<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 For the fiscal year ended November 3, 2000

        Or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ________________________ to
_______________________

Commission File No. 0-29396

                    AUTOLOGIC INFORMATION INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              13-3855697
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

1050 Rancho Conejo Boulevard, Thousand Oaks, CA                 91320
-----------------------------------------------               ----------
  (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:          (805) 498-9611

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock ($0.01 par value)
                         ------------------------------
                                (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the common stock held by non-affiliates of the
Registrant as of January 12, 2001 (based on the closing price on the NASDAQ
National Market on that date) was approximately $5,719,000 (based on the number
of shares outstanding on that date, exclusive of all shares held beneficially by
executive officers, directors and their spouses, without conceding that all such
persons are "affiliates" of the Registrant, and by the Registrant's 59%
shareholder).

The number of shares of common stock outstanding as of January 12, 2001 was
5,787,970.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 2001 Annual Meeting are
incorporated by reference into Part III of this Report.
<PAGE>   2

PART I

ITEM 1. BUSINESS

Autologic Information International, Inc. and its subsidiaries (collectively
"AII" or the "Company") design, develop, manufacture, assemble, integrate,
market, sell and service computerized image-setting, publication systems
equipment and software that automate the various pre-press production steps in
the publishing process. AII believes that it is an industry leader in pre-press
systems. AII's products are primarily marketed and sold to the newspaper
publishing industry, the commercial printing industry and other organizations
having internal publishing facilities. AII has traditionally focused its efforts
on high-volume and deadline-driven customers, such as newspapers, although it
also sells to niche portions of the lower-volume, less time-sensitive portion of
the commercial publishing and electronic document transmission markets, where
the Company's strengths can also effectively meet customers' requirements.

Forward Looking Statement Disclosure

In order to keep investors informed of the Company's future plans and
objectives, this Annual Report on Form 10-K (and other reports and statements
issued by the Company and its officers from time to time) contains certain
statements concerning the Company's future results, future performance,
intentions, objectives, plans and expectations that are or may be deemed to be
"forward-looking statements". The Company's ability to do this has been fostered
by the Private Securities Litigation Reform Act of 1995 which provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information so long as those statements are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those discussed in the statement. The
Company believes it is in the best interests of investors to take advantage of
the "safe harbor" provisions of that Act. When used in this Report, words such
as "may", "should", "seek", "believe", "expect", "anticipate", "estimate",
"project", "intend", "strategy" and similar expressions are intended to identify
forward-looking statements regarding events, conditions and financial trends
that may affect the Company's future plans, operations, business strategies,
operating results and financial position. Although the Company believes that its
expectations are based on reasonable assumptions, these forward-looking
statements are subject to a number of known and unknown risks and uncertainties
that could cause the Company's actual results, performance, and achievements to
differ materially from those described or implied in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to:

-       general economic and business conditions in the United States (including
        the avoidance of a recession) and in the overseas markets where the
        Company distributes products, including the impact of the major economic
        problems which continue in Asia and Latin America (see "Customers",
        below, and "Management's Discussion and Analysis of Financial Condition
        and Results of Operations")

-       the relative strength of the U.S. dollar against currencies of the
        countries in which the Company's customers and competitors are located

-       the Company's ability to successfully expand its market base beyond its
        traditional newspaper market (see "Customers", below)

-       potential changes in customer spending and purchasing policies and
        practices (see "Customers", below)

-       the continuing availability of components, sub-assemblies, parts and end
        items, and dependence on third parties for some components (see
        "Manufacturing and Assembly", below)

-       risks inherent in new product introductions, such as start-up delays,
        uncertainty of customer acceptance (see "Products and Services",
        "Customers" and "Research and Development", below)

-       the Company's ability to maintain superior technological capability (see
        "Research and Development", below)



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-       the Company's ability to foresee changes and to identify, develop and
        commercialize innovative and competitive products and systems in a
        timely and cost effective manner and achieve customer acceptance in
        markets characterized by rapidly changing technology and frequent new
        product introductions (see "Research and Development", below)

-       the Company's ability to meet competition in its highly competitive
        markets with minimal impact on prices and margins (see "Competition",
        below)

-       the Company's ability to accurately forecast sales and maintain adequate
        inventory levels to meet customer needs while avoiding the need for
        additional working capital to carry excess inventories and avoiding
        incurring write-offs or write-downs of inventories due to obsolescence
        (see "Seasonality and Working Capital", below)

-       the Company's ability to attract and retain certain classifications of
        technologically qualified personnel, particularly in the areas of
        research and development and customer service (see "Employees", below)

-       the Company's ability to generate cash flows and obtain financing to
        support its operations and growth (see "Management's Discussion and
        Analysis of Financial Condition and Results of Operations")

-       the impact of the introduction of the Euro currency (See "Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations")

These and certain other factors are discussed from time to time in this Annual
Report on Form 10-K and other Company reports hereafter filed with the
Securities and Exchange Commission. The Company does not assume an obligation to
update the factors discussed in this Annual Report.

History

AII was incorporated in Delaware on September 15, 1995 as Autologic,
Incorporated and changed its name on November 8, 1995. On January 29, 1996, Volt
Information Sciences, Inc. ("Volt") caused its wholly owned California
subsidiary, also named Autologic, Incorporated ("Autologic"), to be merged with
and into AII and simultaneously caused all of the capital stock of certain
foreign subsidiaries of Volt (whose business was related to that of Autologic)
to be transferred to AII. Also, on January 29, 1996, Information International,
Inc. ("Triple-I"), a publicly held company, was, pursuant to a vote of its
stockholders, also merged with and into AII, as a result of which the former
owners of Triple-I became the owners of 41% (with Volt owning the remaining 59%)
of the then outstanding common stock of AII. The Merger Agreement among
Triple-I, Autologic and Volt provides that upon the issuance of 1,000 shares of
common stock by the Company as a result of the exercise of stock options granted
by Triple-I prior to the Merger, 590 shares of common stock are to be issued to
Volt under the terms of the Merger Agreement to partially offset the dilution
caused by the option exercises. Such option exercises have not, to date, been
material and Volt's present ownership remains at approximately 59% of AII's
outstanding common stock. The foregoing formation transactions are collectively
referred to as the "Merger".

