S-8

As filed with the Securities and Exchange Commission on June 9, 2016

Registration No. 333-           

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VOLT INFORMATION SCIENCES, INC.

(Exact name of registrant as specified in its charter)

New York	13-5658129
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1133 Avenue of the Americas, 15th Floor

New York, NY 10036

(Address of principal executive offices, including zip code)

Volt Information Sciences, Inc. 2015 Equity Incentive Plan

(Full title of the plan)

Sharon H. Stern, Esq.

Volt Information Sciences, Inc.

1133 Avenue of the Americas, 15th Floor

New York, NY 10036

(212) 704-2400

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.10 per share	3,000,000	$	6.54	$	19,607,716	$	1,974.50

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers an indeterminate amount of additional shares of Common Stock, par value $0.10 per share (the “Common Stock”) of Volt Information Sciences, Inc. (the “Registrant”) that may be offered or delivered under the Volt Information Sciences, Inc. 2015 Equity Incentive Plan (the “Plan”) to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction. No additional registration fee is included for these shares.

(2) The Plan authorizes the issuance of up to a maximum of 3,000,000 shares of Common Stock.

(3)   With respect to 182,050 shares of Common Stock subject to outstanding stock options or the rights, the offering price per share is based on the per share exercise price of the stock options or other rights (exercise price of $8.33 for stock options granted under the Plan). With respect to the remaining shares of Common Stock covered by this Registration Statement, the offering price per share is estimated pursuant to Rule 457(h) under the Securities Act solely for purposes of calculating the amount of the registration fee based upon the average of the high and low prices reported for the shares of Common Stock on the New York Stock Exchange on June 8, 2016, which was $6.42.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.*

Item 2.Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8.  Pursuant to Rule 428(b)(1) under the Securities Act, the documents containing the information specified in Part I of Form S-8 will be sent or given to each participant in the Plan.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II below, taken together, constitute the Section 10(a) prospectus.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated as of their respective dates in this Registration Statement by reference (except any portions of such filings deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement):

(a) the Registrant’s Annual Report on Form 10-K for the year ended November 1, 2015 filed with the Commission on January 14, 2016;

(b) the Registrant’s Quarterly Report on Form 10-Q for the period ended January 31, 2016 filed with the Commission on March 10, 2016;

(c)  the Registrant’s Quarterly Report on Form 10-Q for the period ended May 1, 2016 filed with the Commission on June 8, 2016;

(d) the Registrant’s Current Reports on Form 8-K filed with the Commission on November 4, 2015, November 13, 2015, January 11, 2016, January 13, 2016, February 23, 2016, March 1, 2016, March 8, 2016 and March 9, 2016;

(e) the Registrant’s Definitive Proxy Statement, as filed with the Commission on February 29, 2016; and

(f) the description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A, as filed with the Commission on August 22, 2014, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all of the Common Stock offered hereby has been sold, or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not Applicable.

Item 5.Interests of Named Experts and Counsel.

Not Applicable.

Item 6.Indemnification of Directors and Officers.

The New York Business Corporation Law (“NYBCL”) in general permits a New York corporation to indemnify any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that he or she was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against any judgment, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith, for a purpose he or she reasonably believed to be in, or, in the case of service for another entity, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition had no reasonable cause to believe that his or her conduct was unlawful. The NYBCL generally permits a corporation to grant other rights to indemnification through its certificate of incorporation or by-laws, or by resolution of shareholders or directors or by agreement to corporate officers and directors except in instances where a judgment or other final adjudication adverse to the officer or director establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) the officer or director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

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The Registrant’s Restated Certificate of Incorporation (as amended by that certain Certificate of Amendment dated April 10, 2007 and as further amended by that certain Certificate of Amendment dated May 11, 2015, the “Restated Certificate of Incorporation”) permits the Registrant to indemnify any officer, director or other person to the fullest extent from time to time permitted by law, and provides that, to the extent consistent therewith, the Registrant shall indemnify or advance expenses to any officer, director or other person to the fullest extent required by or pursuant to any present or future by-law of the Registrant, agreement approved by the Board of Directors, or resolution of shareholders or directors.

In general, the Registrant’s Amended and Restated By-Laws (as amended through October 30, 2015, the “By-laws”) provide that the Registrant shall indemnify each corporate officer and director (as well as any person serving another entity, trust or employee benefit plan in any capacity at the Registrant’s request) against judgments, fines, amounts paid in settlement and reasonable expenses incurred in connection with the defense or as a result of any threatened, pending or completed action, suit or proceeding (including civil, criminal, administrative or investigative and actions by or in the right of the Registrant or other entity, trust or employee benefit plan) to which the person seeking indemnification is made or threatened to be made a party by virtue of serving in any of those capacities, except in instances where the NYBCL prohibits indemnification.

In addition, the Registrant’s Restated Certificate of Incorporation provides that directors shall not be liable to the Registrant or its shareholders for damages for any breach of duty as a director, except for liability a director may have for any act or omission prior to the effectiveness of the Restated Certificate of Incorporation or if a judgment or other final adjudication adverse to the director establishes that: (i) the director’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law; (ii) the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled; or (iii) the director’s acts violated NYBCL Section 719 (which imposes liability on transactions when contrary to NYBCL provisions). This provision also provides that if the Registrant may by law be permitted to further eliminate or limit the personal liability of directors, then the liability of a director shall, at such time, automatically be further eliminated or limited to the fullest extent permitted by law.

