As filed with the Securities and Exchange Commission on March 13, 2015.

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.)

1065 Avenue of the Americas
New York, NY 10018
(Address of principal executive offices, including zip code)
       
Volt Information Sciences, Inc. 2006 Incentive Stock Plan
 
(Full title of the plan)
                                                                              
 
Sharon H. Stern, Esq.
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
(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)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, par value $0.10 per share
1,500,000
$ 10.77
$ 16,155,000
$ 1,877.22

(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. 2006 Incentive Stock 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)
With respect to  782,284 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 (weighted average exercise price of $9.06).  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 March 9 , 2015,which was $12.62.
 
 
 
 
 
 
 
 
 
 
 
 
2
 
                 
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.
              
 
3
 
                
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:
 
(a) the Registrant’s Annual Report on Form 10-K for the year ended November 2, 2014, as amended by the Registrant’s Report on Form 10-K/A filed with the Commission on March 2, 2015;

(b) the Registrant’s Quarterly Report on Form 10-Q for the period ended February 1, 2015 filed with the Commission on March 13, 2015;
 
(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on November 3, 2014, December 5, 2014, December 15, 2014, January 15, 2015, January 16, 2015, January 22, 2015, and February 23, 2015; and
 
(d) 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 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.
             
 
4
 
           
The registrant’s 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 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.
      
 
5
 
        
Item 7.
Exemption from Registration Claimed.
 
 
Not applicable.
 
Item 8.
Exhibits.
 
 
See attached Exhibit list.
 
Item 9.
Undertakings.
 
(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.
             
 
6
 
           
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 New York, State of New York, on this 13th day of March, 2015.
               
  VOLT INFORMATION SCIENCES, INC.
(Registrant)
 
         
         
  By: /s/ Ronald Kochman  
    Name: Ronald Kochman  
    Title: President and Chief Executive Officer  
         
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Ronald Kochman, Sharon H. Stern and James Whitney, 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 13 th day of March, 2015.
 
Signature
 
Title
     
     
/s/ Ronald Kochman  
President, Chief Executive Officer and Director
Ronald Kochman
   
     
/s/ James Whitney  
Senior Vice President and Chief Financial Officer
James Whitney
 
(Principal Financial Officer and Principal Accounting Officer)
     
/s/ Lloyd Frank  
Director
Lloyd Frank
   
     
/s/ Bruce G. Goodman  
Director
Bruce G. Goodman
   
           
 
7
 
              
     
/s/ Theresa A. Havell  
Director
Theresa A. Havell
   
     
/s/ Mark N. Kaplan  
Director
Mark N. Kaplan
   
     
/s/ Deborah Shaw  
Director
Deborah Shaw
   
     
   
Executive Vice President and Director
Jerome Shaw
   
     
   
Director
William H. Turner
   
 
 
 
 
 
 
 
 
 
 

 
 
8
 
          
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. 2006 Incentive Stock Plan  (incorporated by reference to Exhibit A to the Company’s Proxy Statement filed February 27, 2007; 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
Bylaws of Volt Information Sciences, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 11, 2009; File No. 001-09232).
 
 
5 *
Opinion of Shearman & Sterling LLP regarding the validity of the securities being registered.
 
 
23.1 *
Consent of Shearman & Sterling LLP (included in Exhibit 5).
 
 
23.2 *
Consent of Ernst & Young LLP.
 
 
24 *
Powers of Attorney (included on signature page).
 
 
 
 
 
 
 
 
 
 
 

*
Filed herewith.
 
 
 
 
9
 
EXHIBIT 5



 
March 13, 2015

 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, NY 10018
   
Ladies and Gentlemen:
   
We are acting as counsel for Volt Information Sciences, Inc., a New York corporation (the “ Company ”), in connection with preparation and filing by the Company of a registration statement on Form S-8 (the  “ Registration Statement ”) with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to 1,500,000 shares of common stock, par value $0.10, of the Company (the  “ Shares ”) that may be delivered from time to time pursuant to the Volt Information Sciences 2006 Incentive Stock Plan (the “ Plan ”).
 
In connection with the foregoing, we have reviewed originals or copies identified to our satisfaction of the following documents:
 
 
(a)
The Registration Statement;
 
 
(b)
The certificate of incorporation and by-laws of the Company, in each case as amended to date; and
 
 
(c)
Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.
 
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies.
 
Our opinion set forth below is based on the text of the Plan as referenced in the Exhibit Index to the Registration Statement.
 
Our opinion expressed below is limited to the Business Corporation Law of the State of New York, and we do not express any opinion herein concerning any other law.
 
Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized but not previously issued Shares which may be delivered under the Plan have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
      
 
1
 
         
This opinion letter speaks only as of the date hereof.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations of the Commission promulgated thereunder.
 
This opinion is rendered to you in connection with the above matter.  This opinion may not be relied upon by you for any other purpose without our prior written consent.
 
Very truly yours,

/s/ Shearman & Sterling LLP

Shearman & Sterling LLP

LER/JJC/GS/DL

 
 
 
 
 
 
 
 
 
 
 
 
 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 No. 333-00000) pertaining to the Volt Information Sciences, Inc. 2006 Incentive Stock Plan of our reports dated January 20, 2015, 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 2, 2014 filed with the Securities and Exchange Commission.
  
  
/s/ Ernst & Young LLP  
   
Ernst & Young LLP
 
New York, New York
 
March 13, 2015
 
 
 
 
 
 
 
 
 
 
 
1