Products and Services

AII's systems provide production solutions which consist of computers and
internally produced software used for scanning images, storing and retrieving
computerized text and images, rasterizing of the text and images and controlling
output of those elements to various output devices, such as laser imaging
systems, proofing devices, platemakers and document distribution systems used by
AII's customers. The objective of these products is the production of
deadline-oriented newspapers and commercial printing products. The principal
imaging devices manufactured by AII are the 3850 film imager and the 3850 line
of Computer-to-Plate ("CTP") imagers. The Company also manufactures a variety of
hardware and software interface products that enable different computers and
other products to communicate and transfer information efficiently allowing the
customer to use lower skill level employees. To meet the specific requirements
of its customers, the Company's products can be integrated into complete
systems, integrated with a customer's existing products (whether previously
purchased from AII or from another vendor), or sold and used individually as
"stand alone" units.



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AII's systems are available in a variety of hardware and software configurations
on a broad base of computer hardware platforms which allow them to be structured
to meet the individual needs of members of the pre-press industry, including
publishers of newspapers, telephone directories, magazines, books, directories,
catalogues, yearbooks, print advertising, checks, and other quality graphic art
printed products. To satisfy this diverse customer base, AII offers a wide
variety of production control and imaging systems, each designed to satisfy
specific speed, page size and output quality requirements, depending on the
customer's requirements for final publication. These systems normally output
either to film or photographic paper (both of which are then used to make
printing press plates) or to the printing press plates themselves. Each
component is designed with a view to accommodate future system expansion.

AII's family of products is based on the "open system" concept of total product
line integration, enabling the Company's current products to be integrated with
the current products of AII and other vendors, as well as with many older
systems still in use by AII's customers. As technologies change and new products
come on the market, AII's products remain compatible with and complementary to a
customer's previously installed systems.

AII provides customer service for its products worldwide, with trained
technicians and spare parts inventories either directly or through its
distribution network. AII's service and support network provides remote
diagnostics and on-line assistance using state-of-the-art telecommunication
links, as well as on-site repair capabilities. AII also provides a full range of
customer education and training programs on the hardware and software components
of the systems it sells.

The following table shows, for the last three fiscal years, the relative
percentage contribution of systems and equipment sales and of technical support
and service revenues to the total revenues of AII.

<TABLE>
<CAPTION>
                                                 For the Fiscal Year Ended
                                            --------------------------------------
                                            November 3,  October 29,   October 30,
                                               2000         1999         1998
                                            -----------  -----------   -----------
<S>                                         <C>          <C>           <C>
Systems and equipment sales                     70%          65%          69%
Technical support and service revenues          30%          35%          31%
                                               ---          ---          ---
                                               100%         100%         100%
                                               ---          ---          ---
</TABLE>

The Company's principal products and services are:

LASER IMAGING SYSTEMS. Laser imaging systems incorporate text and graphics and
image them on film or plates which can be used for printing. They consist of one
or more raster image processors ("RIPs"), which interpret page description
instructions of what the printed page will look like, and one or more output
recorders, which use lasers to image onto film or printing press plate material.
AII offers a family of high performance RIPs based on the Adobe(R) and
Harlequin(R) implementation of the PostScript(R) page description language (the
programming language which has become a publishing industry standard). AII has
expanded its RIP and server offerings to include Adobe's PDF and PostScript(R)
3(TM) technology. RIPs are interfaced to a variety of output recorders (which
are either manufactured by AII or purchased from other manufacturers) to form
complete laser imaging systems (for the simplest system, one RIP and one output
recorder together constitutes one laser imager). AII also integrates imagers,
proofers, scanners and platemakers of other manufacturers to create complete
systems to satisfy customer requirements in various segments of the publishing
industry.

------------------

Adobe, PostScript and PostScript 3 are either registered trademarks or
trademarks of Adobe Systems Incorporated in the United States and/or other
countries. Harlequin is a registered trademark of Harlequin Ltd.



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COMPUTER-TO-PLATE. The Company's CTP design is based on the Company's existing
3850 film recorder technology and manufacturing capability with significant
commonality with the imagers currently in full production at AII. The CTP design
allows the image to be transferred directly to the printing plate versus to film
then to the plate. The CTP imager addresses the needs of newspaper customers
that want to eliminate the film processing step to improve deadlines, improve
print quality and reduce costs. The Company believes that this CTP imaging
system is a natural addition to AII's existing and future workflow offerings.
The Company expects that the demand for CTP imagers will grow over the coming
years, including replacement of older equipment, accompanied by a reduction of
demand for film imagesetters such as the existing 3850 film imager.

AD MANAGEMENT. The production and printing of advertisements has changed
dramatically over the last several years. Third party software, networks,
scanners and other open system products have revolutionized ad creation.
However, as these are an ad hoc set of tools, management and tracking of ad
production has become a significant problem for publishers. AII's Ad Manager, an
ad management system, provides database storage and management, open pre-press
interface ("OPI") graphics insertion, process tracking, ad element tracking, and
ad creation management tools to enable publishers to keep track of all ads as
they are being created and to manage the process. This system ensures that the
retail ad is produced and published on time using correct information.

