SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Volt Information Sciences, Inc.
-------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
VOLT INFORMATION SCIENCES, INC.
560 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-2928
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 9, 2004
TO THE SHAREHOLDERS OF
VOLT INFORMATION SCIENCES, INC.
The Annual Meeting of Shareholders of Volt Information Sciences, Inc.
(the "Company") will be held at the First Floor Atrium, Volt Corporate Park,
2401 N. Glassell Street, Orange, CA 92865, on Friday, April 9, 2004, at 10:00
a.m., Pacific time, to consider the following:
1. The election of four Class I directors to serve until the 2006
Annual Meeting of Shareholders and until their respective
successors are elected and qualified;
2. The election of one Class II director to serve until the 2005
Annual Meeting of Shareholders and until her successor is
elected and qualified;
3. A proposal to ratify the action of the Audit Committee of the
Board of Directors in appointing Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending
October 31, 2004; and
4. Such other business as may properly come before the meeting or
any adjournments or postponements thereof.
Only shareholders of record at the close of business on February 20,
2004 will be entitled to notice of, and to vote at, the meeting and any
adjournments or postponements thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to be present, kindly fill out and sign the enclosed Proxy exactly as your
name appears on the Proxy, and mail it promptly in order that your vote can be
recorded. A return envelope is enclosed for your convenience and requires no
postage if mailed within the United States. The giving of this Proxy will not
affect your right to vote in person in the event that you find it convenient to
attend the meeting.
By Order of the Board of Directors
Jerome Shaw, Secretary
New York, New York
March 1, 2004
VOLT INFORMATION SCIENCES, INC.
560 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-2928
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement, to be mailed on or about March 1, 2004, is
furnished in connection with the solicitation by the Board of Directors of Volt
Information Sciences, Inc., a New York corporation (the "Company" or "Volt"), of
Proxies in the accompanying form ("Proxy" or "Proxies") for use at the Annual
Meeting of Shareholders of the Company to be held on April 9, 2004 and at any
adjournments or postponements thereof (the "Annual Meeting").
Only holders of record of the Company's Common Stock (the "Common
Stock") as of the close of business on February 20, 2004 are entitled to notice
of, and to vote at, the Annual Meeting. As of the close of business on that
date, there were issued and outstanding 15,222,675 shares of Common Stock of the
Company. Each issued and outstanding share of Common Stock on that date is
entitled to one vote upon each matter to be acted upon at the Annual Meeting.
The presence, in person or by proxy, of at least 35% of the total issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting will
constitute a quorum for the transaction of business at the Annual Meeting.
All Proxies received will be voted in accordance with the
specifications made thereon. Proxies received without specification on a matter
will be voted as follows on that matter: (a) for the election of all nominees
named herein to serve as directors, and (b) in favor of the proposal to ratify
the appointment of Ernst & Young LLP ("Ernst & Young") as the Company's
independent auditors for the Company's fiscal year ending October 31, 2004
("fiscal 2004"). Management does not intend to bring before the Annual Meeting
any matters other than those specifically described above and knows of no other
matters to come before the Annual Meeting. If any other matters or motions come
before the Annual Meeting, it is the intention of the persons named in the
accompanying form of Proxy to vote Proxies in accordance with their judgment on
those matters or motions, including any matter dealing with the conduct of the
Annual Meeting. Proxies may be revoked at any time prior to their exercise by
written notification to the Secretary of the Company at the Company's principal
executive offices located at 560 Lexington Avenue, New York, New York
10022-2928, by voting at the Annual Meeting or by submitting a later dated
proxy.
The Company maintains a Savings Plan (the "Savings Plan") in which
separate accounts are maintained for Common Stock held under the Employee Stock
Ownership Plan (the "ESOP Account") and 401(k) Plan (the "401(k) Account")
features of the Savings Plan. Subaccounts are maintained for each participant
under the ESOP Account and 401(k) Account. Separate Proxies are being
transmitted to each employee of the Company who is a participant in the Savings
Plan. Shares held in a participant's subaccounts will be voted by the trustee of
the Savings Plan as directed by the participant in a signed Proxy for Savings
Plan participants which is timely returned to the Savings Plan's trustee or its
designee. Shares as to which the Savings Plan trustee does not receive a timely
direction will be voted by the trustee as directed by the administrator of the
Savings Plan in such manner as the Savings Plan administrator deems proper in
its fiduciary capacity for the benefit of the Savings Plan and its participants.
A plurality of votes cast at the Annual Meeting in person or by proxy
is required for the election of each nominee to serve as a director. The
affirmative vote of a majority of votes cast at the Annual Meeting in person or
by proxy is required to ratify the selection of Ernst & Young as the Company's
independent auditors for fiscal 2004. Votes withheld, in the case of the
election of directors, and abstentions and any broker non-votes with respect to
the ratification of independent auditors, are not considered votes cast with
respect to that matter and, consequently, will have no effect on the vote on
that matter, but are counted in determining a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS, MANAGEMENT AND NOMINEES
The following table sets forth information, as of February 16, 2004
(except as described in the footnotes to the following table), with respect to
the beneficial ownership of Common Stock, the Company's only class of voting or
equity securities, by (a) each person who is known to the Company to own
beneficially more than five percent of the outstanding shares of Common Stock,
(b) each of the executive officers named in the Summary Compensation Table
contained under "Executive Compensation", (c) each of the directors of the
Company, including nominees to serve as directors, and (d) executive officers
and directors as a group:
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
------------------- ------------------------ --------------------
William Shaw 3,595,408 (3) (4) 23.6%
560 Lexington Avenue
New York, NY 10022-2928
Jerome Shaw 3,201,855 (3) (5) 21.0%
2401 N. Glassell Street
Orange, CA 92665
Dimensional Fund Advisors Inc. 1,345,700 (6) 8.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Royce & Associates, LLC 814,000 (7) 5.2%
1414 Avenue of the Americas
New York, NY 10019
Thomas Daley 16,457 (3) *
James J. Groberg 34,084 (3) *
Steven A. Shaw 317,398 (3) 2.1%
Howard B. Weinreich 38,922 (3) *
Lloyd Frank 10,529 (8) *
Bruce G. Goodman 126,152 (9) *
Mark N. Kaplan 10,500 (3) *
Irwin B. Robins 32,594 (3) *
William H. Turner 1,000 *
Theresa A. Havell -- *
All executive officers and directors as a 7,413,769 (10) 48.0%
group (15 persons, including the foregoing)
-------------------------
(1) Except as noted, the named beneficial owners have sole voting and
dispositive power with respect to their beneficially owned shares.
