8-K

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):  March 4, 2016

VOLT INFORMATION SCIENCES, INC.

(Exact name of registrant as specified in its charter)

New York	001-9232	13- 5658129
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1133 Avenue of the Americas, New York, New York	10036
(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 (see General Instruction A.2. below):

£ 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 2.01 Completion of Acquisition or Disposition of Assets 

On March 4, 2016, Volt Orangeca Real Estate Corp. (the “Seller”), an indirect wholly-owned subsidiary of Volt Information Sciences, Inc. (the “Company”) completed the closing of the sale-leaseback transaction (the “Closing”) of real property comprised of land and buildings with office space of approximately 191,000 square feet in Orange, California for a purchase price of $35.9 million, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016. The Closing was completed pursuant to the Purchase and Sale Agreement (the “PSA”) and the Lease Agreement (the “Lease”) entered into on February 25, 2016 with Glassell Grand Avenue Partners, LLC (the “Buyer”), a limited liability company formed by Hines, a real estate investment and management firm, and funds managed by Oaktree Capital Management L.P., an investment management firm.  The Buyer assigned the PSA and the Lease to Glassell Acquisitions Partners LLC, an affiliate, prior to the Closing.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA and Lease, which are incorporated by reference herein as specified in Exhibits 10.1 and 10.2.

Item 7.01 Regulation FD Disclosure

On March 8, 2016, we issued the press release attached hereto as Exhibit 99.1, announcing the Closing.  The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,except as shall be expressly set forth by specific reference in such filing.  This Item 7.01 disclosure will not be deemed an admission as to the materiality of any information in this Current Report Form on 8-K that is required to be disclosed solely by Regulation FD.

Item 8.01 Other Events

On March 8, 2016, Volt Opportunity Road Realty Corp. (“Volt Realty”), an indirect wholly-owned subsidiary of the Company, closed on the sale to Shariar Delalat (the “Purchaser”) of real property comprised of land and building with office space of approximately 19,000 square feet in San Diego, California for a purchase price of $2.15 million pursuant to an agreement between Volt Realty and the Purchaser dated September 17, 2015, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Purchase and Sale Agreement, dated February 25, 2016, by and between Volt Orangeca Real Estate Corp. and Glassell Grand Avenue Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
10.2	Lease Agreement, dated February 25, 2016, by and between Glassell Grand Avenue Partners, LLC and Volt Information Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
99.1	Press Release dated March 8, 2016

SIGNATURE

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.
By:	/s/ Paul Tomkins
	Paul Tomkins
	Senior Vice President and Chief Financial Officer

Date:  March 8, 2016

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Purchase and Sale Agreement, dated February 25, 2016, by and between Volt Orangeca Real Estate Corp. and Glassell Grand Avenue Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
10.2	Lease Agreement, dated February 25, 2016, by and between Glassell Grand Avenue Partners, LLC and Volt Information Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
99.1	Press Release dated March 8, 2016

EX-99.1

FOR IMMEDIATE RELEASE

Volt Information Sciences Completes Sale of Office Properties

Sale of company-owned real estate in Orange and San Diego, CA generates aggregate net cash proceeds of $29 million;
Orange facility to remain occupied by Volt in sale-leaseback transaction

NEW YORK, NY, March 8, 2016 – Volt Information Sciences, Inc. (“Volt” or “the Company”) (NYSE-MKT:VISI), an international provider of staffing services and information technology infrastructure services, today announced it has completed a sale-leaseback transaction for its office property in Orange, CA with Glassell Acquisition Partners LLC, a limited liability company formed by Hines, a global real estate investment management firm, and  funds managed by Oaktree Capital Management L.P. The facility is currently utilized by Volt. In addition, the Company also completed the sale of its idle office facility in San Diego to a private commercial real estate investor.

The Orange, CA facility comprises four buildings totaling approximately 191,000 square feet of Class A office space. Terms of the transaction included a $35.9 million purchase price and a concurrent leaseback agreement with an initial term of 15 years, plus multiple renewal options. The property will continue to house approximately 400 Volt employees. After the repayment of mortgage indebtedness on the property along with transaction-related expenses and fees, Volt received net cash proceeds of approximately $27.1 million from the sale of the property.

The San Diego, CA office facility has approximately 19,000 square feet and generated a purchase price of $2.1 million. There was no mortgage on the property and net proceeds to Volt, after transaction-related expenses and fees, totaled $2.0 million.

“We are pleased to announce the completion of the sale-leaseback of the Orange facility and the sale of the idle office property in San Diego,” said Michael Dean, Volt’s President and Chief Executive Officer. “The divestiture of non-core assets, including real estate, is a key aspect of our initiative to streamline Volt’s corporate structure and operational focus. Importantly, aggregate net cash proceeds of $29 million from the transactions, along with other actions to strengthen our balance sheet, have significantly improved our financial flexibility as we work to execute our turn-around strategy.”

Information concerning this transaction was filed by Volt today with the Securities and Exchange Commission and can be obtained at www.sec.gov or the ‘Investors’ section of Volt’s website at www.volt.com.

About Volt Information Sciences, Inc.

Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based), managed service programs, technology outsourcing services and information technology infrastructure services. Our staffing services consists of workforce solutions that include providing contingent workers, personnel recruitment services, and managed services programs supporting primarily professional administration, technical, information technology, light-industrial and engineering positions. Our managed service programs consist of managing the procurement and on-boarding of contingent workers from multiple providers. Our technology outsourcing services provide pre and post production development, testing and customer support to companies in the mobile, gaming, and technology devices industries. In addition, we provide information technology infrastructure services which provide server, storage, network and desktop IT hardware maintenance, data center and network monitoring and operations. Our complementary businesses offer customized talent, technology and consulting solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation, and utilities. For more information visit www.volt.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to a number of known and unknown risks, including, among others, general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the company, and the degree of success of business improvement initiatives that could cause actual results, performance and achievements to differ materially from those described or implied in the forward-looking statements. Information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements are contained in company reports filed with the Securities and Exchange Commission.  Copies of the company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission, are available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, Attention: Shareholder Relations, 212-704-7921. These and other SEC filings by the company are also available to the public over the Internet at the SEC’s website at http://www.sec.gov and at the company’s website at http://www.volt.com in the Investor & Governance section.

Investor Contacts:

Paul Tomkins

Volt Information Sciences, Inc.

voltinvest@volt.com

212-704-7921

Lasse Glassen

Addo Communications

lasseg@addocommunications.com

424-238-6249