As permitted by the Registrant’s By-Laws, the Registrant has entered or will enter into indemnification agreements with each of its directors and executive officers. These agreements generally require the Registrant to indemnify its directors and executive officers against all expenses (including attorney’s fees) actually and reasonably incurred by such directors and executive officers in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, arbitrative, investigative or other), whether instituted by or in the right of the Registrant or any other person, or any inquiry or investigation, whether instituted by the Registrant or any other person in which such person is or was a party or is threatened to be made a party or in good faith believes might lead to the institution of any such action, suit or proceeding, by reason of the fact that such person is or was a director, officer, employee or agent of the Registrant (or any subsidiary of the Registrant), or is or was serving at the request of the Registrant as a director, officer, employee, member, manager, trustee, agent or fiduciary (or in any other capacity) of another enterprise (a “Claim”); provided, however, that no indemnification is permitted if a judgment or other final adjudication adverse to such directors or executive officers establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled unless and only to the extent that the court in which such Claim was brought, or, if no action was brought, any court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he or she is fairly and reasonably entitled to indemnity and the amount of the indemnifiable losses which the court shall deem proper.

As permitted by New York law, the Registrant maintains certain insurance covering the Registrant’s obligation to indemnify directors and officers and also covering directors and officers individually, subject to certain limitations, in instances in which they may not otherwise be indemnified by the Registrant.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

See attached Exhibit list.

Item 9.Undertakings.

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(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liabilities under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of Orange, State of California, on this 9th day of June, 2016.

VOLT INFORMATION SCIENCES, INC. (Registrant)
By:	/s/ SHARON H. STERN
	Name:	Sharon H. Stern
	Title:	Senior Vice President — Legal Affairs

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Michael D. Dean, Paul Tomkins and Sharon H. Stern, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement (any of which amendments may make such changes and additions to this Registration Statement as such attorneys-in-fact may deem necessary or appropriate) and to file the same, with all exhibits thereto, and any other documents that may be required in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of Registrant and in the capacities indicated as of this 9th day of June, 2016.

Signature	Title
/s/ MICHAEL D. DEAN	President, Chief Executive Officer and Director
Michael D. Dean	(Principal Executive Officer)
/s/ PAUL TOMKINS	Senior Vice President and Chief Financial Officer
Paul Tomkins	(Principal Financial Officer)
/s/ BRYAN BERNDT	Controller and Chief Accounting Officer
Bryan Berndt	(Principal Accounting Officer)
/s/ JAMES E. BOONE	Director
James E. Boone
/s/ JOHN C. RUDOLF	Director
John C. Rudolf
/s/ DANA MESSINA	Director
Dana Messina
/s/ NICHOLAS S. CYPRUS	Director
Nicholas S. Cyprus
/s/ LAURIE SIEGEL	Director
Laurie Siegel
/s/ BRUCE G. GOODMAN	Director
Bruce G. Goodman

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EXHIBIT INDEX

Certain of the following exhibits, as indicated parenthetically, were previously filed as exhibits to reports filed by Volt Information Sciences, Inc. under the Exchange Act and are hereby incorporated by reference to such reports.

Number	Title of Exhibit
4.1	Volt Information Sciences, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement filed February 29, 2016; File No. 001-09232).
4.2	Restated Certificate of Incorporation of Volt Information Sciences, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed January 30, 1997; File No. 001-09232).
4.3	Certificate of Amendment to Certificate of Incorporation of Volt Information Sciences, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 11, 2007; File No. 001-09232).
4.4	Amended and Restated By-Laws of Volt Information Sciences, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed November 4, 2015; File No. 001-9232).
5.1*	Opinion of Sharon Stern, counsel to the Registrant, regarding the validity of the securities being registered.
23.1*	Consent of Sharon Stern (included in Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP.
24.1*	Powers of Attorney (included on signature page).

*                      Filed herewith.

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EX-5.1

Exhibit 5.1

June 9, 2016

Volt Information Sciences, Inc.

1133 Avenue of the Americas, 15th Floor

New York, New York 10036

Re:	Volt Information Sciences, Inc.
	2015 Equity Incentive Plan

Ladies and Gentlemen:

This letter is being delivered in connection with the Registration Statement on Form S-8 (the “Registration Statement”) which Volt Information Sciences, Inc., a New York corporation (the “Company”), proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration by the Company of up to 3,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), and options and rights to acquire Shares issuable under the Volt Information Sciences, Inc. 2015 Equity Incentive Plan (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Plan and (iii) such corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed. In such examination I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions I have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Shares, when issued by the Company in the manner provided pursuant to the Plan, and any relevant agreements thereunder, have been duly authorized and will be valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Plan, subject, as to enforcement (a) to bankruptcy, insolvency, reorganization, readjustment of debt, arrangement, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights generally, and (b) to general principles of equity, whether such enforcement is considered in a proceeding at equity or at law.

The foregoing opinion is limited to matters involving the law of the State of New York and the federal law of the United States.

I am furnishing this opinion letter to you solely in connection with the Registration Statement. You may not rely on this opinion letter in any other connection, and it may not be furnished to or relied upon by any other person for any purpose, without our specific prior written consent. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations thereunder.

Very truly yours,

/s/ Sharon H. Stern

Sharon H. Stern, SVP-Legal Affairs

Volt Information Sciences, Inc.

Counsel to the Company

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Volt Information Sciences, Inc. 2015 Equity Incentive Plan of our reports dated January 13, 2016, with respect to the consolidated financial statements of Volt Information Sciences, Inc. and the effectiveness of internal control over financial reporting of Volt Information Sciences, Inc. included in its Annual Report (Form 10-K) for the fiscal year ended November 1, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York

June 9, 2016