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): January 27, 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 No.)

1133 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 704-2400

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 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Mr. Bryan Berndt and Volt Information Sciences, Inc. (the “Company”) mutually agreed to terminate his employment as the Company’s Controller and Chief Accounting Officer, for personal reasons. His separation became effective on January 27, 2017. Mr. Berndt’s departure is not related to any disagreement with the Company’s accounting, operating policies or practices.

(c) Effective January 27, 2017, Mr. Leonard Naujokas, who currently serves as the Company’s Vice President and Assistant Corporate Controller, assumed the position of Interim Controller and Chief Accounting Officer while the Company conducts a search to assess internal and external candidates for the position of Controller and Chief Accounting Officer.

Prior to his appointment as Interim Controller and Chief Accounting Officer, Mr. Naujokas, age 45, served since August 2012 as the Company’s Vice President and Assistant Corporate Controller. He has seventeen years of experience leading accounting functions. Before joining the Company, Mr. Naujokas served as Senior Director of SEC Reporting/Technical Accounting for Monster Worldwide, LLC from January 2011 to August 2012. From November 2003 through December 2010, Mr. Naujokas worked at Motorola, Inc., during which time it acquired Symbol Technologies, Inc. At Motorola, his responsibilities increased over the course of his tenure until he served as its Director of Accounting, Controller Enterprise Solutions Business. There are no reportable family relationships or related person transactions involving the Company and Mr. Naujokas. No material plan, contract, or arrangement was entered into or materially amended in connection with Mr. Naujokas’ appointment as Interim Controller and Chief Accounting Officer, and there was no grant or award to Mr. Naujokas or modification thereto under any such plan, contract, or arrangement in connection with such appointment.

(e) In connection with the Company’s ongoing review of its existing executive compensation arrangements, Michael D. Dean, the Company’s President and Chief Executive Officer, agreed to amend his employment agreement (the “Employment Agreement”) effective as of January 27, 2017 (the “First Amendment”). The First Amendment provides for the deletion from the definition of “Good Reason” contained in the Employment Agreement the Company’s failure to provide Mr. Dean with annual long-term incentives at a target value of $1.6 million as a basis upon which Mr. Dean can terminate his employment with the Company and receive severance benefits.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment, dated January 27, 2017, to the Employment Agreement between the Company and Michael D. Dean dated October 19, 2015.

SIGNATURES

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: January 30, 2017	By:	/s/ Nancy T. Avedissian
		Nancy T. Avedissian Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT (this “Amendment”) to the Employment Agreement (as defined below) is dated as of January 27, 2017 and is entered into between VOLT INFORMATION SCIENCES, INC., a New York corporation (the “Company”), and MICHAEL D. DEAN (the “Executive”).

WHEREAS, on October 19, 2015, the Company and the Executive entered into an employment agreement (the “Employment Agreement”);

WHEREAS, the parties desire to enter into this Amendment in order to amend a certain provision of the Employment Agreement; and

WHEREAS, such amended provision of the Employment Agreement shall become effective as of the date of this Amendment.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

1. The definition of “Good Reason” in Section 26(h) of the Employment Agreement is hereby amended such that the following subsection is deleted in its entirety and the remaining subsections are renumbered accordingly:

“(v) The Company’s failure to provide the Executive during any year of the Employment Term with long-term incentive compensation opportunity with a target value at grant of at least $1,600,000 (based on the valuation method used by the Company for financial reporting purposes) through a combination of stock option grants, restricted stock units or other equity-based awards, cash-based long-term plans or other components, and in such proportions and subject to such conditions, as may be determined by the Company from time to time in its sole discretion and in good faith;”

Except as specifically amended by this Amendment, the Employment Agreement shall remain in full force and effect in accordance with its terms.

[Signature page to follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

VOLT INFORMATION SCIENCES, INC.
By:	/s/ Nancy Avedissian
Name:	Nancy Avedissian
Title:	Senior Vice President, General Counsel & Corporate Secretary

EXECUTIVE:

/s/ Michael D. Dean

Michael D. Dean

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