UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
----
/ X / Annual Report Pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934 for the Year Ended December 31, 2008
Or
----
/ / Transition Report Pursuant to Section 15(d) of the Securities
---- Exchange Act of 1934
For the transition period from ______________________ to _________________
Commission File No. 1-9232
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
Volt Information Sciences, Inc. Savings Plan
--------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and
address of its principal executive office:
Volt Information Sciences, Inc.
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1600 Stewart Ave, Suite 100
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Westbury, NY 11590
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VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN
FORM 11-K
TABLE OF CONTENTS
Page No.
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Report of Independent Registered Public Accounting Firm 2
(a) Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2008
and December 31, 2007 3
Statements of Changes in Net Assets Available for Benefits -
For the years ended December 31, 2008 and December 31, 2007 4
Notes to Financial Statements 5
Supplemental Schedule:
Schedule of Assets (Held at End of Year) 14
Signature 15
(b) Exhibit:
Consent of Independent Registered Public Accounting Firm 16
Report of Independent Registered Public Accounting Firm
The Trustees of the Volt Information Sciences, Inc. Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2008 and
2007, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2008 and 2007, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2008, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Mitchell & Titus, LLP
New York, New York
June 25, 2009
2
Volt Information Sciences, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31
2008 2007
--------------------------------------
Assets
Cash $ 6,289 $ 20,375
Investments, at fair value:
Mutual funds 43,327,498 73,067,196
Volt Information Sciences, Inc. Common Stock Fund 4,942,724 13,301,977
Common/Collective trusts 26,375,621 25,345,117
Participant loans 2,546,496 3,335,055
--------------------------------------
Total investments 77,192,339 115,049,345
--------------------------------------
Contributions receivable:
From employer 1,483,869 1,314,113
From participants 173,549 205,201
--------------------------------------
Total contributions receivable 1,657,418 1,519,314
--------------------------------------
Interest and dividend receivable 72,256 34,269
--------------------------------------
Total assets 78,928,302 116,623,303
--------------------------------------
Adjustment from fair value to contract value for interest in
collective trusts relating to fully benefit-responsive
investment contracts 887,554 7,141
--------------------------------------
Net assets available for benefits $ 79,815,856 $ 116,630,444
======================================
See accompanying notes to financial statements.
3
Volt Information Sciences, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2008 2007
------------------------------------------
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 1,005,760 $ 4,347,806
Net depreciation in fair value of investments (37,729,551) (10,806,544)
------------------------------------------
Total investment loss (36,723,791) (6,458,738)
------------------------------------------
Contributions:
Participant 14,886,442 13,258,460
Employer 2,972,884 2,321,116
------------------------------------------
Total contributions 17,859,326 15,579,576
------------------------------------------
Total additions (net of investment losses) (18,864,465) 9,120,838
------------------------------------------
Deductions to net assets attributed to:
Benefits paid to participants 8,578,853 9,850,193
Transfers from plan 9,353,295 -
Other deductions 17,975 11,875
------------------------------------------
Total deductions 17,950,123 9,862,068
------------------------------------------
Net (decrease) (36,814,588) (741,230)
Net assets available for benefits at beginning of year 116,630,444 117,371,674
------------------------------------------
Net assets available for benefits at end of year $ 79,815,856 $ 116,630,444
==========================================
See accompanying notes to financial statements.
4
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements
December 31, 2008 and 2007
A. Plan Description
The Volt Information Sciences, Inc. Savings Plan (the "Plan"), as amended and
restated, was adopted by the Board of Directors of Volt Information Sciences,
Inc. ("Volt" or the "Company") on September 29, 1980. It is a defined
contribution savings plan in which eligible employees of the Company can
participate. The Plan consists of employee 401(k) contributions, and employer
contributions.
In January 2000, the Volt Information Sciences, Inc. Employees' Stock Ownership
Plan ("ESOP") was merged into the Plan. In connection therewith, all of the ESOP
assets were transferred into the Plan. All ESOP benefit accruals were frozen and
all accounts became fully vested, effective January 1, 2000.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
A brief description of certain provisions of the Plan agreement is as follows. A
more detailed description of the Plan provisions is maintained in the Plan
Document.
Eligibility: Employees become eligible on their first day of employment,
except as outlined in the Plan Document.