Shares beneficially owned include shares held in the executive
officer's ESOP Account and 401(k) Account.
-4-
(2) Asterisk indicates less than 1%. Shares reflected as owned by a person
that are not outstanding but that are issuable upon exercise of the
portion of options held by such person that are exercisable on or
within 60 days after February 16, 2004 are considered outstanding for
the purpose of computing the percentage of outstanding Common Stock
that would be owned by that person if the options were exercised, but
(except for the calculation of the beneficial ownership by all
executive officers and directors as a group) are not considered
outstanding for the purpose of computing the percentage of outstanding
Common Stock owned by any other person.
(3) Includes the following shares issuable upon the exercise of the portion
of options granted by the Company that are exercisable on or within 60
days after February 16, 2004: William Shaw, 45,000 shares; Jerome Shaw,
45,000 shares; Thomas Daley, 15,250 shares; James J. Groberg, 32,500
shares; Steven A. Shaw, 30,000 shares; Howard B. Weinreich, 17,000
shares; Irwin B. Robins, 25,000 shares; and Mark N. Kaplan, 7,500
shares.
(4) Includes (i) 1,500,000 shares owned by Mr. Shaw as trustee under a
trust for his benefit and (ii) 99,561 shares owned by Mr. Shaw as sole
trustee of a trust for the benefit of his wife as to which shares Mr.
Shaw disclaims beneficial ownership.
(5) Includes (i) 1,886,230 shares owned by Mr. Shaw and his wife as
trustees of a revocable trust for their benefit or as community
property, as to which shares they may be deemed to have shared voting
and investment power (pursuant to the terms of the trust, Mr. Shaw may
demand that the shares in trust be transferred to him at any time),
(ii) 1,000,000 shares owned by Mr. Shaw as trustee under two trusts,
one for his benefit and the other for the benefit of one of his
children, (iii) 236,250 shares owned by Mr. Shaw and his wife as
trustees of a trust for the benefit of one of their children, as to
which shares Mr. and Mrs. Shaw may be deemed to have shared voting and
investment power (the inclusion of which 236,250 shares is not an
admission of beneficial ownership of those shares by Mr. Shaw) and (iv)
6,750 shares owned by Mr. Shaw's wife as to which shares Mr. Shaw
disclaims beneficial ownership.
(6) Based on information as of December 31, 2003 contained in a Schedule
13G amendment dated February 6, 2004 which indicates that Dimensional
Fund Advisors Inc., an investment advisor, has sole voting and
investment power as to these shares which are owned by investment funds
as to which it furnishes investment advice and serves as investment
manager, but as to which it disclaims beneficial ownership.
(7) Based on information as of December 31, 2003 contained in a Schedule
13G dated February 9, 2004 which indicates that Royce & Associates,
LLC., an investment advisor, has sole voting and investment power as to
these shares.
(8) Includes 2,529 shares owned by Mr. Frank's wife, as to which Mr. Frank
disclaims beneficial ownership.
(9) Includes (i) 1,400 shares owned by Mr. Goodman as custodian for his
children, (ii) 98,990 and 8,054 shares owned by Mr. Goodman's wife,
individually, and as custodian for one of her children, respectively,
and (iii) 7,654 shares owned by Mr. Goodman's wife as custodian for
their child, as to all of which shares Mr. Goodman disclaims beneficial
ownership.
(10) Includes (i) 239,250 shares issuable upon the exercise of the portion
of options granted by the Company that are exercisable on or within 60
days after February 16, 2003 and (ii) the shares described in footnotes
4, 5, 8 and 9.
-5-
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of nine directors
(however, in order to comply with the Sarbanes-Oxley Act of 2002 and the current
listing rules of the New York Stock Exchange, the Board of Directors has
determined to reduce that number to seven), divided into two classes. The terms
of office of Class I and Class II directors expire at the 2004 and 2005 Annual
Meetings of Shareholders, respectively. At each annual meeting, directors are
chosen to succeed those in the class whose term expires at that annual meeting
to serve for a term of two years each and until their respective successors are
elected and qualified. Each of the present directors of the Company was elected
by the Company's shareholders. As a result of the reduction in the size of the
Board of Directors, Messrs. Jerome Shaw, James J. Groberg and Irwin B. Robins
will not stand for re-election as directors. Ms. Theresa A. Havell has been
nominated to serve as a Class II director.
Unless otherwise directed, persons named in the enclosed Proxy intend
to cast all votes pursuant to Proxies received for the election of Lloyd Frank,
Bruce G. Goodman, Steven A. Shaw and Mark N. Kaplan as Class I directors to
serve until the 2006 Annual Meeting of Shareholders and Theresa A. Havell as a
Class II director to serve until the 2005 Annual Meeting of Shareholders and, in
each case, until his or her respective successor is elected and qualified (those
persons are referred to in this Proxy Statement as the "nominees"). Each nominee
has indicated his or her availability to serve as a director. In the event that
any of the nominees should become unavailable or unable to serve for any reason,
the holders of the Proxies have discretionary authority to vote for one or more
alternate nominees who will be designated by the Board of Directors.
