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): October 2, 2020

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)

 

2401 N. Glassell Street, Orange, California 92865
(Address of principal executive offices) (Zip Code)

 

(714) 921-8800

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.10 VOLT NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

   

 

Item1.01      Entry into a Material Definitive Agreement

 

On July 19, 2019, Volt Funding II, LLC, a wholly-owned special purpose subsidiary (the “Borrower”) of Volt Information Sciences, Inc. (the “Company”), entered into an amended and restated accounts receivable securitization program with certain lenders, letter of credit participants and letter of credit issuers and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch (“DZ Bank”), as agent. The restated securitization program was previously described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 24, 2019 (as amended, the “DZ Financing Program”).

 

On October 2, 2020, in order to allow for additional financial flexibility in the future, the Borrower, the Company and DZ Bank entered into Amendment No. 4 to the DZ Financing Program (the “Amendment”) to revise the DZ Financing Program’s existing Tangible Net Worth (“TNW”) covenant requirement to a minimum TNW of $20 million through the Company’s fiscal quarter ending on or about July 31, 2021, $25 million through the Company’s fiscal quarter ending on or about October 31, 2021 and at least $40 million in each quarter thereafter. All other substantive terms and conditions of the DZ Financing Program remain unchanged.

 

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

 

Item 9.01      Financial Statements and Exhibits.

 

(d)     Exhibits

 

  Exhibit No. Description
     
  10.1* Amended and Restated Receivables Loan and Security Agreement, dated as of October 2, 2020, by and among Volt Funding II, LLC, as borrower, Volt Information Sciences, Inc., as servicer, the lenders and letter of credit participants party thereto from time to time, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as agent, and Autobahn Funding Company LLC and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as letter of credit issuers.

 

* Certain portions of this exhibit have been redacted to preserve confidentiality. The registrant hereby undertakes to provide further information regarding such redacted information to the Commission upon request.

 

 

 

   

 

 

 

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:     October 7, 2020 By: /s/ Nancy Avedissian
       
    Nancy Avedissian
Senior Vice President, Chief Legal Officer and
Corporate Secretary