Item 1.01. Entry into a Material Definitive Agreement.

On March 12, 2022, Volt Information Sciences, Inc., a New York corporation (the "Company" or "Volt"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), among Vega Consulting, Inc., a Delaware corporation ("Parent"), Vega MergerCo, Inc., a New York corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and the Company.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the "Offer") to acquire any and all of the issued and outstanding shares (the "Shares") of common stock, par value $0.10 per share, of the Company, at a price of $6.00 per Share (the "Offer Price"), net to the seller of such Shares in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement.

The Offer will initially remain open for twenty (20) business days from the date on which Merger Sub commences the Offer, subject to possible extensions on the terms set forth in the Merger Agreement.

The obligation of Merger Sub to consummate the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, considered together with any Shares then-owned by Parent and its affiliates, equals at least two-thirds (2/3) of the sum of (A) Shares then issued and outstanding and (B) the aggregate number of Shares issuable to the holders of Company options from which the Company or its Representatives have received notices of exercise prior to the Offer Expiration Time (and as to which Shares have not yet been issued to such exercising holder of Company Options) (the "Minimum Tender Condition"), (ii) there being no governmental order or law in effect making the Offer, the Top-Up Option (as defined below) or issuance of Shares thereunder, the Merger or the other transactions contemplated by the Merger Agreement, illegal, or otherwise restraining or prohibiting the consummation thereof, (iii) the waiting period (and any extensions thereof) applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), having expired or terminated, and any other required regulatory approvals having been obtained, (iv) the No-Shop Period State Date (as defined below) having occurred, and (v) other customary conditions set forth in Exhibit A to the Merger Agreement.

If Merger Sub achieves an ownership of 90% or greater of the outstanding Shares through the Offer and, if applicable, any exercise of the Top-Up Option described below, Merger Sub has agreed that it will then effect the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned Subsidiary of Parent in accordance with the "short-form" merger procedures under the applicable provisions of the Business Corporation Law of the State of New York (the "NYBCL"), and each Share (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will thereupon be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, on the terms and subject to the conditions set forth in the Merger Agreement.

In the Merger Agreement, the Company granted to Merger Sub an irrevocable option (the "Top-Up Option"), on the terms and subject to the conditions in the Merger Agreement (including the Minimum Tender Condition), to purchase from the Company at the Offer Price, a number of newly issued Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries immediately prior to the exercise of the Top-Up Option, would constitute one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a fully-diluted basis. The Top-Up Option is only exercisable once in whole and not in part at any time following the date on which Merger Sub accepts for payment and pays for Shares pursuant to the Offer until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms. The Top-Up Option was granted and the Top-Up Shares, if any, will be issued pursuant to an applicable exemption from the registration requirements under the Securities Act of 1933, as amended.

At the effective time of the Merger (the "Effective Time"), each option to purchase Shares that is outstanding and unexercised immediately prior to the Effective Time shall become fully vested and be converted into the right to receive an amount in cash equal to (i) the excess of the Offer Price over the exercise price for such option multiplied by (ii) the number of shares of Common Stock subject to such option.

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At the Effective Time, (i) each outstanding restricted stock unit that is outstanding immediately prior to the Effective Time that is not subject to performance-based vesting conditions shall become fully vested and be converted into the right to receive an amount in cash equal to the Offer Price and (ii) each outstanding restricted stock unit that is outstanding immediately prior to the Effective Time that is subject to performance-based vesting conditions shall become fully vested (with performance conditions being deemed to be achieved based on actual performance (with respect to performance periods ending prior to the Effective Time) or target performance (with respect to performance periods ending after the Effective Time) and be converted into the right to receive an amount in cash equal to the Offer Price. . . .

Item 3.02. Unregistered Sale of Equity Securities.

The disclosures contained under Item 1.01 relating to the Top-Up option are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal


           Year.

On March 12, 2022, the Company Board approved an amendment (the "Bylaw Amendment") to the Company's amended and restated bylaws (the "Bylaws") to provide that, unless the Company consents in writing to the selection of an alternative forum, the state and federal courts located in the state of New York shall be the sole and exclusive forum, to the fullest extent permitted by Law, for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the NYBCL, the Company's certificate of incorporation (the "Certificate"), or the Bylaws, (d) any action to interpret, apply, enforce or determine the validity of the Certificate, or the Bylaws, or (e) any action asserting a claim governed by the internal affairs doctrine. The Bylaw Amendment was effective upon adoption.

Item 8.01. Other Events.

On March 14, 2022, the Company and Parent issued a joint press release announcing their entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Important Information

The tender offer for the outstanding shares of Volt common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Volt common stock. The solicitation and offer to buy shares of Volt common stock will only be made pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the U.S. Securities and Exchange Commission (the "SEC"). At the time the tender offer is commenced, Parent and Merger Sub will file a tender offer statement on Schedule TO with the SEC, and Volt will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. VOLT STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Volt's stockholders free of charge. Stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC's web site at www.sec.gov, or by contacting Nancy Avedissian by telephone at (714) 921-8800 or on Volt's website at www.Volt.com.

Forward-Looking Statements

This document includes forward-looking statements which reflect management's current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters. The words "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "future", "guidance", "imply", "intend", "may", "outlook", "plan", "potential", "predict", "project", and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the tender offer and the merger; uncertainty surrounding how many of Volt's stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading "Risk Factors" in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the SEC and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.       Exhibit

2.1*                Agreement and Plan of Merger, dated as of March 12, 2022, by
                  and among Vega Consulting, Inc., Vega MergerCo, Inc., and Volt
                  Information Sciences, Inc.

3.1                 Amendment No. 2 to Amended and Restated Bylaws of Volt
                  Information Sciences, effective as of March 12, 2022.

99.1                Joint Press Release, dated as of March 14, 2022.

99.2                Form of Tender and Support Agreement.

104               The cover page from this Current Report on Form 8-K, formatted in
                  Inline XBRL.



*   Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company
    agrees to furnish a supplemental copy of any omitted schedule to the SEC upon
    request.

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