-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TiS50EefDNNhgzrRptBZW1PKM6eAQDWDFvdLywc9k0Y8AcOq8/LS2XfdrEqXVAnR +d/b+ct3Ebi2nj8JhJpOjg== 0000910680-05-000296.txt : 20050414 0000910680-05-000296.hdr.sgml : 20050414 20050414170242 ACCESSION NUMBER: 0000910680-05-000296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050408 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 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: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 05751404 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 FORMER COMPANY: FORMER CONFORMED NAME: VOLT INFORMATION SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 8-K 1 f8k040805.txt CURRENT REPORT UNITED STATES 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): April 8, 2005 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) 704-2400 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (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. ------------------------------------------ On April 8, 2005, Volt Information Sciences, Inc., Volt Funding Corp. and Three Rivers Funding Corporation amended that certain Receivables Purchase Agreement dated as of April 12, 2002, as amended by a First Amendment to Receivables Purchase Agreement dated as of June 3, 2002 and a Second Amendment to Receivables Purchase Agreement dated as of March 31, 2004 (as amended, the "Receivables Purchase Agreement") to provide that the expiration date of the Receivables Purchase Agreement shall be extended from April 3, 2006 to April 2, 2007. In all other material respects, the terms of the Receivables Purchase Agreement remain the same. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: 99.1 Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 among Volt Funding Corp., Three Rivers Funding Corporation and Volt Information Sciences, Inc. S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VOLT INFORMATION SCIENCES, INC. Date: April 14, 2005 By: /s/ James J. Groberg --------------------------------------- James J. Groberg, Senior Vice President EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Third Amendment to Receivables Purchase Agreement dated as of April 8, 2005 among Volt Funding Corp., Three Rivers Funding Corporation and Volt Information Sciences, Inc. EX-99 2 ex99_1-f8k040805.txt EX-99.1; 3RD AMNDMNT TO REC. PURCH. AGMNT. EXHIBIT 99.1 THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of April 8, 2005 (the "Amendment") among VOLT FUNDING CORP. (the "Seller"), THREE RIVERS FUNDING CORPORATION ("TRFCO") and VOLT INFORMATION SCIENCES, INC. ("Volt"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Seller, TRFCO and Volt are parties to a Receivables Purchase Agreement dated as of April 12, 2002, as amended by a First Amendment to Receivables Purchase Agreement dated as of June 3, 2002 and a Second Amendment to Receivables Purchase Agreement dated as of March 31, 2004 (the "RPA"); WHEREAS, the parties desire to amend the RPA; NOW, THEREFORE, the parties agree as follows: SECTION 1. DEFINITIONS Defined terms used herein and not defined herein shall have the meanings assigned to such terms in the RPA. SECTION 2. AMENDMENT OF RPA The parties hereto agree that, effective as of April 8, 2005 (the "Effective Date"), the definition of "Expiration Date" set forth in Section 1.01 of the RPA shall be amended by replacing the date "April 3, 2006" set forth therein with the date "April 2, 2007". SECTION 3. CONDITIONS PRECEDENT The occurrence of the Effective Date shall be subject to the conditions precedent that TRFCO shall have received this Amendment executed by each party hereto in form and substance satisfactory to TRFCO. SECTION 4. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF NEW YORK'S GENERAL OBLIGATIONS LAW). SECTION 5. EXECUTION IN COUNTERPARTS This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 6. CONFIRMATION OF AGREEMENT Each of the parties to the RPA agree that, except as amended hereby, the RPA continues in full force and effect. The Seller and Volt hereby represent and warrant that, after giving effect to the effectiveness of this Amendment, their respective representations and warranties contained in the RPA are true and correct in all material respects upon and as of such effectiveness with the same force and effect as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date). 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers as of the day and year first above written. VOLT FUNDING CORPORATION By: /s/ Ludwig M. Guarino ----------------------------------- Authorized Signatory, Treasurer VOLT INFORMATION SCIENCES, INC. By: /s/ William Shaw ----------------------------------- Authorized Signatory, President THREE RIVERS FUNDING CORPORATION By: /s/ Bernard J. Angelo ----------------------------------- Authorized Signatory 3 -----END PRIVACY-ENHANCED MESSAGE-----