest to the Plan.
** All loans mature within 10 years; interest rates range from 5.00% to 10.5%.
(1) Personal Choice Retirement, the participants' self-directed accounts,
consist of various investments.
(2) Cost $11,969,154
13
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(j)--Schedule of Reportable Transactions
Year ended December 31, 2007
Current
Value of
Asset on
Purchase Selling Cost of Transaction Net Gain
Description of Assets Price Price Asset Date (Loss)
-----------------------------------------------------------------------------------------------------------------------------
Category (iii)--A series of transactions with respect to
securities of the same issue which amount in the aggregate
to more than 5% of the current value of plan assets at the
beginning of the plan year $ 4,294,207 $ - $ 4,294,207 $ 4,294,207 $ -
Volt Information Sciences, Inc. Common Stock Fund* - 4,147,539 3,721,459 4,147,539 426,080
There were no category (i), (ii) or (iv) transactions during the year ended December 31, 2007.
* Indicates party-in-interest to the Plan.
14
Volt Information Sciences, Inc. Savings Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
SAVINGS PLAN
By: /s/Jack Egan
-------------------------------------------
Jack Egan, Administrator
Date: June 27, 2008
15
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No.
333-45903 on Form S-8 dated February 9, 1998 and Registration Statement No.
333-106245 on Form S-8 dated June 18, 2003 pertaining to the Volt Information
Sciences, Inc. Savings Plan of our report dated June 27, 2008, with respect to
the financial statements and supplemental schedules of the Volt Information
Sciences, Inc. Savings Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 2007.
/s/Mitchell & Titus, LLP
New York, New York
June 27, 2008
16