A plurality of the votes cast at the Annual Meeting in person or by
proxy is required for the election of each nominee. Votes withheld will have no
effect on the outcome of the election of directors.
BACKGROUND OF NOMINEES AND CONTINUING DIRECTORS
NOMINEES
(CLASS I)
LLOYD FRANK, 78, has been a director of the Company since March 2000.
Mr. Frank has been a partner in the law firm of Jenkens & Gilchrist Parker
Chapin LLP (and its predecessor, Parker Chapin LLP) since January 1977. Mr.
Frank is also a director of Park Electrochemical Corp. and DRYCLEAN USA, Inc.
BRUCE G. GOODMAN, 55, has been a director of the Company since May
2000. He has been a partner of the law firm of Hinckley, Allen & Snyder LLP
since April 1995.
MARK N. KAPLAN, 74, has been a director of the Company since April
1991. Mr. Kaplan has been of counsel to the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP since 1999 and, from October 1979 until that time, was a
partner in that firm. Mr. Kaplan is also a director of Grey Advertising Inc.,
DRS Technologies, Inc., Refac Technology Development Corporation, Autobytel
Inc., American Biltrite, Inc. and Congoleum Corporation.
STEVEN A. SHAW, 44, has been a Senior Vice President of the Company
since November 2000 and a Vice President of the Company since April 1997. He has
been employed by the Company in various capacities since November 1995. He has
served as a director of the Company since August 1998.
(CLASS II)
THERESA A. HAVELL, 57, has been President and Chief Executive Officer
of Havell Capital Management LLC (a money management company) since 1996.
-6-
DIRECTORS WHOSE TERM OF OFFICE CONTINUES AFTER THE ANNUAL MEETING
(CLASS II)
WILLIAM SHAW, 79, a founder of the Company, has been President,
Chairman of the Board and Chief Executive Officer of the Company since its
formation and has been employed in executive capacities by the Company and its
predecessors since 1950. He has served as a director of the Company since its
formation in 1957.
WILLIAM H. TURNER, 64, has been a director of the Company since August
1998. He has been acting Dean at Stony Brook University School of Business since
February 2004. He has also been the Senior Partner of Summus Ltd., a consulting
firm, since October 2002. Mr. Turner was Chairman from September 1999 until his
retirement in September 2002 and, from August 1997 to August 1999, was
President, of PNC Bank, New Jersey. From October 1996 to July 1997, he was
President and Chief Executive Officer of Franklin Electronic Publishers, Inc. (a
designer and developer of hand-held electronic information products) and, from
February 1991 to September 1996, he was Vice Chairman of The Chase Manhattan
Bank and its predecessor, Chemical Banking Corporation. He is also a director of
Standard Motor Products, Inc., Franklin Electronic Publishers, Inc. and New
Jersey Resources Corp.
William Shaw and Jerome Shaw are brothers. Steven A. Shaw is the son of
Jerome Shaw. Bruce G. Goodman is the son-in-law of William Shaw. There are no
other family relationships among the directors or executive officers of the
Company. Messrs. William Shaw and Jerome Shaw are parties to employment
agreements with the Company. See "Executive Remuneration - Employment and
Termination Agreements."
CORPORATE GOVERNANCE
The Company's business and affairs are managed and under the direction
of the Board of Directors. Members of the Board of Directors are kept informed
of the Company's business through discussions with the Company's Chief Executive
Officer and other officers, by reviewing materials provided to them and by
participating in meetings of the Board and its committees. The Company has an
Audit Committee, and has recently established Compensation and
Nominating/Corporate Governance Committees.
The Board of Directors met 5 times during the past fiscal year. Each
incumbent director attended at least 75% of the meetings of the Board of
Directors and Committees on which he served which were held during the fiscal
year.
INDEPENDENT DIRECTORS; EXECUTIVE SESSIONS OF THE BOARD
The Board of Directors has determined that Lloyd Frank, Theresa A.
Havell, Mark N. Kaplan and William H. Turner meet the current independence
requirements under the listing standards of the New York Stock Exchange. The
Board of Directors made these determinations based primarily upon a review of
the responses of directors to questions regarding employment and compensation
history, affiliations and family and other relationships and on discussions with
them.
The Company intends to schedule regular executive sessions of the
non-management directors. In accordance with the listing standards of the New
York Stock Exchange, these sessions are intended to promote open discussion
among non-management directors. Mark N. Kaplan has been chosen to preside at
these sessions.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders may communicate directly with the Board of Directors by
sending communications to the Board of Directors, c/o Volt Information Sciences,
Inc., 560 Lexington Avenue, New York, NY 10022.
-7-
CODE OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINES
The Company has a code of ethics. It intends to adopt a revised code of
business conduct and corporate governance guidelines prior to the Annual
Meeting.
COMPLIANCE WITH NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE GUIDELINES
The Chief Executive Officer of the Company will certify to the New York
Stock Exchange, on which the Company's Common Stock is listed, that, as of the
date of his certification, he is unaware of any violation by the Company of the
New York Stock Exchange's corporate governance listing standards.
