0000910680-01-500465.txt : 20011009
0000910680-01-500465.hdr.sgml : 20011009
ACCESSION NUMBER: 0000910680-01-500465
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010925
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010926
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES INC
CENTRAL INDEX KEY: 0000103872
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363]
IRS NUMBER: 135658129
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09232
FILM NUMBER: 1744952
BUSINESS ADDRESS:
STREET 1: 560 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-2928
BUSINESS PHONE: 2127042400
MAIL ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10020
FORMER COMPANY:
FORMER CONFORMED NAME: VOLT TECHNICAL CORP
DATE OF NAME CHANGE: 19680913
8-K
1
f748352.txt
FORM 8K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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): September 25, 2001
VOLT INFORMATION SCIENCES, INC
-------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York 1-9232 13-5658129
---------------------------- --------------- --------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
560 Lexington Avenue, New York, New York 10022
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 704-2500
----------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On September 26, 2001, Autologic Information International, Inc., a
Delaware corporation ("Autologic"), and a 59% owned subsidiary of Volt
Information Sciences, Inc. (the "Company"), announced that it has entered into
an Agreement and Plan of Merger, dated September 25, 2001 (the "Merger
Agreement"), with Agfa Corporation, a Delaware corporation ("Agfa") and a
subsidiary of Agfa-Gevaert N.V., and Autologic Acquisition Corp., a Delaware
corporation ("Purchaser"). Pursuant to the Merger Agreement: (i) Purchaser will
commence a cash tender offer for all of the outstanding shares of Common Stock
of Autologic at a purchase price of $7.127 per share (the "Offer"); and (ii)
following consummation of the Offer, the Purchaser will merge with and into
Autologic.
In connection with the Merger Agreement, the Company entered into a
Stockholder's Agreement, dated September 25, 2001 (the "Volt Stockholder's
Agreement"), with Agfa, Purchaser and Autologic, pursuant to which the Company
agreed, among other things, to: (i) tender in the Offer all of the shares of
Autologic Common Stock beneficially owned by the Company; (ii) vote such shares
in favor of the Merger Agreement; (iii) grant Agfa a proxy with respect to
voting such shares; and (iii) grant Agfa an option to purchase 331/3% of shares
of Common Stock of Autologic beneficially owned by the Company at the per share
price payable in the Offer in the event the Merger Agreement is terminated in
certain circumstances.
On September 26, 2001, the Company issued a press release (the "Press
Release") announcing the execution of the Merger Agreement and the transactions
contemplated thereby.
The Merger Agreement, Volt Stockholder's Agreement and the Press Release
are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively. The
description of each document set forth above does not purport to be complete and
is qualified in its entirety by reference to the provisions of each such
document.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------- ------------------------------------------------------------------
(a) Financial statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits:
Exhibit No. Description:
----------- -----------
99.1 Agreement and Plan of Merger, dated September
25, 2001, among Agfa Corporation, Autologic
Acquisition Corp. and Autologic Information
International, Inc. (Incorporated by reference
to Exhibit 2.1 to the Current Report on Form
8-K dated September 26, 2001 filed by Autologic
Information International, Inc.)
99.2 Stockholder's Agreement, dated September 25,
2001, among Agfa Corporation, Autologic
Acquisition Corp., Volt Information Sciences,
Inc. and Autologic Information
International, Inc. (Incorporated by reference to
Exhibit 2.3 to the Current Report on Form 8-K
dated September 26, 2001 filed by Autologic
Information International, Inc.)
99.3 Press Release, dated September 26, 2001
(Incorporated by reference to the Schedule 14D-9,
dated September 26, 2001 filed by Volt
Information Sciences, Inc.)
S I G N A T U R E
-----------------
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: September 26, 2001 By: /s/ Howard Weinreich
----------------------------------
Name: Howard Weinreich
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
-------------
Exhibit No. Description:
----------- -----------
99.1 Agreement and Plan of Merger, dated September 25, 2001,
among Agfa Corporation, Autologic Acquisition Corp. and
Autologic Information International, Inc. (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K
dated September 26, 2001 filed by Autologic Information
International, Inc.)
99.2 Stockholder's Agreement, dated September 25, 2001, among
Agfa Corporation, Autologic Acquisition Corp., Volt
Information Sciences, Inc. and Autologic Information
International, Inc. (Incorporated by reference to Exhibit
2.3 to the Current Report on Form 8-K dated September 26,
2001 filed by Autologic Information International, Inc.)
99.3 Press Release, dated September 26, 2001 (Incorporated by
reference to the Schedule 14D-9, dated September 26, 2001
filed by Volt Information Sciences, Inc.)