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): August 2, 2004
VOLT INFORMATION SCIENCES, INC.
(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)
Item 2. Acquisition or Disposition of Assets.
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On August 2, 2004, Volt Delta Resources, LLC ("VoltDelta"), a
wholly-owned subsidiary of Volt Information Sciences, Inc. ("Volt"), closed a
Contribution Agreement (the "Contribution Agreement") that had been entered into
with Nortel Networks Inc. ("Nortel Networks") on June 11, 2004 under which
Nortel Networks contributed substantially all of the assets (consisting
principally of customer base and contracts, intellectual property and inventory)
and certain specified liabilities of its directory and operator services ("DOS")
business to VoltDelta in exchange for a 24% minority equity interest in
VoltDelta. VoltDelta plans to use the assets acquired from Nortel Networks to
enhance the operation of its DOS business.
Also on August 2, 2004, Volt Delta Resource Holdings, Inc. and Nuco I,
Ltd., each a wholly-owned subsidiary of Volt, VoltDelta and Volt entered into a
Members'Agreement (the "Members' Agreement") with Nortel Networks which provided
for the management of VoltDelta and the respective rights and obligations of the
equity owners thereof. The Members' Agreement provides that commencing two years
from the date thereof Nortel Networks may exercise a put option or VoltDelta may
exercise a call option, in each case to effect the purchase by VoltDelta of
Nortel Networks' minority equity interest in VoltDelta. If either party
exercises its option between the second and third year from the date of the
Members' Agreement, the price paid to Nortel Networks for its 24% minority
equity interest will be the product of the revenue of VoltDelta for the twelve
month period ended as of the fiscal quarter immediately preceding the date of
option exercise (the "VoltDelta Revenue Base") multiplied by 70% of the
enterprise market value to revenue formula index of specified comparable
companies (which index shall not exceed 1.8), times Nortel Networks' ownership
interest in VoltDelta (the amount so calculated would not exceed 30% of the
VoltDelta Revenue Base), with a minimum payment of US$25 million and a maximum
payment of US$70 million. If the option is exercised after three years from the
date of the Members' Agreement, the price paid will be a mutually agreed upon
amount.
In addition, on July 29, 2004, Volt entered into a First Amendment to
the Amended and Restated Credit Agreement dated as of April 12, 2004 among Volt,
Gatton Volt Consulting Group Limited, the guarantors party thereto, the lenders
party thereto and JPMorgan Chase Bank, as administrative agent, under which
VoltDelta was released as a guarantor and collateral grantor under Volt's
multibank credit facility as required under the Contribution Agreement.
The above summary does not purport to be complete and is qualified in
its entirety by reference to the exhibits to this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
Volt will file the financial statements and pro forma financial
information required by Item 7 not later than 75 days from
August 2, 2004.
(c) Exhibits:
2.1 Contribution Agreement made and entered into as of June
11, 2004 by and between Volt Delta Resources, LLC and
Nortel Networks Inc.
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2.2 Members' Agreement made and entered into as of August 2,
2004 by and between Volt Delta Resources, LLC, Nortel
Networks Inc., Volt Delta Resource Holdings, Inc., Nuco I,
Ltd. and Volt Information Sciences, Inc.
2.3 First Amendment dated as of July 29, 2004 to the Amended
and Restated Credit Agreement dated as of April 12, 2004
among Volt Information Sciences, Inc., Gatton Volt
Consulting Group Limited, the guarantors party thereto,
the lenders party thereto and JPMorgan Chase Bank, as
administrative agent.
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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 August 17, 2004 By: /s/ James J. Groberg
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James J. Groberg, Senior Vice President
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Contribution Agreement made and entered into as of June 11, 2004 by
and between Volt Delta Resources, LLC and Nortel Networks Inc.
2.2 Members' Agreement made and entered into as of August 2, 2004 by and
between Volt Delta Resources, LLC, Nortel Networks Inc., Volt Delta
Resource Holdings, Inc., Nuco I, Ltd. and Volt Information Sciences,
Inc.
2.3 First Amendment dated as of July 29, 2004 to the Amended and
Restated Credit Agreement dated as of April 12, 2004 among Volt
Information Sciences, Inc., Gatton Volt Consulting Group Limited,
the guarantors party thereto, the lenders party thereto and JPMorgan
Chase Bank, as administrative agent.
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