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 27, 2005
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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(a) On December 27, 2005 the Registrant, Gatton Volt Consulting
Group Limited, the guarantors party thereto, the lenders party thereto and
JPMorgan Chase Bank, N.A. entered into a Consent, Waiver and Second Amendment
(the "Second Amendment") to the Second Amended and Restated Credit Agreement
dated as of April 11, 2005, among such parties (as amended, the "Credit
Agreement") consenting to the consummation of the acquisition by Volt Delta
Resources LLC ("Volt Delta") of the twenty-four (24%) percent interest of Nortel
Networks, Inc. ("Nortel") in it and modifying certain of the financial covenants
contained in the Credit Agreement and increasing the amount of financing
permitted under the Registrant's Receivables Purchase Agreement.
(b) As described in greater detail in Item 2.01, on December 28,
2005, the Registrant's subsidiary, Volt Delta, the Registrant and certain of its
other subsidiaries have amended the Members' Agreement, dated as of August 2,
2004, with Nortel to purchase Nortel's twenty-four (24%) percent interest in
Volt Delta.
Item 2.01. Completion of Acquisition or Disposition of Assets.
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(a) On December 28, 2005, Volt Delta, seventy-six (76%) percent of
the membership interest of which is owned by the Registrant, acquired the
remaining twenty-four (24%) percent interest from Nortel pursuant to a Letter of
Agreement dated December 28, 2005 among Volt Delta, the Registrant, certain of
its other subsidiaries and Nortel (the "Letter of Agreement"). The purchase
price was approximately $56.4 million. In addition, Volt Delta distributed to
Nortel excess cash of approximately $5.4 million. At the closing Volt Delta paid
Nortel $25 million and issued its promissory note for $36.750 million (the
"Note") to Nortel. The Note is payable on February 15, 2006 and is secured by
the purchased membership interest. There were no material relationships between
Nortel and the Registrant, any of its affiliates, any officer or director of the
Registrant or any associate of any such person preceding the entering into of
the Members' Agreement and related documents dated as of August 2, 2004. A copy
of the press release issued by Volt is attached as Exhibit 99.4 and is
incorporated herein by reference.
(b) On December 30, 2005 the Registrant's wholly-owned subsidiary,
Volt Delta GmbH completed the acquisition of the stock of varetis solutions GmbH
from varetis AG pursuant to an agreement dated November 1/2, 2005 (the
"Agreement") previously described in the Registrant's Current Report on Form 8-K
dated November 3, 2005. The purchase price was 20.8 million Euros, which was
paid at the closing. There were no material relationships between varetis AG and
the Registrant, any of its affiliates, any officer or director of the Registrant
or any associate of any such person. A copy of the press release issued by Volt
is attached as Exhibit 99.5 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
99.1 Consent, Waiver and Second Amendment dated December 27, 2005 to the Second
Amended and Restated Credit Agreement dated as of April 11, 2005 among the
Registrant, Gatton Volt Consulting Group Limited, the guarantors party
thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.
99.2 Letter of Agreement dated December 28, 2005 among Volt Delta Resources LLC,
the Registrant, certain other subsidiaries of the Registrant and Nortel
Networks, Inc.
99.3 Promissory Note dated December 28, 2005 issued by Volt Delta Resources LLC
to Nortel Networks, Inc.
99.4 Press Release dated December 29, 2005 issued by the Registrant.
99.5 Press Release dated January 3, 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 January 4, 2006 By: /s/ James J. Groberg
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James J. Groberg, Senior Vice President