Item 1.02. Termination of a Material Definitive Agreement.
Accounts Receivable Securitization Program Documents
On April 25, 2021, following the repayment of all amounts outstanding under the
LSA (as defined below), the following agreements were terminated: (i) the
Amended and Restated Receivables Loan and Security Agreement, dated as of
July 19, 2019 (as amended from time to time, the "LSA"), by and among Volt
Funding II, LLC ("VFII"), as borrower, the Company, 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 ("DZ
Bank"), as agent, and Autobahn Funding Company LLC and DZ Bank, as letter of
credit issuers, (ii) the Amended and Restated Receivables Purchase and Sale
Agreement, dated as of July 19, 2019 (as amended from time to time, the "US
PSA"), among Volt Management Corp. and P/S Partner Solutions, Ltd., as
originators, the Company and VFII, as buyer, (iii) the Receivables Purchase and
Sale Agreement, dated as of July 19, 2019 (as amended from time to time, the "UK
PSA"), among Volt Consulting Group Limited and Volt Europe Limited, as
originators, the Company and VFII, as buyer and (iv) the Amended and Restated
Limited Guaranty, dated as of July 19, 2019 (as amended from time to time the
"Limited Guaranty"), by the Company in favor of DZ Bank, as agent.
The LSA, US PSA, UK PSA and Limited Guaranty were previously entered into in
connection with the Company's restated accounts receivable securitization
program, as described in the Current Report on Form 8-K filed by the Company
with the SEC on July 24, 2019.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired as scheduled at one minute after 11:59
p.m. (12:00 midnight), New York City Time, on April 21, 2022 (the "Offer
Expiration Time"). Computershare Trust Company, N.A., in its capacity as
depositary and paying agent for the Offer (the "Depositary and Paying Agent"),
has advised the Company, Parent and Merger Sub that, as of the Offer Expiration
Time, 19,423,599 Shares had been validly tendered and not withdrawn in the
Offer. Such tendered Shares represented approximately 87.89% of the outstanding
Shares at such time. In addition, 247,814 Shares were tendered through notices
of guaranteed delivery in the form accompanying the Offer ("Notices of
Guaranteed Delivery") with respect to Shares that had not been delivered in
settlement or satisfaction of such guarantees, representing approximately 1.12%
of the outstanding Shares at such time. The number of Shares tendered satisfied
the Minimum Tender Condition (as defined in the Merger Agreement). As the
Minimum Tender Condition and each of the other conditions of the Offer were
satisfied, on April 22, 2022, Merger Sub accepted for payment all Shares that
were validly tendered and not validly withdrawn pursuant to the Offer.
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Pursuant to the Merger Agreement, on April 22, 2022, Merger Sub exercised its
option (the "Top-Up Option") to purchase from the Company 22,696,780 newly
issued Shares (the "Top-Up Option Shares") at a purchase price of $6.00 per
Share. The Top-Up Option Shares, when added to the Shares owned by Parent and
Merger Sub at the time of the exercise of the Top-Up Option, represented one
Share more than 90% of the Shares outstanding on a fully diluted basis
immediately after the issuance of the Top-Up Option Shares.
On April 25, 2022 (the "Closing Date"), pursuant to the terms of the Merger
Agreement and in accordance with Section 905 of the Business Corporation Law of
the State of New York (the "NYBCL"), Parent and Merger Sub effected a "short
form" merger pursuant to which Merger Sub merged with and into the Company, with
the Company surviving such Merger (the "Merger"). Upon completion of the Merger,
the Company became a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each issued and outstanding Share (other than Shares owned
directly or indirectly by the Company, Parent or Merger Sub) was converted into
the right to receive the Offer Price, in cash, without interest and subject to
any withholding of tax in accordance with the terms of the Merger Agreement. The
effect of the Merger on Company stock options and other equity-based awards is
described in "Item 3-(a) Arrangements with Current Executive Officers, Directors
and Affiliates of the Company-Treatment of Shares, Stock Options, Restricted
Stock Units, and Performance Stock Units in Connection with the Offer and
Merger" of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed with the SEC on March 25, 2022, as amended on April 5, 2022, April 11,
2022, April 12, 2022 and April 22, 2022, which description is incorporated
herein by reference.
The foregoing summary description of the Merger Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger, Parent
and the Company (i) notified the New York Stock Exchange (the "NYSE") that the
Merger had been consummated pursuant to its terms, and (ii) requested that the
NYSE (x) suspend trading of the Shares effective April 26, 2022 and (y) file
with the SEC a Form 25 Notification of Removal from Listing and/or Registration
to delist and deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"). The Company intends to file with the
SEC a certification on Form 15 under the Exchange Act, requesting the
deregistration of the Shares and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to Merger Sub's exercise of the Top-Up Option, the Company issued
22,696,780 Shares (the "Top-Up Option Shares") to Merger Sub for an aggregate
purchase price of $136,180,680.00, representing a purchase price of $6.00 per
Share. Merger Sub paid the purchase price for the Top-Up Option Shares in full
by (i) delivery to the Company of $2,269,678.00 in cash and (ii) execution and
delivery to the Company of a promissory note in the principal amount of
$133,911,002.00 having terms as set forth in the Merger Agreement. The Top-Up
Option Shares, when added to the Shares owned by Parent and Merger Sub at the
time of the exercise of the Top-Up Option, represented one Share more than 90%
of the Shares outstanding on a fully diluted basis immediately after the
issuance of the Top-Up Option Shares. The Top-Up Option Shares were issued as a
private placement pursuant to an exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended.
The information contained in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.02.
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note, Item 2.01, Item 3.01,
Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of Merger Sub's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer and the
consummation of the Merger pursuant to Section 905 of the NYBCL on the Closing
Date, a change in control of the Company occurred, and the Company now is a
wholly owned subsidiary of Parent. The information set forth under the
Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Effective at the Effective Time, each of Celia R. Brown, Nick S. Cyprus, Bruce
G. Goodman, William J. Grubbs, Linda Perneau and Arnold Ursaner has resigned
from his or her respective position as a member of the Company's board of
directors (the "Board") and, as applicable, any committee thereof. Also
effective at the Effective Time, (i) the Company's Interim Chief Financial
Officer, Paul Tomkins, ceased providing services to the Company; (ii) the
employment of each of Herb Mueller, who served as the Senior Vice President &
Chief Financial Officer from August 14, 2019 to February 4, 2022, and Leonard
Naujokas, the Company's Controller, Chief Accounting Officer and Treasurer,
ceased.
Following the closing of the Merger, Rajiv Sardana, Nita Sardana and Sanjeev
Sardana were appointed as the members of the Board.
Information about Rajiv Sardana, Nita Sardana and Sanjeev Sardana is contained
in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO,
originally filed with the SEC on March 25, 2022, which information is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Company's certificate of incorporation and bylaws
were amended and restated in their entirety. Copies of the Company's amended and
restated certificate of incorporation and the Company's amended and restated
bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which
are incorporated herein by reference.
Item 8.01. Other Events.
On April 25, 2022, the Company issued a joint press release relating to
consummation of the Merger. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. 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. (incorporated by reference to Exhibit 2.1 to the Form
8-K filed with the SEC by Volt Information Sciences Inc. on March 14,
2022).
3.1 Amended and Restated Certificate of Incorporation of Volt
Information Sciences, Inc.
3.2 Amended and Restated By-Laws of Volt Information Sciences, Inc.
99.1 Joint Press Release, dated as of April 25, 2022.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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