GRAPHICS SERVERS AND CONTROLLERS. Graphics servers and controllers are
computer-based systems which store and retrieve high resolution images and
graphic elements, merge those images and elements with other components into
page description instructions and control and optimize the flow of page
description instructions among multiple RIPs and multiple laser imaging systems.
They also monitor and report the status of page imaging and identify production
bottlenecks. The Company's server products are being enhanced by the
incorporation of Adobe and other software technology.

TELECOMMUNICATIONS SYSTEMS. AII's APSCOM document distribution system links
different steps of the publishing process via local access networks (LANs), wide
access networks (WANs) and satellite. Precision laser scanners, graphics servers
and laser imaging systems are linked together by computer-controlled devices to
permit the management, transmission, receipt and remote production of graphic
arts quality ads, photography and complete pages via satellite, integrated
services digital networks, microwaves and high-speed telephone services
throughout the world. The APSCOM system meets customer needs created by the
decentralization of the publishing industry, which has resulted in many new
printing facilities being built at a distance from the editorial center. As a
result, publishing products are often created and edited at a central site and
then electronically distributed to many printing plants worldwide for printing
and distribution. APSCOM permits the capture, compression, transmission,
decompression, storage, editing and imaging of text and graphics files in a
variety of industry standard file formats. This technology continues to be
enhanced to include the newest computer technology, work flow automation and job
tracking.

INTERFACE PRODUCTS. Interface products are hardware and software products that
facilitate the interfacing of a wide range of pre-press products from multiple
sources where long distance telecommunication systems are not required. AII has
developed a system architecture which allows RIPs to interface to multiple types
of imaging devices. AII's hardware and software interfaces permit AII products
to interface with other AII products, as well as with pre-press products
manufactured by others. The customer is then able to create a fully integrated
publishing system, maximizing its previous investments while facilitating the
adoption of newer, open technologies.

DATA STORAGE. During the first quarter of fiscal year 2000, the Company
finalized development and began shipments of a new data storage product,
commonly referred to as a Redundant Array of Independent Disks (RAID), to store
and retrieve large amounts of data. The Company is now able to offer OEM
customers cost-competitive Build-to-Order (BTO) and Configure-to-Order (CTO)
data storage solutions. Sales in fiscal 2000 reached $4.0 million, and the
Company plans to expand sales and enhance this offering to customers in fiscal



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2001. In addition, the Company is in the process of developing value-added
storage management software that will provide customers with a common
easy-to-use graphical user interface (GUI) that dramatically simplifies the
installation, maintenance and management of AII storage solutions.

XITRON, INC. Xitron, Inc., ("Xitron"), a wholly owned subsidiary of the Company,
sells RIP's, imager interfaces, server software and other imager integration
products to OEM's, distributors and other third party resellers. Through these
alternate channels, products, based on AII's technologies, are made available to
different market segments, primarily commercial, and smaller volume users.
Xitron's products are unique and distinct from the AII system products.
Procurement, support, engineering and other functions are shared by the Company
and Xitron to reduce costs.

OTHER PRODUCTS. The Company manufactures and distributes other products, which
do not materially contribute to the Company's revenues in fiscal 2000.

TECHNICAL SUPPORT AND SERVICE. While AII products enjoy an excellent reputation
for high performance, image quality and reliability in high volume production
environments, AII's customers produce deadline oriented products, and its
customers rely heavily on the Company for technical support and service. AII
maintains a worldwide technical support and service organization which supports
and services AII's products. Technical support is headquartered in Thousand
Oaks, California, with regional facilities in Norcross, Georgia; and offices
throughout the United States and in parts of Europe, Latin America, the Pacific
Rim and the Middle East. Elsewhere, distributors and agents sell and service AII
products within their respective territories. Domestically, AII offers a variety
of support solutions to its customers, ranging from Help Desk to full support
agreements, 24 hours a day.

Marketing and Sales

Sales of AII's products within the United States, Mexico and Canada are provided
by AII's direct sales force. In Latin America, sales are made through
distributors directed from AII's headquarters in Thousand Oaks, California,
while Europe and Asia/Pacific sales are made by direct sales force and
distributors. The European headquarters is located near London, England, which
manages AII's European operations in the United Kingdom, France, Germany, Spain,
Sweden and Israel and selects, trains and supports distributors for other
European, Mid-Eastern and African countries. AII's Pacific headquarters in
Sydney, Australia provides a similar function for Australia, New Zealand, Asia
and the Pacific Rim countries. Both European and Pacific operations report to
AII's corporate headquarters in California.

Sales made outside the United States by AII of products manufactured or
assembled in the United States, together with export sales by AII directly to
unaffiliated foreign customers, amounted to $31.1 million in fiscal 2000, $26.3
million in fiscal 1999, and $33.4 million in fiscal 1998. Foreign sales are
affected by the relative strength of the U.S. dollar against currencies of the
countries in which its customers and competitors are located. (See "Customers",
below, "Management's Discussion and Analysis of Financial Condition and Results
of Operations", and Notes J and M of Notes to Consolidated Financial
Statements).

AII attends both domestic and international trade shows each year to demonstrate
and sell its equipment and to interact with customers and prospects regarding
future needs.

Customers

AII's products are primarily sold to the newspaper publishing industry, the
commercial printing industry and to organizations having internal publishing
facilities. In fiscal 2000, AII sold its products and provided service for its
products to more than 1,900 customers worldwide, none of whom accounted for more
than 10% of AII's



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revenues. AII typically maintains ongoing relationships with its customers,
providing additional products, additions, enhancements, service, support and
spare parts for the life of the product. AII has business relationships with
most of the major newspaper chains worldwide.