AUDIT COMMITTEE
The Audit Committee presently consists of Lloyd Frank, Mark N. Kaplan
and William H. Turner, each of whom meets the applicable independence
requirements for audit committee members under the listing standards of the New
York Stock Exchange. Following the Annual Meeting, the Audit Committee will
consist of Theresa A. Havell, Mark N. Kaplan and William H. Turner, each of whom
is expected to meet the current independence requirements for audit committee
membership under the rules of the Securities and Exchange Commission and the
listing standards of the New York Stock Exchange. The Board of Directors has
determined that Mark N. Kaplan is an "audit committee financial expert". This
determination is based on Mr. Kaplan's relevant experience as a Chief Executive
Officer of a public company and as Chairman of the Audit Committee of the New
York City Board of Education. The Audit Committee provides assistance to the
Company's directors in fulfilling the Board's oversight responsibility as to the
Company's accounting, auditing and financial reporting practices and as to the
quality and integrity of the publicly distributed financial reports of the
Company. The specific functions and responsibilities of the Audit Committee are
set forth in a written charter of the Audit Committee adopted by the Board of
Directors, which gives the Audit Committee sole authority to retain and dismiss
the independent auditors, including pre-approval of all audit services, and
periodic reviews of the performance and independence from management of the
independent auditors, and grants the Audit Committee the authority to fulfill
its obligations under Securities and Exchange Commission and New York Stock
Exchange requirements. Mark N. Kaplan, Chairman of the Audit Committee, has been
designated by the Audit Committee to approve non-audit services to be performed
by the independent auditors. The Audit Committee reviews and reassesses its
charter annually and recommends any changes to the Board of Directors for
approval. A report of the Audit Committee appears under the caption "Audit
Committee Report," below.
The Audit Committee met 10 times during the past fiscal year.
COMPENSATION COMMITTEE
The Company's Compensation Committee will, following the Annual
Meeting, consist of Lloyd Frank, Theresa A. Havell, Mark N. Kaplan and William
H. Turner, each of whom is expected to meet the independence requirements for
compensation committee membership under the listing standards of the New York
Stock Exchange.
The Compensation Committee was established in 2003 and had one
organization meeting, but will, as required by the Sarbanes-Oxley Act of 2002
and the listing rules of the New York Stock Exchange, initiate its activities
prior to the Annual Meeting.
-8-
NOMINATING/CORPORATE GOVERNANCE COMMITTEE
The Company's Nominating/Corporate Governance Committee will, following
the Annual Meeting, consist of Lloyd Frank, Theresa A. Havell, Mark N. Kaplan
and William H. Turner, each of whom is expected to meet the independence
requirements for Nominating/Corporate Governance Committee membership under the
listing standards of the New York Stock Exchange. It has only recently been
established and will initiate its activities prior to the Annual Meeting and
will adopt policies consistent with the requirements of the New York Stock
Exchange.
The responsibilities of the Nominating/Corporate Governance Committee
will include: identifying, evaluating and recommending to the Board prospective
nominees for Director; reviewing the Company's corporate governance policies and
making recommendations to the Board from time to time regarding matters of
corporate governance; and reviewing the performance of the Board and its
members.
Stockholders may submit names of qualified candidates for director,
along with detailed information on their backgrounds to the Company's Secretary
for referral to the Nominating/Corporate Governance Committee.
AUDIT COMMITTEE REPORT
Management has the primary responsibility for the Company's financial
reporting process, including its financial statements, while the Board is
responsible for overseeing the Company's accounting, auditing and financial
reporting practices and the Company's independent public auditors have the
responsibility for the examination of the Company's annual financial statements
and expressing an opinion on the conformity of those financial statements with
accounting principles generally accepted in the United States. In assisting the
Board in fulfilling its oversight responsibility with respect to the Company's
year ended November 2, 2003, the Audit Committee:
o Reviewed and discussed the audited financial statements for
the fiscal year ended November 2, 2003 with management and
Ernst & Young, the Company's independent auditors;
o Discussed with Ernst & Young the matters required to be
discussed by Statement on Auditing Standards No. 61 relating
to the conduct of the audit; and
o Received the written disclosures and the letter from Ernst &
Young regarding its independence as required by Independence
Standards Board Standard No. 1. The Audit Committee also
discussed Ernst & Young's independence with Ernst & Young and
considered whether the provision of non-audit services
rendered by Ernst & Young was compatible with maintaining its
independence under Securities and Exchange Commission rules
governing the independence of a company's outside auditors
(see "Ratification of the Selection of Auditors").
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that the Company's audited financial statements for the
fiscal year ended November 2, 2003 be included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for that year.
Respectfully,
Lloyd Frank
Mark N. Kaplan
William H. Turner
-9-
EXECUTIVE REMUNERATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
during the fiscal years ended November 2, 2003 ("fiscal 2003"), November 3, 2002
("fiscal 2002") and November 4, 2001 ("fiscal 2001") of the Company's Chief
Executive Officer and each of the four other executive officers of the Company
serving as executive officers of the Company at the end of fiscal 2003 who
received the highest regular cash compensation during fiscal 2003 for services
rendered in all capacities to the Company and its subsidiaries (the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION SECURITIES
------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) BONUS OPTIONS COMPENSATION (2)
------------------ ---- ---------- --------- -------------------- ----------------
William Shaw, 2003 $413,462 -- -- $2,906
President and 2002 400,000 -- -- 2,605
Chief Executive Officer 2001 396,154 -- -- 2,497
Jerome Shaw, 2003 413,462 -- -- 2,989
Executive Vice President 2002 400,000 -- -- 2,605
2001 396,154 -- -- 2,497
James J. Groberg, 2003 338,385 -- -- 365
Senior Vice President and 2002 330,000 -- -- 203
Chief Financial Officer 2001 330,000 $20,000 -- 1,851
Thomas Daley, 2003 249,995 33,327 (3) 5,000 2,651
Senior Vice President 2002 249,995 22,586 (3) -- 2,355
2001 249,995 28,203 (3) -- 2,269
Howard B. Weinreich, 2003 258,819 -- 5,000 2,583
Senior Vice President and 2002 252,600 -- -- 2,655
General Counsel 2001 250,869 4,000 2,500 2,527
----------------
(1) Includes compensation deferred under the Company's deferred compensation
plan and under Section 401(k) of the Internal Revenue Code of 1986, as
amended.