Participant Contributions: Effective May 2007, new employees were
automatically enrolled in the plan with a 3% contribution, with a thirty
day grace period to opt out. Participants have the option of contributing
up to 60% of base compensation, up to the Internal Revenue Service maximum
or Plan limitations, which is not currently taxable to the employee, into
any of the Plan's available core fund options. Participants who have
reached age 50 on or before December 31 and who have already contributed
the maximum, may elect to make a catch-up contribution up to the Internal
Revenue Service maximum.
Employer Contributions: The Company provides a matching contribution equal
to 50% of the first 3% of salary contributions by eligible participants.
These contributions are made semi-annually. Company matching contributions
vest at a rate of 20% per year over a five-year period. The forfeited
portion of an account of an employee who leaves employment with VIS without
being fully vested may be used to reduce future employer contributions. At
December 31, 2008 and 2007, the balance of unused forfeitures was $616,394
and $474,244, respectively.
5
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
A. Plan Description (continued)
Rollover Contributions: The Plan permits the acceptance of rollover
contributions upon approval of the Company. Rollover contributions
generally consist of lump-sum distributions received by a participant from
a qualified retirement plan, an individual retirement account or individual
retirement annuity. Rollover contributions are included in participant
contributions in the statements of changes in net assets available for
benefits.
Investments: Upon enrollment or re-enlistment and on a daily basis
thereafter, each participant can direct that his or her contributions and
the Company matching contribution be invested in one or more of the
available core funds. In addition, participants have the option to
participate in a self-directed account and may invest up to 50% of their
total account balance in mutual funds outside of the core funds.
Payment of Benefits: Participants may make a withdrawal from any of their
vested accounts at any time on or after attaining age 59 1/2. If a
participant terminates service with the Company, the participant can
request a distribution of their vested account balance at any time.
Benefits are recorded when paid.
The Plan has a loan provision which permits participating employees to borrow
from their 401(k) contribution account. The maximum loan is 50% of the
participant's account balance, up to $50,000. The loan, together with interest,
is repaid through payroll deductions. Interest is credited to the participant's
account. The interest rate is the prime rate plus 1% at the time the loan is
processed.
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan subject to the provisions of ERISA. Upon such termination,
participants become 100% vested and Plan assets will be distributed to
participants based on their individual account balances.
B. Significant Accounting Policies
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Investments are reported at fair value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at measurement date. See note D for
discussion of fair value measurements.
6
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
B. Significant Accounting Policies (continued)
As described in Financial Accounting Standards Board Staff Position, FSP AAG
INV-1 and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans"
(the "FSP"), investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits
of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
Plan. The Plan invests in investment contracts through collective trust funds.
As required by the FSP, the Statements of Net Assets Available for Benefits
presents the fair value of the investment in the collective trusts as well as
the adjustment of the investment in the collective trusts from fair value to
contract value relating to the investment contracts.
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
Costs and expenses incurred with regard to the administration of the Plan may be
paid by the Plan.
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
C. Investments
The Company, with the approval of the Board of Directors, changed the trustee of
the Plan from Bank of New York Mellon to Charles Schwab. In May 2007, the
assets, excluding the investment in the Mellon Stable Value Fund, were
transferred to the new trustee. The investment in the Mellon Stable Value Fund
was transferred to the new trustee over a nine-month period beginning May 2007.
During this transition period, the Mellon Stable Value Fund and the Schwab
Stable Value Fund were combined into a blended fund called the Volt Unitized
Stable Value Fund. In April 2008, the Volt Unitized Stable Fund was removed from
the plan and the assets were transferred to the Schwab Stable Value Fund.
7
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
The fair value of investments held by the Plan as of December 31, 2008 and 2007
were as follows:
Investments at fair value December 31
2008 2007
------------------------------------------
Common/Collective Trusts:
Schwab Managed Retirement 2010 $ 1,793,177 $ 2,995,423
Schwab Managed Retirement 2020 2,076,486 3,196,632
Schwab Managed Retirement 2030 2,112,238 2,509,812
Schwab Managed Retirement 2040 1,113,802 1,174,913
Schwab Managed Retirement 2050 554,094 233,108
Schwab Managed Retirement Inc 443,748 230,238
Schwab Stable Value Fund (1) 18,282,076* 8,762,817*
Mellon Stable Value Fund (1) - 6,242,174*
Mutual Funds:
Alger Small Cap Growth Fund 1,791,195 3,578,825
American Beacon Large Cap Value Fund 2,140,993 3,950,280
Davis New York Venture Fund 1,211,748 1,378,432
Goldman Sachs Mid-Cap Value Fund 8,545,203* 16,626,638*
Laudus International Market Masters Fund 4,913,157* 10,304,889*
Morgan Stanley Mid Cap Growth Fund 1,306,324 2,596,016
Northern Small Cap Value Fund 906,068 585,165
Schwab S&P 500 Index Fund 13,389,625* 23,612,213*
T Rowe Price Growth Stock Fund 1,793,865 2,231,381
Western Asset Core Plus Port Fund 6,467,680* 7,319,201*
Volt Information Sciences, Inc. Common Stock Fund 4,942,724* 13,301,977*
Self-directed accounts 861,640 884,156
Participant loans 2,546,496 3,335,055
------------------------------------------
Total investments $ 77,192,339 $ 115,049,345
==========================================
*Individual investment representing 5% or more of net assets available for
benefits.