At times, AII's marketplace has been adversely affected by general economic
recessions in the United States and in other countries where AII's products are
sold. A significant portion of AII's business is in the newspaper publishing
industry, which itself has experienced significant downturns during recessions.
Newspapers continuously seek to reduce costs and expenditures to offset
increased newsprint costs, intense competition for advertising revenues by
electronic media and other periodicals, and reduced readership of the smaller
number of newspapers, especially in the United States. These factors have
resulted, at times, in reductions in equipment purchases by AII's traditional
customers, adversely affecting AII's performance. International sales,
particularly in Latin America since 1999 and the Far East since 1998, have been
weak. (See "Management's Discussion and Analysis of Financial Condition and
Results of Operations.")

Backlog

AII's backlog of orders believed to be firm as of November 3, 2000 was $5.7
million compared to $9.2 million as of October 29, 1999, and $9.1 million as of
October 30, 1998 The decline in backlog at November 3, 2000 compared to fiscal
1999 is due primarily to the significant cost increase for newsprint incurred by
the domestic newspaper market during the year and a general decline in
advertising revenue. Most customers are holding back capital expenditures as
they assess the situation. The company anticipates that expenditures will
increase in the coming quarters as this issue is resolved. All of the Company's
backlog is expected to be filled during fiscal 2001.

Manufacturing and Assembly

All of AII's products are manufactured and assembled at the Company's leased
facilities, owned by Volt, in Thousand Oaks, California. The components of AII's
products are central processing units, disk drives, memory, network interfaces
and scanners, each of which are generally available from numerous suppliers
under various types of purchasing relationships. These are either purchased as
complete units or are assembled from sub-assemblies, parts and end items
produced by others. AII is not dependent upon any particular supplier for its
overall product lines and is not dependent on the products of any specific
vendor in order to conduct its business activities. AII manufactures its 3850
imager family of products, as well as other parts and sub-assemblies that
involve a high degree of complexity or special functions not available from
external sources. For the Company's 3850 film imager and 3850 CTP imager, optics
and some other unique products are only available from a few suppliers; however,
there are no current shortages, although there are typically long lead times for
some products.

Research and Product Development

AII is engaged in a considerable amount of research and product development,
principally in the field of hardware and software engineering, which is
performed at its facilities in Thousand Oaks, California and at the facilities
of Xitron in Ann Arbor, Michigan. The markets in which AII competes are marked
by rapidly changing technology. As a result, the Company's success will continue
to depend, in part, upon its ability to maintain a superior technological
capability, foresee changes and continue to identify, develop and commercialize
innovative and competitive products and systems.

Almost all of AII's research, product development and engineering is
Company-sponsored, the exception being the funded development of special
features by major customers. Approximately 14% of AII's employees at January 12,
2001 were technical professionals, most of whom have professional degrees.
Collectively, these



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employees spend the majority of their time engaged in the development of new
products, with the balance of their time in sustaining engineering and
improvement of existing systems. The amount expended by AII for product
development activities during fiscal 2000 was approximately $6.5 million, during
1999 was approximately $8.3 million, and during fiscal 1998 was approximately
$6.8 million. (See "Management's Discussion and Analysis of Financial Condition
and Results of Operations.")

Nevertheless, there can be no assurance that AII will be successful in
developing new or improved products to address changing technological
requirements, that AII can introduce such products on a timely basis, that AII's
existing products will continue to be competitive, that AII will be able to
adapt existing products to technological change and competition, or that
products that are developed by AII can be successfully and profitably marketed.
Furthermore, technology changes may affect AII's ability to sell its inventories
at appropriate margins and/or require write-offs or write-downs of inventories.

Competition

The Company's marketplace is highly competitive. AII's position in the
marketplace depends on the quality, design and pricing of its products and the
reputation of it and its products and services. Technological advancements,
architecture based on standardized components and general market conditions have
increased price competition. A number of firms, with substantially greater
financial resources than AII, deliver one or more pre-press products competing
with AII's pre-press products. Some of these competitors sell their products as
complete pre-press systems, for some of which AII has no competing systems.
Other competitors grant significant sales price discounts of their products
which compete with AII's products in order to promote sales of ancillary
products as to which AII has no competing product. In an endeavor to counter
these trends, AII has expanded its product offerings to encompass a wider range
of price/performance options and continues to seek to utilize the dealer
channels being developed by Xitron. However, there can be no assurances that
these efforts will prove successful.

As a result of this intense competition, as well as changing patterns of
customer purchasing which have produced an industry-wide trend toward the
purchase of standard systems, the industry, including AII, has experienced
downward pressure on profit margins on sales of equipment and software. In
addition, aii's base models of 3850 imagers, introduced approximately seven
years ago, is subject to intense competition from products developed by
competitors, resulting in downward pressures on profit margins. The Company has
introduced improved versions of its 3850 imagers and is seeking to reduce costs
to improve profit margins. However, it is likely that competition will continue
to increase and that the downward pressures on gross profit margins on AII's
sales of systems and equipment will continue. To counter this pattern, the
Company is striving to reduce costs while designing and marketing cost
justifiable new products for its market segment and other customers. There can
be no assurance that the Company will be successful in these efforts.

Gross profit margins on customer services have likewise been under considerable
pressure in recent years. The pressure on customer service gross profit margins
is attributable, in part, to the industry trend towards using standard
components such as PCs, which has enabled the user to service some equipment
in-house. During fiscal year 2000, customer service revenue declined; however,
the Company experienced a higher gross margin percentage due primarily to lower
spares and warranty costs.

Patents and Trademarks

AII holds several patents and trademarks related to its products; however, it
does not believe that any of these are material to AII's business. AII is also a
licensee of technology from many of its suppliers, none of which, individually,
is considered material to AII's business.



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Seasonality and Working Capital

Sales are generally lower in the months of November and December due to the
holiday season, which is a peak publishing period when customers are reluctant
to install and test new equipment. In addition, fiscal 1999 was further impacted
by concerns about Year 2000 issues.