(2) Amounts in fiscal 2003 include (i) premiums under the Company's group life
insurance policy ($729 for each of William Shaw and Jerome Shaw and $365
for each of James J. Groberg, Thomas Daley and Howard B. Weinreich) and
(ii) the Company's contribution under the 401(k) Plan feature of the
Savings Plan ($2,177 for William Shaw, $2,260 for Jerome Shaw; $2,286 for
Thomas Daley; and $2,218 for Howard B. Weinreich).
(3) Based on combined pre-tax income of divisions for which Mr. Daley has
management responsibility.
-10-
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted by
the Company during fiscal 2003 to the Named Executive Officers:
INDIVIDUAL OPTIONS
NUMBER OF PERCENT OF
SHARES TOTAL OPTIONS POTENTIAL
UNDERLYING GRANTED TO EXERCISE REALIZABLE VALUE AT ASSUMED
OPTIONS EMPLOYEES IN PRICE EXPIRATION ANNUAL RATES OF STOCK PRICE
GRANTED (1) FISCAL YEAR (2) PER SHARE DATE APPRECIATION FOR OPTION TERM (3)
------------ --------------- --------- ------------- --------------------------------
5% 10%
------ -----
Steven A. Shaw 10,000 26% $10.67 03/09/13 $67,103 $170,052
Thomas Daley 5,000 13% $18.53 09/03/13 $58,267 $147,660
Howard B. Weinreich 5,000 13% $10.67 03/09/13 $33,552 $85,026
----------------
(1) The option was granted under the Company's 1995 Non-Qualified Stock
Option Plan at an exercise price equal to 100% of the market value of
the Company's Common Stock on the date of grant, has a ten year term
and vests in five equal annual installments, commencing one year after
date of grant, subject to possible earlier termination at specified
times following termination of employment, death or disability.
(2) The percentage reflects the percent of total options granted to all
employees of the Company during fiscal 2003.
(3) These values are hypothetical values using assumed compound growth
rates prescribed by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the
market price of the Company's Common Stock.
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information concerning shares of
Common Stock of the Company subject to unexercised options held at November 2,
2003 by the Named Executive Officers:
SHARES NUMBER OF SHARES
DEEMED UNDERLYING UNEXERCISED VALUE OF IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END
NAME ON EXERCISE REALIZED (EXERCISABLE / UNEXERCISABLE) (EXERCISABLE / UNEXERCISABLE)
---- ----------- -------- -------------- -------------- -----------------------------
William Shaw -- -- 45,000 -- -- / --
Jerome Shaw -- -- 45,000 -- -- / --
James J. Groberg -- -- 26,500 9,000 $10,500 / $2,625
Thomas Daley -- -- 15,250 6,000 -- / --
Howard B. Weinreich -- -- 15,000 7,000 $3,500 / $35,025
COMPENSATION OF DIRECTORS
Each director of the Company who is not an officer or employee of the
Company receives a director's fee at the annual rate of $40,000 and is also
reimbursed for out-of-pocket expenses related to his services.
Mark N. Kaplan holds an option to purchase 7,500 shares of the
Company's Common Stock at an exercise price of $40.03 until January 25, 2008.
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company is a party to employment agreements dated as of May 1, 1987
with William Shaw and Jerome Shaw. These agreements, as amended, provide for the
employment of each in his present executive capacity at an annual base salary
which is presently $420,000 (subject to increases and additional compensation,
including bonuses, from time to time, at the discretion of the Board of
Directors). The employment term under each employment agreement continues until
the April 30 which
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is five years next following the giving by either the Company or the executive
of notice to terminate such employment. The agreements also provide for service
thereafter for the remainder of the executive's life as a consultant to the
Company for annual consulting fees equal to 75% for the first ten years of the
consulting period, and 50% for the remainder of the consulting period, of his
base salary as in effect immediately prior to the commencement of the consulting
period. Upon the death of the executive, the Company will pay to his beneficiary
a death benefit equal to three times his annual base salary at the date of death
if his death shall have occurred while employed as an executive, 2.25 times his
annual base salary at the end of his employment as an executive if his death
shall have occurred during the first ten years of the consulting period or 1.5
times his annual base salary at the end of his employment as an executive if his
death shall have occurred during the remainder of the consulting period. Each
employment agreement permits the executive to accelerate the commencement of the
consulting period if a "change in control", as defined in the agreements, of the
Company shall occur or if the Company's office where the executive presently
performs his principal services shall be relocated to a different geographical
area.
Under their employment agreements, William Shaw and Jerome Shaw are
prohibited from engaging in any business competitive with the Company, competing
with the Company for its customers or encouraging employees of the Company to
leave their employment. These restrictions apply for the duration of the
respective agreements and for one year thereafter if the executive's employment
shall have been terminated by the Company "for cause," as defined in the
agreement. William Shaw and Jerome Shaw will not be bound by these restrictions
after a "change in control," as defined in the agreement, of the Company shall
have occurred if, during their respective consulting periods, they shall elect
to terminate their respective employment agreements and thereby relinquish any
further payments or other benefits thereunder.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
To date, all decisions regarding the cash compensation of executive
officers who are directors and, since August 1996, all decisions regarding the
granting of stock options have been made by the entire Board of Directors.
Accordingly, William Shaw, Jerome Shaw, James J. Groberg and Steven A. Shaw,
executive officers and directors of the Company, as well as Irwin B. Robins (who
ceased being an executive officer upon his retirement in June 2000, but who has
remained a director of, and consultant to, the Company), participated in
deliberations of the Company's Board of Directors concerning executive officer
compensation during the year ended November 2, 2003, as did Mark N. Kaplan,
Lloyd Frank, Bruce G. Goodman and William H. Turner, the remaining directors of
the Company. Each executive officer who is also a director does not participate
in deliberations as to his own compensation.
