0000947871-17-000166.txt : 20170223 0000947871-17-000166.hdr.sgml : 20170223 20170223164731 ACCESSION NUMBER: 0000947871-17-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170217 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170223 DATE AS OF CHANGE: 20170223 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: 1101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 17633202 BUSINESS ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-704-2400 MAIL ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 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 ss31972_8k.htm 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):  February 17, 2017
 
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 1.01
Entry into a Material Definitive Agreement 
 
On February 17, 2017, Maintech, Incorporated (“Maintech”), a wholly-owned subsidiary of Volt Information Sciences, Inc., entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement by and between Maintech, as borrower, and Bank of America, N.A., as lender, dated as of February 17, 2016 (the “Agreement”).

The Amendment extends the Revolver Termination Date, as defined in the Agreement, by one month to March 17, 2017. The Agreement, as amended, will terminate upon the earlier of the Revolver Termination Date, when voluntarily terminated by Maintech, or upon certain other events, including the sale of Maintech.

All other terms and conditions of the Agreement remain unchanged.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1.

 
Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit No.
Description of Exhibit

10.1
Amendment to Loan and Security Agreement, dated as of February 17, 2017, to the Loan and Security Agreement, dated as of February 17, 2016, between Maintech, Incorporated, as Borrower, and Bank of America, N.A., as lender.

 
 
 
 
 
 
 
 
 
 
 

 
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:  February 23, 2017
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit

10.1
Amendment to Loan and Security Agreement, dated as of February 17, 2017, to the Loan and Security Agreement, dated as of February 17, 2016, between Maintech, Incorporated, as Borrower, and Bank of America, N.A., as lender.



 
 
 
 
 
 
 
 
 
 
 EX-10.1 2 ss31972_ex1001.htm AMENDMENT TO LOAN AND SECURITY AGREEMENT
 
Exhibit 10.1

 
 
AMENDMENT TO LOAN AND SECURITY AGREEMENT

This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of February 17, 2017, by and between MAINTECH, INCORPORATED (“Borrower”) and BANK OF AMERICA, N.A. (“Lender”).
 
W I T N E S S E T H :

WHEREAS, the parties hereto have entered into a Loan and Security Agreement dated as of February 17, 2016 (as amended or otherwise modified from time to time, the “Loan Agreement”) and various instruments, guaranties, agreements and other documents executed and/or delivered in connection therewith (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, restated, renewed, extended, substituted, modified or supplemented from time to time, collectively, the “Loan Documents”); and
 
WHEREAS, Borrower has requested that Lender amend certain provisions of the Loan Agreement; and
 
WHEREAS, Lender has agreed to accommodate Borrower’s request, subject to the terms and conditions set forth herein.
 
NOW THEREFORE, in consideration of the foregoing, and for good and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
SECTION 1
DEFINITIONS.
 
Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
 
SECTION 2
AMENDMENT.
 
The definition of “Revolver Termination Date” set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in  its entirety as follows:
 
 ““Revolver Termination Date” means March 17, 2017.”
 
SECTION 3
AMENDMENT AND EXTENSION FEE.
 
On the date hereof, in consideration of the amendment to the Loan Agreement requested by Borrower and agreed to by Lender, Borrower shall pay to Lender an amendment and extension fee in the amount of $5,000 (the “Amendment and Extension Fee”).  The Amendment and Extension Fee shall be fully earned, due and payable on the date hereof and shall not be subject to refund, rebate or proration for any reason whatsoever.
 
SECTION 4
PROVISIONS OF GENERAL APPLICATION
 
4.1 Representations in Loan Documents.  Each of the representations and warranties made by or on behalf of Borrower to Lender in any of the Loan Documents was true and correct when made and is true and correct in all material respects on and as of the date of this Amendment with the same full force and effect as if each of such representations and warranties had been made by or on behalf of Borrower on the date hereof and in this Amendment (other than such representations and warranties that relate solely to a specific prior date, which such representation and warranties were true and correct in all material respects only as of that specific prior date). 
 
 
 
Borrower hereby represents and warrants to Lender that (a) no Event of Default or act, omission, thing or condition which upon giving of notice or lapse of time, or both, might constitute an Event of Default, exists immediately prior to the execution of this Amendment and (b) no Event of Default or act, omission, thing or condition, which upon giving of notice or lapse of time, or both, might constitute an Event of Default, will exist immediately after the execution of this Amendment.
 
4.2 Binding Effect of Documents. This Amendment and the other Loan Documents have been duly executed and delivered to the Lender by Borrower and are in full force and effect, as modified hereby.
 
4.3 Conditions to Effectiveness.  The effectiveness of the terms and provisions of this Amendment shall be subject to the receipt by Lender of: (a) this Amendment, duly authorized, executed and delivered by Borrower and Lender, and (b) the Amendment and Extension Fee.
 
4.4 Effect of this Amendment.  Except as modified pursuant hereto, no other changes or modifications to the Loan Documents are intended or implied and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.  To the extent of conflict between the terms of this Amendment and the other Loan Documents, the terms of this Amendment shall control.  The Loan Agreement and this Amendment shall be read and construed as one agreement.
 
4.5 Further Assurances.  The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary or desirable to effectuate the provisions and purposes of this Amendment.
 
4.6 Binding Effect.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
 
4.7 Governing Law.  THIS AMENDMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.
 
4.8 Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall constitute but one and the same Amendment.  In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.  Delivery of a signature page hereto by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature page follows]


 
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to Loan and Security Agreement as of the date first written above.
 

 
 
MAINTECH, INCORPORATED, as Borrower
  
       
       
 
By:
/s/ Kevin Hannon
  
   
Name:
Kevin Hannon
  
   
Title:
VP and Treasurer
  

 
 
 
BANK OF AMERICA, N.A., as Lender
  
       
       
 
By:
/s/ Robert Scalzitti
  
   
Name:
Robert Scalzitti
  
   
Title:
Senior Vice President
  




 
 
 
 
 
 
 
 
 
Amendment to Loan and Security Agreement