Because lead times in the industry in filling customer orders are becoming
shorter, while lead times in offering certain specialized components are not
being reduced, manufacturers, including AII, may experience a greater dependence
than in the past on accurate short-term sales forecasts in order to avoid
carrying an excess of inventory at any given time which could require the need
for additional working capital or, in the event that a product or products
becomes obsolete, could lead to inventory write-downs or write-offs. There can
be no assurance, given the rapid pace of changes in technology at which new
products are introduced in the market, that AII will not, in the future,
experience either excess inventory (and a concomitant need for additional
operating funds) or obsolescence of inventory. Any such write-offs or
write-downs could have a material adverse effect on AII's results of operations
for the quarterly or annual periods in which any such loss occurs, as well as on
AII's financial position.

Regulation

The industry in which AII operates is not subject to specific industry
government regulations. With foreign sales, the Company is subject to the
Foreign Corrupt Practices Act and export controls, with which it believes it is
in compliance. The export of certain technologies are restricted. In the
countries where AII currently sells its hardware and software products, these
sales are made pursuant to general Export Administration regulations. If the
Company began selling to countries designated by the United States as sensitive,
such sales could be subject to more restrictive export regulations.

Compliance with applicable Federal, state and local environmental laws and
regulations has not had, and AII believes that compliance with such laws and
regulations in the future will not have, a material effect on AII's earnings,
capital expenditures or competitive position.

Employees

As of January 12, 2001, AII had 378 full-time employees, of which 280 were based
in the United States and Canada and 98 were based in international offices. Of
these employees, 54 were engaged in research, product development and
engineering; 62 in sales and marketing; 127 in customer support; 83 in
manufacturing; and 52 in administration.

The Company's success is dependent, in part, upon its ability to attract and
retain technologically qualified personnel who possess the specialized skills
required by AII, particularly in the areas of research and development and
customer support, for which there is substantial competition. There can be no
assurance that AII will continue to be successful in recruiting and retaining
personnel of the requisite caliber and in adequate numbers. Management currently
believes that its relations with its employees are good.



ITEM 2. PROPERTIES

AII's principal facilities are located in approximately 134,000 square feet of
leased space in Thousand Oaks, California, which houses the Company's principal
executive offices, its manufacturing, engineering and computer software
development operations, and its west coast servicing facilities. These
facilities are leased



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from a subsidiary of Volt under a lease that expired in January 1999, the rent
for which was based upon prevailing rentals charged in the area at the time of
its last extension. The lease has continued on existing terms on a
month-to-month basis. See Note N of Notes to Consolidated Financial Statements.

AII also leases space in Ann Arbor, Michigan (7,600 square feet under a lease
that expired in September 2000 and which has continued on existing terms on a
month-to-month basis), where Xitron is located; Norcross, Georgia (2,400 square
feet under a lease that expires in 2001), which serves as a regional service
office; and Des Plaines, Illinois (2,000 square feet under a lease that expires
in 2001), which serves as a regional service office. AII also maintains sales
and service offices at various foreign locations (an aggregate of 45,000 square
feet under leases which expire from 2000 to 2010). See Note H of Notes to
Consolidated Financial Statements.

AII believes that its facilities and equipment are well maintained and adequate
to meet its current requirements.



ITEM 3. LEGAL PROCEEDINGS

Not applicable.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Executive Officers

WILLIAM SHAW, 76, has been Chief Executive Officer, Chairman of the Board and
Director of the Company since January 1996. He is also a founder of Volt,
serving as its President and Chairman of the Board for more than the past five
years and has been employed in executive capacities by Volt and its predecessors
for over forty years. He is the brother of Jerome Shaw, a Director of the
Company.

ALVIN J. BRUNNER, 55, has been President and Chief Operating Officer of the
Company since June 2000 and Director of the Company since September 2000. He
joined Autologic in September 1980 as Regional Sales Manager and was promoted to
Vice President of Sales in 1990. Six years later he was promoted to Vice
President of Americas Operations where he served until June 2000. Prior to
joining Autologic, he was responsible for sales, product marketing and sales
management with Compugraphic Corporation for eight years.

ANTHONY F. MARRELLI, 53, joined the Company as Chief Financial Officer in
November 1996 and became Vice President on January 1997. Prior to joining the
Company, he served in a senior financial capacity for several publicly traded
and privately owned companies from June 1980 to November 1996. From June 1974 to
June 1980, Mr. Marrelli was a practicing public accountant with the firm of
Coopers & Lybrand. Mr. Marrelli is a Certified Public Accountant in the State of
California.



                                       10
<PAGE>   11

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's common stock is quoted on the Nasdaq Stock Market's National
Market (NASDAQ Symbol--AIII). The following table sets forth the high and low
prices of the Company's common stock as reported by NASDAQ, and reflects
interdealer prices, without retail mark-up, mark-down or commission:

<TABLE>
<CAPTION>
                         October 30, 1999 -            October 31, 1998 -
                         November 3, 2000              October 29, 1999
                       ----------------------        ---------------------
Fiscal 2000/1999         High          Low             High         Low
                       --------      --------        --------     --------
<S>                    <C>           <C>             <C>          <C>
First Quarter          $ 4 1/16      $ 2             $ 5          $ 3 3/4
Second Quarter           4 1/4         2 5/8           5 1/4        4 1/2
Third Quarter            3 1/2         2 7/10          5            3 3/4
Fourth Quarter           3 5/8         2 1/4           4 3/4        2 1/4
</TABLE>


The approximate number of record holders of the Company's common stock at
January 12, 2001 was 601.