During the Company's fiscal year ended November 3, 2003, Jenkens &
Gilchrist Parker Chapin LLP, of which firm Lloyd Frank is a partner, provided
legal services to the Company, and that firm has been retained to provide legal
services to the Company during fiscal 2004.
During the Company's fiscal year ended November 3, 2003, Hinckley,
Allen & Snyder LLP, of which firm Bruce G. Goodman is a partner, provided legal
services to the Company, and that firm has been retained to provide legal
services to the Company during fiscal 2004.
In June 2000, Irwin B. Robins retired as Senior Vice President and head
of the Company's legal department. Mr. Robins continues to serve as a consultant
to the Company handling certain legal and transactional matters as are mutually
agreed upon. Mr. Robins receives compensation at an hourly rate agreed upon from
time to time as services are provided to the Company. Stock options to purchase
25,000 shares of the Company's Common Stock held by Mr. Robins at the time of
his retirement to purchase shares of the Company's Common Stock remain
exercisable in accordance with their terms for the remainder of each option's
ten-year term in the same manner as if Mr. Robins remained an employee provided
Mr. Robins complies with the non-competition covenant contained in his stock
option agreements. In consideration of the foregoing, Mr. Robins extended the
term of the non-competition
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provision for a period of five years following the later of his cessation of
service as a consultant or as a director, regardless of the reason for such
cessation. During fiscal 2003, Mr. Robins was paid $16,500 for services rendered
as a consultant to the Company and $40,000 for services rendered as a director.
The Company rents to a corporation primarily owned by Steven A. Shaw, a
Senior Vice President and Director of the Company, approximately 2,600 square
feet of space in the Company's El Segundo, California facility, which the
Company does not require for its own use, on a month-to-month basis at a rental
of $1,750 per month, effective March 1, 2004. Based on the nature of the
premises and a 2004 survey conducted for the Company, the Company believes the
rent is the fair market rental for such space.
REPORT WITH RESPECT TO EXECUTIVE COMPENSATION DETERMINATIONS
The following report with respect to the Company's compensation
policies applicable to the determination of the compensation of the Company's
executive officers for fiscal 2003 is presented by the Board of Directors.
EXECUTIVE COMPENSATION. Compensation of executive officers is comprised
of salary as a base compensation, bonuses as a means of short-term compensation
and stock options to foster long-term incentive.
All determinations as to the compensation of an executive officer who
is also a member of the Board are made on an individual basis by the Board after
consultation with senior management, although an executive officer who is also a
member of the Board does not participate in the Board's determination of his own
compensation. In making its decisions as to base salary, the Board gives effect
to the executive's performance and responsibilities, inflationary trends,
competitive market conditions and other subjective factors, without ascribing
specific weights to these factors. Bonuses are based upon the Company's, a
segment's or a division's performance, as well as the executive's overall
performance, contribution toward the Company's profitability, meeting corporate
objectives and, in certain instances, meeting specific corporate goals or
completing specific programs or projects. The compensation (salary and bonuses)
of executive officers who are not members of the Board is determined by senior
management utilizing similar subjective criteria.
The Company has utilized stock options as the primary method of
providing long-term incentive compensation to key employees, including executive
officers, of the Company and its subsidiaries. The Board believes that stock
options foster the interest of key employees in seeking long-term growth for the
Company, as well as linking their interests with the overall interest of
shareholders. In determining when to grant options and the size of the award to
any particular executive, the Board takes into consideration factors such as the
executive's position, level of responsibility, value to the Company, objectives,
accomplishments and performance, the incentive and objectives intended to be
provided, when the last prior option was granted to the individual, the
individual's other compensation and the recommendation of senior management. No
one factor is given special weight, but decisions are made based on an overall
assessment of each individual.
CHIEF EXECUTIVE OFFICER COMPENSATION. The annual compensation of
William Shaw, the Company's Chief Executive Officer, is fixed under the terms of
his Employment Agreement with the Company (discussed under "Executive
Remuneration -- Employment and Termination Agreements," above), subject to
increases and additional compensation, including bonus, from time to time, at
the discretion of the Board of Directors. In determining whether to increase Mr.
Shaw's base salary or award bonuses or other additional compensation, the Board
uses similar criteria as it does for other executive officers who are directors.
The annual compensation of Mr. Shaw was increased by $20,000 during fiscal 2003.
CERTAIN TAX LEGISLATION. Section 162(m) of the Internal Revenue Code of
1986 ("Section 162(m)") precludes a public company from taking a federal income
tax deduction for annual
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compensation in excess of $1,000,000 paid to its chief executive officer or any
of its four other most highly compensated executive officers. Certain
"performance based compensation" is excluded from the deduction limitation. All
of the fiscal 2003 compensation of its executive officers is tax deductible.
Options previously granted by the Board are not deemed "performance based
compensation" under Section 162(m). Therefore, the difference between the market
value of the Company's Common Stock underlying those stock options at the date
of their exercise and the exercise price of the options will be taken into
account in determining whether the $1,000,000 Section 162(m) limitation is
exceeded.
