Amended Tender Offer Statement by Third Party (sc To-t/a)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

(Amendment No. 2)

 

Volt Information Sciences, Inc.
(Name of Subject Company (Issuer))

 

Vega MergerCo, Inc.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of

 

Vega Consulting, Inc.
(Name of Filing Persons (Parent))

 

Rajiv Sardana
(Name of Filing Persons (Affiliate of Parent and Offeror))

 

Common Stock, par value $0.10 per share
(Title of Class of Securities)

 

928703107
(CUSIP Number of Class of Securities)

 

Vega MergerCo, Inc.
c/o Vega Consulting, Inc.
2400 Meadowbrook Parkway
Duluth, Georgia 30096
Attention: Sanjeev Sardana
Telephone: [phone]
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

 

With a copy to:

 

Michael J. Cochran
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE
Suite 2800

 

Atlanta, Georgia 30309-4528
[phone]

 

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:	$13,262.01	Filing Party:	Vega MergerCo, Inc.
Form or Registration No.:	Schedule TO (File No. 005-02933)	Date Filed:	March 25, 2022

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

third-party tender offer subject to Rule 14d-1.

 

¨

issuer tender offer subject to Rule 13e-4.

 

¨

going-private transaction subject to Rule 13e-3.

 

¨

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on March 25, 2022 by Vega MergerCo, Inc., a New York corporation (the “Offeror”), Vega Consulting, Inc., a Delaware corporation and the sole stockholder of the Offeror (“Parent”) and Rajiv Sardana, an affiliate of Parent and Offeror. The Schedule TO relates to the tender offer by Offeror for any and all of the outstanding shares of common stock, par value $0.10 per share (“Shares”), of Volt Information Sciences, Inc., a New York corporation (“Volt”), at a price of $6.00 per Share, in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

 

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

 

The Schedule TO is hereby amended and supplemented as follows:

 

Item 3.

Identity and Background of Filing Person.

 

The information set forth in Section 9 of the Offer to Purchase entitled “The Tender Offer—Certain Information Concerning the Offeror, Parent and Rajiv Sardana” and Item 3 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding the following sentences after the first sentence in the second paragraph of Section 9 of the Offer to Purchase entitled “The Tender Offer—Certain Information Concerning the Offeror, Parent and Rajiv Sardana”:

 

“Each of Parent, Offeror (as a wholly owned subsidiary of Parent) and ACS are under the common ownership of, and controlled by, Rajiv Sardana. ACS has no direct or indirect ownership interest in either Parent or the Offeror. The ACS Guaranty and the Debt Commitment Letter provide for unilateral economic obligations by ACS and do not provide for any rights of ACS to influence the management of Volt following the transaction. Other than the ACS Guaranty and the Debt Commitment Letter and other than any arrangements that would be entered into at the completion of the Offer as contemplated under “Section 11 — Purpose of the Offer and Plans for Volt; Transaction Documents — The Debt Commitment Letter,” ACS does not have any agreement or economic arrangement with or relating to Parent or the Offeror.”

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

VEGA CONSULTING, INC.:

 

	By:	/s/ RAJIV SARDANA
		Name:	Rajiv Sardana
		Title:	President and Chief Executive Officer

 

VEGA MERGERCO, INC.:

 

	By:	/s/ RAJIV SARDANA
		Name:	Rajiv Sardana
		Title:	President and Chief Executive Officer

 

RAJIV SARDANA:

 

/s/ RAJIV SARDANA

 

Dated: April 8, 2022

 

 

 

 

EXHIBITS INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated March 25, 2022.*
(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)		Form of Notice of Guaranteed Delivery.*
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Text of Summary Advertisement, as published in The Wall Street Journal, on March 25, 2022.*
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)		Joint Press Release, dated March 14, 2022 (incorporated by reference to Exhibit 99.1 to Volt’s Current Report on Form 8-K, filed on March 14, 2022).*
(b)		Commitment Letter, dated March 12, 2022, by and among American CyberSystems, Inc., Bank of America, N.A., Fifth Third Bank, National Association, BMO Harris Bank, N.A. and BofA Securities, Inc.*
(d)(1)		Agreement and Plan of Merger, dated as of March 12, 2022, by and among Parent, the Offeror and Volt (incorporated by reference to Exhibit 2.1 to Volt’s Current Report on Form 8-K, filed on March 14, 2022).*
(d)(2)		Tender and Support Agreements, dated as of March 12, 2022, by and among Parent, the Offeror and certain stockholders (the form of Tender Support Agreement incorporated by reference to Exhibit 99.2 to Volt’s Current Report on Form 8-K, filed on March 14, 2022).*
(d)(3)		Confidentiality Agreement, dated as of December 30, 2021, by and between Volt and American CyberSystems, Inc.*
(d)(4)		Confidentiality Agreement, dated as of March 11, 2022, by and between Volt and American CyberSystems, Inc.*
(d)(5)		Exclusivity Agreement, dated as of February 10, 2022, by and between Volt and American CyberSystems, Inc.*
(d)(6)		Guaranty, dated as of March 12, 2022, by and between American CyberSystems, Inc. and Volt.*
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table.*

*       Previously filed.