No cash dividends have been declared by AII during the reported periods. The
Company does not anticipate paying cash dividends, but intends to retain any
future earnings for reinvestment in its business. Any future determination to
pay cash dividends will be at the discretion of the Company's Board of Directors
and will be dependent upon the Company's financial condition, results of
operations, capital requirements, terms of any debt instruments then in effect
and such other factors as the Company's Board of Directors may deem relevant at
the time.



                                       11
<PAGE>   12

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data as of and for the five years ended
November 3, 2000 have been derived from the Company's consolidated financial
statements which have been audited by Ernst & Young LLP, independent auditors.
Since the Merger occurred on January 29, 1996, results of operations for fiscal
1996 reflect only nine months of combined operations and three months (November
4, 1995 through January 29, 1996) of Autologic's operations on a "stand alone"
basis. Accordingly, the Company believes that information contained herein which
compares results for periods after the Merger are not comparable to results for
fiscal 1996 as they do not reflect comparable business structures. In addition,
during the period subsequent to the Merger (primarily in fiscal 1996 and, to a
significantly lesser extent, in fiscal 1997), the Company effected various
restructurings that resulted in the incurrence of certain non-recurring charges
to earnings which also affects the comparability of results of operations for
the reported periods. The selected financial data of the Company should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements of the
Company and the notes thereto.

<TABLE>
<CAPTION>
                                                                 As of and for the Fiscal Year Ended
                                                -----------------------------------------------------------------------
                                                November 3,    October 29,     October 30,   October 31,    November 1,
                                                 2000(1)          1999           1998           1997           1996
                                                -----------    -----------     -----------   -----------    -----------
                                                            (Dollars in thousands, except per share amounts)
<S>                                              <C>            <C>            <C>            <C>            <C>
Operating Results:
Revenues                                         $ 81,015       $ 72,658       $ 87,616       $ 84,626       $ 88,880
                                                 --------       --------       --------       --------       --------

Operating profit (loss)
   from continuing operations(2)                    1,174         (3,570)         4,721          3,107         (3,223)

Interest on debt to Volt(3)                            --             --             --             (2)          (583)
Other (expense) income                                (52)           (67)          (158)            23           (632)
                                                 --------       --------       --------       --------       --------
Income (loss) from continuing
   operations before income taxes                   1,122         (3,637)         4,563          3,128         (4,438)
Income tax provision (benefit)                        787           (829)         2,049          1,473            125
                                                 --------       --------       --------       --------       --------

Income (loss) from continuing
   operations                                         335         (2,808)         2,514          1,655         (4,563)
Loss from discontinued operations                      --             --             --           (203)          (428)
                                                 --------       --------       --------       --------       --------
Net income (loss)                                $    335       $ (2,808)      $  2,514       $  1,452       $ (4,991)
                                                 ========       ========       ========       ========       ========

Basic and diluted earnings (loss) per share
   from continuing operations                    $   0.06       $  (0.49)      $   0.43       $   0.28       $  (0.88)
Basic and diluted loss per share
   from discontinued operations                        --             --             --          (0.03)         (0.08)
                                                 --------       --------       --------       --------       --------
Basic and diluted earnings (loss) per share      $   0.06       $  (0.49)      $   0.43       $   0.25       $  (0.96)
                                                 ========       ========       ========       ========       ========

Total assets                                     $ 51,196       $ 52,681       $ 56,254       $ 53,596       $ 59,285
</TABLE>


(1)     The 2000 fiscal year was comprised of 53 weeks; the other reported
        fiscal years were each comprised of 52 weeks.

(2)     Includes rent and other expenses charged by Volt of $1,415 (2000),
        $1,036 (1999), $992 (1998), $1,371 (1997), and $1,246 (1996).

(3)     A substantial portion of indebtedness to Volt was incurred prior to
        1987. All indebtedness to Volt was contributed to Autologic's capital
        upon completion of the Merger. Accordingly, interest on such
        indebtedness was substantially eliminated following the Merger.

(4)     No dividends have been declared by AII or Autologic during the five
        years ended November 3, 2000.



                                       12
<PAGE>   13

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General

The information which appears below relates to prior periods, the results of
operations for which periods are not necessarily indicative of the results which
may be expected for any subsequent periods. Management has made no predictions
or estimates as to future operations, and no inferences as to future operations
should be drawn.

FISCAL YEAR ENDED NOVEMBER 3, 2000 (53 WEEKS) COMPARED TO THE FISCAL YEAR ENDED
OCTOBER 29, 1999 (52 WEEKS)

Results of Operations

In fiscal 2000 revenues increased by $8,357,000, or 11.5%, due to an increase of
$9,088,000, or 19.1%, in sales of systems and equipment, partially offset by a
decrease of $731,000, or 2.9%, in customer service and support sales. The
increase in systems and equipment sales was primarily due to sales of the
Company's new data storage products to domestic OEM customers and increased
sales of the Company's new wide Computer-to-Plate (CTP) in Latin America and
Europe. Presently the price of CTP plates is relatively high, which has delayed
many potential users, domestically, from investing in the CTP technology. As
this technology becomes more widespread, plate prices should decline and sales
of CTP equipment are expected to increase on a worldwide basis. The decrease in
customer service and support sales was due to a decline in domestic service
contracts being issued as a result of the lower systems and equipment sales
domestically on which we offer customer service contracts.