Respectfully,
William Shaw Jerome Shaw Irwin B. Robins
James J. Groberg William H. Turner Steven A. Shaw
Mark N. Kaplan Bruce G. Goodman Lloyd Frank
SHAREHOLDER RETURN PERFORMANCE GRAPH
The Company's Common Stock has been listed on the New York Stock
Exchange since May 7, 1997. The following graph compares the cumulative total
shareholder return to holders of the Company's Common Stock with (a) the New
York Stock Exchange Stock Market Index and (b) securities of companies traded on
the New York Stock Exchange having market capitalizations that are within 5% of
the market capitalization of the Company's Common Stock as at the end of the
Company's latest fiscal year-end (this peer group has been historically selected
by the Company because the Company has operated in five, four since the sale of
Autologic, diverse business segments). The comparison assumes $100 was invested
on November 1, 1998 in the Company's Common Stock and in each of the comparison
groups, and assumes reinvestment of dividends (the Company paid no dividends
during the periods):
[GRAPH OF SHAREHOLDER RETURN PERFORMANCE]
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
VOLT INFORMATION SCIENCES, INC. $100 $82.51 $90.86 $47.42 $56.19 $ 73.11
PEER GROUP INDEX $100 $107.84 $137.27 $ 84.41 $ 75.72 $103.61
NEW YORK STOCK EXCHANGE INDEX $100 $116.02 $125.47 $104.77 $92.30 $112.36
-14-
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, to file initial reports of
ownership, and reports of changes of ownership, of the Company's equity
securities with the Securities and Exchange Commission and furnish copies of
those reports to the Company. Based solely upon a review of the copies of the
reports furnished to the Company to date and representations that no reports
were required, the Company believes that all reports required to be filed by
such persons with respect to the Company's fiscal year ended November 2, 2003
were timely filed.
-15-
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of the Company has, subject to shareholder
ratification, selected Ernst & Young as the independent auditors to audit the
Company's financial statements for the fiscal year ending October 31, 2004.
Ernst & Young did not render consulting services to the Company during the
Company's 2003 fiscal year.
AUDIT FEES
Audit fees billed and expected to be billed by Ernst & Young for its
audits of the annual financial statements of the Company and its subsidiaries
for the years ended November 2, 2003 and November 3, 2002 and for its reviews of
the financial statements included in Quarterly Reports on Form 10-Q filed with
the Securities and Exchange Commission for those years were $641,700 and
$441,000, respectively.
AUDIT-RELATED
The aggregate fees billed by Ernst & Young for assurance and related
services that were reasonably related to the audit fees described under "Audit
Fees" for the years ended November 2, 2003 and November 3, 2002 were $297,800
and $263,600, respectively. These assurance and related services included fees
for audits of employee benefit plans and statutory audits.
TAX FEES
The aggregate fees billed by Ernst & Young for tax compliance, tax
advice and tax planning for the years ended November 2, 2003 and November 3,
2002 were $229,800 and $582,000, respectively.
ANTICIPATED ATTENDANCE BY ERNST & YOUNG AT THE ANNUAL MEETING
Ernst & Young has indicated to the Company that it intends to have a
representative present at the Annual Meeting who will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.
REQUIRED VOTE
A resolution will be submitted to shareholders at the Annual Meeting
for the ratification of the Board of Director's selection of Ernst & Young as
the independent auditors to audit the Company's financial statements for the
fiscal year ending October 31, 2004. The affirmative vote of a majority of the
votes cast at the Annual Meeting in person or by proxy will be required to adopt
this resolution. The Board of Directors recommends a vote "FOR" this resolution.
Abstentions and broker non-votes will have no effect on the outcome of the vote
on this proposal.
If the resolution selecting Ernst & Young LLP as independent public
accountants is adopted by shareholders, the Board of Directors nevertheless
retains the discretion to select different auditors should it then deem it in
the Company's best interests. Any such future selection need not be submitted to
a vote of shareholders.
MISCELLANEOUS
COST OF SOLICITING PROXIES
The cost of solicitation of Proxies, including the cost of reimbursing
banks, brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding Proxy soliciting material to beneficial owners
of Common Stock, will be borne by the Company. Proxies may be solicited
-16-
without extra compensation by certain officers and regular employees of the
Company by mail and, if determined to be necessary, by telephone, telegraph or
personal interviews.
INDEMNIFICATION INSURANCE
New York law permits a corporation to purchase insurance covering a
corporation's obligation to indemnify directors and officers and also covering
directors and officers individually, subject to certain limitations, in
instances in which they may not otherwise be indemnified by the corporation. In
March 2003, the Company extended insurance policies from National Union Fire
Insurance Company of Pittsburgh, PA, Federal Insurance Company and Continental
Casualty Company covering reimbursement to the Company for any obligation it
incurs as a result of indemnification of officers and directors and also
covering indemnification for officers and directors individually in certain
cases where additional exposure might exist. The policies originally expired
March 8, 2004, but the expiration dates have been extended to May 1, 2004. The
annual premium cost of the policies was $739,532. The Company is in the process
of negotiating a renewal of these insurance policies.
SHAREHOLDER PROPOSALS
From time to time shareholders may present for consideration at
meetings of shareholders proposals which may be proper subjects for inclusion in
the proxy statement and form of proxy distributed in connection with such
meetings. In order to be so included, such proposals must be submitted in
writing on a timely basis. Shareholder proposals intended to be included in the
Company's proxy statement and form of proxy to be used in connection with the
Company's 2005 Annual Meeting of Shareholders must be received by the Company by
November 1, 2004. Any such proposals, as well as any questions relating thereto,
should be directed to the Secretary of the Company, 560 Lexington Avenue, New
York, New York 10022-2928.
The Company's by-laws, as amended, require shareholders who intend to
nominate directors or propose business at any annual meeting to provide advance
notice of such intended action, as well as certain additional information, to
the Company. Such notice and information must be timely received by the
Secretary of the Company at 560 Lexington Avenue, New York, New York 10022-2928
not less than 120 nor more than 150 days prior to the anniversary date of the
notice of the annual meeting of shareholders held in the immediately preceding
year. However, in the event the date of the annual meeting is changed by more
than 30 days from the one year anniversary date of the date the annual meeting
was held in such immediately preceding year and less than 130 days informal
notice to shareholders or other public disclosure of the date of the annual
meeting in the current year is given or made, advance notice of nominations or
business proposed by a shareholder must be received by the Company not later
than the close of business on the tenth calendar day following the date on which
formal or informal notice or public disclosure of the date of the annual meeting
is mailed or otherwise first publicly announced, whichever first occurs. Copies
of the by-law provision are available upon request made to the Secretary of the
Company.
