UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 2005
VOLT INFORMATION SCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York 1-9232 13-5658129
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
560 Lexington Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 704-2400
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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.
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Effective April 14, 2005, Volt Information Sciences, Inc. (the "Company")
amended its expiring 364-day $30.0 million secured, syndicated, revolving credit
agreement ("Credit Agreement") to, among other things, extend the term for 3
years and increase the credit facility ("Credit Facility") established under the
Credit Agreement to $40.0 million. JPMorgan Chase Bank, N.A., continues as the
administrative agent and arranger for the Credit Facility, and as a lender
thereunder. The other three lenders under the expiring credit facility, Mellon
Bank, N.A., Wells Fargo Bank, N.A. and Lloyd TSB Bank Plc, also continue as
lenders under the Credit Facility. In addition, Bank of America, N.A. (through
its affiliate, Fleet National Bank), has been added as a lender under the Credit
Facility.
The Credit Facility permits U. S. Dollar, British Pound Sterling and Euro
borrowing by the Company and by designated subsidiaries. Also unchanged, up to
$15.0 million may be used for letters of credit issued for the account of the
Company and borrowings by subsidiaries are limited to $25.0 million in the
aggregate. As amended, in lieu of the previous borrowing base formulation, the
Credit Agreement now only requires the maintenance of specified accounts
receivable collateral in excess of any outstanding borrowings.
Similar to the expiring facility, borrowings under the Credit Facility are to
bear interest at various rate options selected by the Company at the time of
each borrowing. Certain rate options, together with a facility fee, are based on
a leverage ratio, as defined, and are also dependent upon the debt rating of the
Credit Facility. However, facility fees were reduced and the loan pricing
formula was improved under the amendment. At April 14, 2004, no borrowings or
letters of credit were outstanding under the Credit Facility. If any borrowings
had been made on such date, the interest rate thereon would have been
approximately 3.75% per annum for a 30 day U.S. Dollar borrowing. At April 14,
2005, the facility fee under the Credit Facility was 0.25% per annum.
The Credit Agreement provides for the maintenance of various financial ratios
and covenants, and imposes limitations on, among other things, the incurrence of
additional indebtedness, the incurrence of additional liens, sales of assets,
the level of annual capital expenditures, and the amount of investments and
loans that may be made by the Company and its subsidiaries. All of these
restrictions are unchanged from the expiring agreement and at April 14, 2005,
the Company was in compliance with all covenants in the Credit Agreement.
Five subsidiaries of the Company remain guarantors of all loans made to the
Company or to subsidiary borrowers under the Credit Facility. Except as noted
above, terms and conditions are substantially unchanged from the expiring
facility.
On April 14, 2005, the Company issued a press release reporting that it had
amended the Credit Agreement as described above and amended the Receivables
Purchase Agreement as described in the Form 8-K filed by the Company on April
14, 2005.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
99.1 Second Amended and Restated Credit Agreement, dated as of April
11, 2005, among Volt Information Sciences, Inc. and Gatton Volt
Consulting Group Limited, as borrowers, DataNational, Inc., Volt
Directories S.A., Ltd., Volt Telecommunications Group, Inc.,
DataNational of Georgia, Inc. and VMC Consulting Corporation, as
guarantors, the lenders party thereto, and JPMorgan Chase Bank,
as administrative agent.
99.2 Volt Information Sciences, Inc. Press Release dated April 14,
2005.
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 19, 2005 By: /s/ Ludwig M. Guarino
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Ludwig M. Guarino, Treasurer
EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Second Amended and Restated Credit Agreement, dated as of April
11, 2005, among Volt Information Sciences, Inc. and Gatton Volt
Consulting Group Limited, as borrowers, DataNational, Inc., Volt
Directories S.A., Ltd., Volt Telecommunications Group, Inc.,
DataNational of Georgia, Inc. and VMC Consulting Corporation, as
guarantors, the lenders party thereto, and JPMorgan Chase Bank,
as administrative agent.
99.2 Volt Information Sciences, Inc. Press Release dated April 14,
2005.