Overall gross margins increased from 36.8% of revenues in fiscal 1999 to 37.1%
of revenues in fiscal 2000 due to higher service and support margins, which
increased 9.2 percentage points (from 24.5% to 33.7%) partially offset by lower
margins on systems and equipment which decreased 4.8 percentage points (from
43.4% to 38.6%). The increase in service and support margins was due to higher
margins domestically, due to lower spare and warranty costs during the period.
The decrease in systems and equipment margins was due to discounting in response
to competition and slightly higher manufacturing costs during the period. The
higher manufacturing costs resulted from higher material costs for 3850 imagers
due to lower production volumes, lower discounts provided by vendors and
unfavorable manufacturing variances associated with the roll-out of the
Company's new wide versions of the 3850 film imager and Computer-to-Plate (CTP).
Typically, manufacturing variances are high on new products. However, as the
production quantity increases the material and labor variances are expected to
reduce.

Operating expenses decreased by $28,000 from $19,957,000 in fiscal 1999 to
$19,929,000 in fiscal 2000 due to cost cutting measures implemented by the
Company since October 1999. Included in operating results for each of fiscal
2000 and 1999 are amortization charges of $552,000 of goodwill resulting from
the merger of Triple-I into the Company. Amortization of this goodwill will be
completed at the end of the first quarter of fiscal 2001. Accordingly, only
$138,000 of such amortization will be charged to earnings in fiscal 2001.
Operating expenses expressed as a percentage of sales decreased 2.9 percentage
points (from 27.5% to 24.6%) due to the lower level of expenditures and higher
sales volume.

Research, development and engineering expenditures in fiscal 2000 decreased
$1,400,000, or 14.6%, to $8,170,000 from $9,570,000 in fiscal 1999. In February
2000, the Company terminated sales and engineering activities on its Laser
Cinema Recorder. In addition, engineering costs (which were high in fiscal 1999)
decreased as development expenses wind down on the wide 3850 film imager and
wide CTP. Expressed as a



                                       13
<PAGE>   14

percentage of sales, these expenses decreased from 13.2% to 10.1% due to the
lower level of expenditures and higher sales volume.

The $169,000 increase in interest income was due to higher average (over the
twelve-month period) cash balances and slightly higher average rates of return
in the fiscal 2000 period than in the comparable period in fiscal 1999.

A foreign exchange loss of $280,000 was realized in fiscal 2000 compared to
$292,000 in fiscal 1999. The loss in both years was due to unfavorable currency
movements in the foreign currency markets. The impact of currency movements was
mitigated by the Company's policy of purchasing foreign currency options to
reduce the potential impact from foreign currency changes on the Company's
foreign currency receivables and firm commitments (see Note M of Notes to
Consolidated Financial Statements).

The tax benefit in fiscal 1999 was due to a loss in that year. The effective tax
rate (70.2%) in fiscal 2000 was primarily due to goodwill, change in valuation
allowance and tax effect of foreign operations partially offset by certain tax
credits.

FISCAL YEAR ENDED OCTOBER 29, 1999 (52 WEEKS) COMPARED TO THE FISCAL YEAR ENDED
OCTOBER 30, 1998 (52 WEEKS)

Results of Operations

In fiscal 1999, revenues decreased by $14,958,000, or 17.1%, to $72,658,000. The
decrease in revenues resulted from a $13,221,000, or 21.8%, decrease in sales of
systems and equipment and a decrease of $1,737,000, or 6.4%, in customer service
sales. The decrease in sales of systems and equipment was due to decreased
foreign, principally in Latin America, and domestic sales. The lower domestic
sales were due to the postponement of purchases by customers awaiting a
determination of whether any Year 2000 issues would arise, a decline in sales of
the Company's Laser Cinema Recorder (LCR) and a decline in sales of 3850 film
imagers without a concurrent increase in Computer-to-Plate (CTP) sales. CTP
products were designed as an enhancement upon the 3850 film imager. Comparative
sales were also effected by the fact that, in fiscal 1998, many customers
increased their purchases to replace older equipment. Customers who had replaced
and tested their systems were deferring making new purchases in 1999 until after
December 31, 1999 to avoid Year 2000 concerns. The lower sales in Latin America
and a continued weakness of sales in the Far East since fiscal 1998 were the
result of the economic problems in these regions, and may continue to impact
sales until these foreign economies strengthen. The decline in LCR sales is due
primarily to competition and a general softness in the market. Customer service
and support sales decreased, primarily domestically, as older, proprietary, full
service contracts have been replaced with new systems (due to the Year 2000
upgrading) that require less maintenance and, as a result, generate lower
service and support revenue.

Gross margins decreased 3.7 percentage points from 40.5% to 36.8% due to lower
systems and equipment margins and lower customer service margins. Systems and
equipment margins decreased 3.3 percentage points from 46.7% to 43.4% due to
higher manufacturing costs associated with the roll-out of the Company's new
wide versions of its CTP and film recorder products. Customer service margins
decreased by 2.1 percentage points from 26.6% to 24.5% due to lower revenue and
higher warranty costs.

Operating expenses decreased by $1,492,000, or 7.0%, from $21,449,000 in fiscal
1998 to $19,957,000 in fiscal 1999. The decrease in operating expenses was due
primarily to lower sales and somewhat lower marketing expenses and cost-cutting
measures implemented by the Company since October 1999. Expressed as a
percentage of sales, however, operating expenses increased 3.0 percentage points
from 24.5% to 27.5%.



                                       14
<PAGE>   15

Research, development and engineering expenditures in fiscal 1999 increased
$1,058,000, or 12.4%, to $9,570,000 from $8,512,000 in fiscal 1998. Expressed as
a percentage of sales, these expenses increased from 9.7% to 13.2%. The increase
was due primarily to development costs incurred in connection with the major
development of a proprietary CTP product and a wide version of both the CTP and
3850 film recorder.

Interest income remained the same in fiscal 1999 as in fiscal 1998 at $504,000.
During fiscal 1999, the Company had higher average (over the twelve-month
period) cash balances, which offset lower average rates of return, compared to
fiscal 1998.