(1) In 2007, these funds were components of the Volt Unitized Stable Value
Fund. In April 2008, the Volt Unitized Stable Value Fund was removed from
the plan and the assets were transferred to the Schwab Stable Value Fund.
8
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
During the years ended December 31, 2008 and 2007, the Plan's investments
(including investments purchased, sold and held during the year) depreciated in
fair value as follows:
December 31
2008 2007
-----------------------------------------
Mutual funds $ (27,387,806) $ (717,700)
Volt Information Sciences, Inc. Common Stock Fund (7,571,931) (10,500,320)
Common/Collective trusts (2,769,814) 411,476
-----------------------------------------
Net change in fair value $ (37,729,551) $ (10,806,544)
=========================================
The following table details information about the net assets and the significant
components of the changes in net assets relating to the Volt Information
Sciences, Inc. Common Stock Fund, which until March 31, 2007 included both
participant and non-participant directed amounts.
December 31
2007
------------------
Additions
Investment income:
Interest, dividend and other income $ 1,527
Net (depreciation) appreciation in fair value (10,500,320)
Participant contributions 835,151
Employer contributions 140,380
Transfers from (to) other investment funds, net 26,577
------------------
(9,496,685)
Deductions
Benefits paid to participants 819,283
Other deductions 659
------------------
Net (decrease) increase (10,316,627)
Net assets available for benefits at beginning of year 23,729,752
------------------
Net assets available for benefits at end of year $ 13,413,125
==================
9
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
D. Fair Value Measurements
Effective January 1, 2008, the Plan adopted Statement of Financial Accounting
Standard ("SFAS") No. 157, "Fair Value Measurements" for certain financial
assets and liabilities. This standard establishes a framework for measuring fair
value and requires enhanced disclosures about fair value measurements. SFAS 157
clarifies that fair value is an exit price, representing the amount that would
be received in the sale of an asset or paid to transfer a liability in an
orderly transaction between market participants. SFAS 157 also establishes a
fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The statement requires that assets and liabilities carried
at fair value be classified and disclosed in one of the following three
categories:
Level 1: Quoted market prices in active markets for identical assets or
liabilities.
Level 2: Quoted prices in active markets for similar assets and
liabilities, quoted prices for identically similar assets or
liabilities in markets that are not active and models for which
all significant inputs are observable either directly or
indirectly.
Level 3: Unobservable inputs reflecting the reporting entity's own
assumptions or external inputs for inactive markets.
The asset or liability's fair value measurement level within the fair value
hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. Valuation techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets
measured at fair value.
There have been no changes in the methodologies used at December 31, 2008.
Common Stocks Fund: Valued at the closing price reported on the active market on
which the individual securities are traded.
Common/Collective Trusts: Valued at the net asset value per unit as reported by
the respective funds.
Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan as
reported on the active market at year end.
Participant loans: Valued at amortized cost, which approximate fair value.
10
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
D. Fair Value Measurements (continued)
The preceding methods described may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair values.
Furthermore, although the Plan believes its valuation methods are appropriate
and consistent with other market participants, the use of different
methodologies or assumptions to determine fair value of certain financial
instruments could result in a different fair value measurement at the reporting
date.
