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): November 7, 2018

 

 

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.)

50 Charles Lindbergh Blvd, Uniondale, New York 11553

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 228-6700

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))

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  ☐

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.  ☐

 

 

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 7, 2018, Linda Perneau, interim President and Chief Executive Officer of Volt Information Sciences, Inc. (the “Company”), was appointed President and Chief Executive Officer of the Company. Ms. Perneau was also appointed by the Company’s Board of Directors to serve as a director of the Company.

Ms. Perneau, age 53, joined the Company in February 2018 as an executive advisor to the Company’s international business, and transitioned to the role of President of Volt Workforce Solutions in May 2018. On June 6, 2018, Ms. Perneau was appointed interim President and Chief Executive Officer of the Company. Prior to joining the Company, Ms. Perneau held a number of senior-level positions in the General Staffing Division of Randstad US, most recently as its Co-President. She previously served as that division’s Chief Operating Officer from July 2015 to January 2017, as a Division President from April 2012 to July 2015, and as an Executive Vice President from December 2011 to April 2012. Ms. Perneau’s experience in the staffing industry also includes serving as Executive Vice President at SFN Group (Spherion), Senior Vice President (Southeast Division) at Adecco, and Area Manager-West Region for Kelly Services.

In connection with her appointment as President and Chief Executive Officer, Ms. Perneau’s annual base salary was increased to $650,000 and her target annual bonus opportunity will be 100% of her annual base salary. Ms. Perneau will not receive any additional compensation in connection with her role as a director of the Company.

Ms. Perneau does not have any family relationships with any of the Company’s directors or executive officers and has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Perneau and any other person pursuant to which she was appointed to the role of director or President and Chief Executive Officer.

Item 8.01. Other Events.

On November 8, 2018, the Company issued a press release stating that its Board of Directors had concluded its previously announced evaluation of strategic alternatives. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

The information in this report is being furnished, not filed. Accordingly, the information in this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by Volt Information Sciences, Inc. dated November 8, 2018.

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:     November 8, 2018				By:		/s/ Nancy Avedissian
						Nancy Avedissian
						Senior Vice President, General Counsel & Corporate Secretary

Exhibit 99.1

 

Volt Information Sciences Concludes Strategic Alternatives Process and

Appoints Linda Perneau to the Board of Directors and as President and CEO

NEW YORK, November 8, 2018 – Volt Information Sciences, Inc. (NYSE-AMERICAN: VISI) (the “Company”) announced today that its Board of Directors (the “Board”) has concluded its previously announced evaluation of strategic alternatives. This formal review was deliberate and comprehensive in its evaluation of potential alternatives, including a sale of the Company. Over the course of the review process, the Company engaged with a broad range of strategic industry players and private equity investors. After careful consideration of the results of the process, the available alternatives, and the Company’s go-forward business strategy, the Board unanimously determined that executing on the Company’s strategic plan is in the best interests of shareholders.

In addition, the Company announced today that the Board appointed Linda Perneau to serve as a member of the Board, and as the Company’s President and Chief Executive Officer, effective November 7, 2018. Ms. Perneau has been serving as the Company’s Interim President and Chief Executive Officer since June 6, 2018.

Nick Cyprus, Chairman of the Board, said, “After an extensive review of the strategic alternatives available to the Company, including the several bids to acquire the Company that were received, we have unanimously determined that executing our business plan as an independent company is the best path forward to maximize value for Volt’s shareholders. Under the leadership of Linda Perneau, now our President and CEO, the Board is confident in the Company’s ability to improve its market share and drive profitable growth.”

Ms. Perneau commented, “I am pleased to see our revenue generation efforts beginning to gain traction. Volt is now well-positioned to return to top-line growth, margin improvement, and driving better operating income levels. Our new leadership team is committed to elevating our financial & operational performance, embracing organizational change and executing on our strategic priorities and well-defined plan to drive profitable growth. We are convinced that the positive trends we are now seeing will continue as we concentrate all of our attention on building a successful 2019 for the Company and its stakeholders. I look forward to providing a more detailed update on our progress when we report our fourth quarter 2018 results in early January.”

Notwithstanding the formal termination of the strategic alternatives process, the Board remains committed to maximizing shareholder value and will consider opportunities to enhance value that may present themselves in the future.

About Volt Information Sciences, Inc.

Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involve managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specialize in serving as an extension of our customers’ consumer relationships and processes including collaborating with customers, from help desk inquiries to advanced technical support. Our complementary businesses offer customer care call centers, customized talent, and supplier management solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation, and utilities. For more information, visit www.volt.com.

Forward-Looking Statements

This press release contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements, and include statements regarding anticipated charges and restructuring costs and the timing of these measures. These forward-looking statements are subject to risks, uncertainties, assumptions and changes in circumstances that may cause the estimated future impact of these charges and restructuring costs to differ materially from the forward-looking statements. These risks include the Company’s ability to successfully execute its restructuring plan, higher than anticipated costs in implementing the restructuring plan, management distraction from ongoing business activities, and workforce attrition beyond planned reductions. Additional information regarding other factors that could cause the Company’s results to differ can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2017, and the Company’s subsequent filings with the U.S. Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q. The forward-looking statements contained in this disclosure reflects the Company’s views and assumptions only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which this disclosure is made or to reflect the occurrence of unanticipated events.

Investor Contacts:

Volt Information Sciences, Inc.

[email protected]

Lasse Glassen

Addo Investor Relations

[email protected]

310-829-5400