By Order of the Board of Directors
Jerome Shaw, Secretary
New York, New York
March 1, 2004
-17-
REVOCABLE PROXY
[X]PLEASE MARK VOTES VOLT INFORMATION SCIENCES, INC.
AS IN THIS EXAMPLE
Solicited On Behalf Of The Board Of Directors For Annual With- For All
Meeting Of Shareholders Of Volt Information Sciences, Inc. 1. Election of Directors: For hold Except
The undersigned hereby appoints WILLIAM SHAW, JEROME SHAW and S (a) The election of the following to [ ] [ ] [ ]
HOWARD B. WEINREICH, jointly and severally, Proxies with full serve as Class I directors:
power of substitution, to vote on behalf of the undersigned at A Lloyd Frank Bruce G. Goodman
the Annual Meeting of Shareholders of VOLT INFORMATION Mark N. Kaplan Steven A. Shaw
SCIENCES, INC. to be held on April 9, 2004, and at any V
adjournments or postponements thereof, as indicated upon the With-
following matters as described in the Notice of Meeting and I (b) The election of the following to For hold
accompanying Proxy Statement related to such meeting, receipt serve as Class I directors: [ ] [ ]
of which is acknowledged, and with discretionary power upon N Theresa A. Havell
such other business as may come before the meeting, according
to the number of votes and as fully as the undersigned would G INSTRUCTION: To withhold authority to vote for any individual
be entitled to vote if personally present, hereby revoking any nominee, mark "For All Except" and write that nominee's name
prior Proxy or Proxies. S in the space provided below
-----------------------------------------------------------------
P 2. The proposal to ratify the action of For Against Abstain
the Board of Directors in appointing [ ] [ ] [ ]
L Ernst & Young LLP as the Company's
independent auditors for the fiscal
------------------------- A year ending October 31, 2004.
Please be sure to sign and date |Date |
this Proxy. | | N This Proxy also provides voting instructions to the trustee of
---------------------------------------------------------- the Volt Information Sciences, Inc. Savings Plan.
| |
| | The Board of Directors recommends a vote for the election of each
| | nominee to serve as a director and for Proposal 2 set forth in
--Shareholder sign above-----Co-holder(if any) sign above- this Proxy.
Each properly executed Proxy will be voted in accordance with the
specifications made above. If no specification is made, the
shares represented by this Proxy will be voted FOR the election
of all listed nominees and FOR Proposal 2.
The Submission Of This Proxy, If Executed Properly,
Revokes All Prior Proxies.
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DETACH ABOVE CARD, SIGN DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED
VOLT INFORMATION SCIENCES, INC.
------------------------------------------------------------------------------------------------------------------------------------
NOTE: Please sign your name or names exactly as set forth hereon. For jointly owned shares, each owner should sign. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the capacity in which you are acting. Proxies executed by
corporations should be signed by a duly authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
------------------------------------------------------------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
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REVOCABLE PROXY
[X]PLEASE MARK VOTES VOLT INFORMATION SCIENCES, INC.
AS IN THIS EXAMPLE
Solicited On Behalf Of The Board Of Directors For Annual With- For All
Meeting Of Shareholders Of Volt Information Sciences, Inc. 1. Election of Directors: For hold Except
(a) The election of the following to [ ] [ ] [ ]
The undersigned hereby appoints WILLIAM SHAW, JEROME SHAW and serve as Class I directors:
HOWARD B. WEINREICH, jointly and severally, Proxies with full Lloyd Frank Bruce G. Goodman
power of substitution, to vote on behalf of the undersigned at Mark N. Kaplan Steven A. Shaw
the Annual Meeting of Shareholders of VOLT INFORMATION
SCIENCES, INC. to be held on April 9, 2004, and at any C With-
adjournments or postponements thereof, as indicated upon the (b) The election of the following to For hold
following matters as described in the Notice of Meeting and O serve as Class I directors: [ ] [ ]
accompanying Proxy Statement related to such meeting, receipt Theresa A. Havell
of which is acknowledged, and with discretionary power upon M
such other business as may come before the meeting, according INSTRUCTION: To withhold authority to vote for any individual
to the number of votes and as fully as the undersigned would M nominee, mark "For All Except" and write that nominee's name
be entitled to vote if personally present, hereby revoking any in the space provided below
prior Proxy or Proxies. O
-----------------------------------------------------------------
N 2. The proposal to ratify the action of For Against Abstain
the Board of Directors in appointing [ ] [ ] [ ]
Ernst & Young LLP as the Company's
independent auditors for the fiscal
year ending October 31, 2004.
This Proxy also provides voting instructions to the trustee of
the Volt Information Sciences, Inc. Savings Plan.
--------------------------- The Board of Directors recommends a vote for the election of each
Please be sure to sign and date |Date | nominee to serve as a director and for Proposal 2 set forth in
this Proxy. | | this Proxy.
------------------------------------------------------------
| | Each properly executed Proxy will be voted in accordance with the
| | specifications made above. If no specification is made, the
| | shares represented by this Proxy will be voted FOR the election
--Shareholder sign above-----Co-holder(if any) sign above--- of all listed nominess and FOR Proposal 2.
THE SUBMISSION OF THIS PROXY, IF EXECUTED PROPERLY,
REVOKES ALL PRIOR PROXIES.
------------------------------------------------------------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED
VOLT INFORMATION SCIENCES, INC.
------------------------------------------------------------------------------------------------------------------------------------
NOTE: Please sign your name or names exactly as set forth hereon. For jointly owned shares, each owner should sign. If signing as
attorney, executor, administrator, trustee or guardian, please indicate the capacity in which you are acting. Proxies executed by
corporations should be signed by a duly authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
------------------------------------------------------------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
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