The following table sets forth by level, within the fair value hierarchy, the
Plan's assets at fair value as of December 31, 2008:
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------
Volt Common Stock Fund $ 4,942,724 - - $ 4,942,724
Mutual funds 43,327,498 - - 43,327,498
Common/Collective trusts - $ 26,375,621 - 26,375,621
Participant loans - - $ 2,546,496 2,546,496
------------------------------------------------------------------------------------
Total assets at fair value $ 48,270,222 $ 26,375,621 $ 2,546,496 $ 77,192,339
====================================================================================
The following table sets forth a summary of changes in the fair value of the
Plan's level 3 assets for the year ended December, 31, 2008:
Participant
Loans
------------------
Balance, beginning of year $ 3,335,055
Realized gains (losses) -
Unrealized gains (losses) -
Purchases, sales, issuances and settlements (net) (788,559)
------------------
Balance, end of year $ 2,546,496
==================
11
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
E. Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated October 7, 2008, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualified status. The Plan
Administrator believes that the Plan is being operated in compliance with the
applicable requirements of the Code and therefore believes the Plan, as amended,
is qualified and the related trust is tax-exempt.
F. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2008 2007
----------------------------------------
Net assets available for benefits per the financial statements
$ 79,815,856 $ 116,630,444
Less: contract value adjustment (887,554) (7,141)
Less: amounts allocated to withdrawing participants (279,011) (268,959)
----------------------------------------
Net assets available for benefits per the Form 5500 $ 78,649,291 $ 116,354,344
========================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2008:
Benefits paid to participants per the financial statements $ 8,578,853
Add: amounts allocated to withdrawing participants at year-end 279,011
Less: amounts allocated to withdrawing participants at prior year-end (268,959)
------------------
Benefits to participants per the Form 5500 $ 8,588,905
==================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims to have been processed and approved for payment prior to the Plan
year-end but not yet paid as of that date.
12
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
F. Reconciliation of Financial Statements to Form 5500 (continued)
Fully benefit-responsive investment contracts are recorded at fair value on Form
5500 and contract value is recognized in net assets available for benefits in
the financial statements. Consequently, the reported net asset values on Form
5500 and in the financial statements will differ and total additions in the
financial statements may differ from the total income reported on the Form 5500.
H. Transfers from Plan
In September 2008, the Company sold the net assets of its directory systems and
services business and its North American telephone directory publishing
operations. As a result, the terminated employees' account balances were
transferred to the successor company's savings plan.
I. Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by Charles Schwab.
Charles Schwab is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
J. Subsequent Event
In January 2009, the Company reduced the matching contribution to equal to 50%
of the first 2% of salary contributions by eligible participants.
In June 2009, the Dreyfus Bond Market Index Fund was added as an additional fund
option.
13
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2008
Description Units/Shares Current Value
------------------------------------------------------------------------------------------------------------------
Schwab Managed Retirement 2010* 146,741 $ 1,793,177
Schwab Managed Retirement 2020* 170,204 2,076,486
Schwab Managed Retirement 2030* 172,287 2,112,238
Schwab Managed Retirement 2040* 92,126 1,113,802
Schwab Managed Retirement 2050* 89,370 554,094
Schwab Managed Retirement Inc* 43,935 443,748
Alger Small Cap Growth Fund 116,161 1,791,195
American Beacon Large Cap Value Fund 163,310 2,140,993
Davis New York Venture Fund 51,302 1,211,748
Goldman Sachs Mid-Cap Value Fund 387,362 8,545,203
Laudus International MarketMasters Fund 449,923 4,913,157
Morgan Stanley Mid Cap Growth Fund 76,393 1,306,324
Northern Small Cap Value Fund 86,128 906,068
Schwab S&P 500 Index Fund* 963,976 13,389,625
T Rowe Price Growth Stock Fund 93,821 1,793,865
Schwab Stable Value Fund 1,058,587 18,282,076
Western Asset Core Plus Port Fund 745,124 6,467,680
Personal Choice Retirement (1) 861,640
Volt Information Sciences, Inc Common Stock Fund* (2) 683,641 4,942,724
Participants loans** 2,546,496 2,546,496
--------------
$ 77,192,339
==============
* Indicates party-in-interest to the Plan.
** All loans mature within 10 years; interest rates range from 4.25% to 10.5%.
(1) Personal Choice Retirement, the participants' self-directed accounts,
consists of various investments.
(2) Cost $9,988,311
The "Cost" column is not applicable because all investment programs are fully
participant directed.
14
Volt Information Sciences, Inc. Savings Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
SAVINGS PLAN
-------------------------------
By: /s/Jack Egan
------------------------------------
Jack Egan, Administrator
Date: June 25, 2009
15