A foreign exchange loss of $292,000 was realized in fiscal 1999 compared to
$560,000 in fiscal 1998. The loss in both years was due to unfavorable currency
movements in the foreign currency markets. The impact of the currency movements
was mitigated by the Company's policy of purchasing foreign currency options to
reduce the potential impact from foreign currency changes on the Company's
foreign currency receivables and firm commitments (see Note M of Notes to
Consolidated Financial Statements).

The Company's effective tax benefit rate was 22.8% in fiscal 1999 compared to a
tax provision rate of 44.9% in fiscal 1998. The benefit rate in fiscal 1999 is
lower than the tax provision rate in fiscal 1998 primarily due to the greater
effect of foreign tax expenses, which partially offset the domestic tax benefit.
(See Note E of Notes to Consolidated Financial Statements).

Liquidity and Capital Resources

During fiscal 2000, operating activities used $625,000 of cash flows resulting
from changes in operating assets and liabilities of $4,019,000, offset, in large
part, by the net income for the period of $335,000 and non-cash charges of
$3,059,000.

The uses of cash due to changes in operating assets and liabilities resulted
from an increase in receivables of $3,199,000 (due to the higher sales volume),
and an increase in inventories of $107,000, as well as decreases in payables
($184,000), customer advances ($510,000), income taxes payable ($334,000), and
the Company's payable to Volt ($129,000). The decrease in customer advances was
due to lower booking of orders in the last quarter. Cash used was partially
offset by cash provided from decreases in prepaid expenses and other assets of
$248,000 and an increase of $196,000 in accrued expenses.

The non-cash operating activities charges of $3,059,000 consisted of
depreciation of $2,171,000, amortization of $550,000, provision for doubtful
accounts of $44,000, losses on disposition of property of $217,000 and a
decrease in deferred income taxes of $492,000, offset, in part, by a gain of
$415,000 in foreign currency translation.

Investing activities used $1,549,000 for the purchase of property and equipment,
primarily for test equipment ($321,000), development equipment ($530,000) and
leasehold improvements ($287,000). The Company has no unusual or significant
expenditures planned for fiscal year 2001.

As a result of the foregoing, during fiscal 2000, cash and cash equivalents
decreased by $1,520,000. The Company's working capital as of November 3, 2000
was $29,324,000, which includes $11,901,000 in cash and cash equivalents. These
resources are anticipated to be sufficient to meet the Company's liquidity and
capital needs in the normal course of business for the foreseeable future.



                                       15
<PAGE>   16

The Effect of New Accounting Pronouncements

In June 1998, the FASB issued Statement 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No 133). The provisions of SFAS No.
133 require companies to record all derivative instruments as assets or
liabilities at fair value. In June 1999, the FASB issued Statement 137, which
deferred the effective date of SFAS 133. The Company does not expect that
effects of adopting this new standard in fiscal 2001 will be material.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101
provides guidance on the recognition, presentation and disclosure of revenues in
financial statements and requires adoption no later than the fourth quarter of
fiscal 2001. The Company has evaluated the impact of SAB 101 and its resulted
interpretations and determined that it will not have a material effect on the
Company's consolidated financial position and results of operations.

Impact of the Euro

Several European countries adopted as of January 1, 1999, and others are
expected to adopt, a Single European Currency (the "Euro") with a transition
period continuing through January 1, 2002. The Company believes, based on its
experience to date, that its internal systems are and will continue to be Euro
compatible without material modification cost. Further, the Company has not
experienced to date, and does not expect the introduction of the Euro currency
to have a material adverse impact on the Company's financial position or results
of operations.



ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK


AII maintains a portfolio of highly liquid cash equivalents maturing in three
months or less from the date of purchase. Given the short-term nature of these
investments, the Company is not subject to significant principal risk. However,
the Company's yield return on future short-term investments could be affected at
the time of reinvestment as a result of intervening events. The Company
presently has no borrowings and, accordingly, does not purchase interest rate
swaps or other instruments to hedge against interest rate fluctuations.

A significant portion of AII's operations consists of sales activities in
foreign locations, as the Company sells its products worldwide. The Company's
financial results, therefore, can be significantly impacted by factors such as
changes in foreign currency exchange rates or weak economic conditions in
foreign markets, such as is currently being experienced in Latin America and the
Far East. Although all of AII's sales are denominated in U.S. dollars, the
Company's foreign operations are net payers in currencies other than the U.S.
dollar. As such, the Company's operating results may be adversely affected by
the impacts of weaker foreign currencies relative to the U.S. dollar. To
mitigate the short-term effect of changes in currency exchange rates on its
foreign currency based expenses and receivables, the Company purchases foreign
currency option contracts to hedge the adverse impact of currency fluctuations
on its foreign currency receivables and firm commitments. Management believes
that due to its currency option positions that changes in currency rates will
not have a significant impact on the Company's results of operations.



                                       16
<PAGE>   17

ITEM 8. FINANCIAL STATEMENTS


                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



The Board of Directors and Shareholders
Autologic Information International, Inc.

We have audited the accompanying consolidated balance sheets of Autologic
Information International, Inc. and subsidiaries as of November 3, 2000 and
October 29, 1999, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended November 3, 2000. Our audits also included the financial statement
schedule listed in the index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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 consolidated financial position of Autologic
Information International, Inc. and subsidiaries at November 3, 2000 and October
29, 1999, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended November 3, 2000 in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.


                                       ERNST & YOUNG LLP





Woodland Hills, California
December 8, 2000



                                       17
<PAGE>   18

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 November 3,     October 29,
                                                                                    2000            1999
                                                                                 ----------      ----------
                                                                                    (Dollars in thousands)
<S>                                                                              <C>             <C>
ASSETS

CURRENT ASSETS
   Cash and cash equivalents -- See Notes C and M                                $  11,901       $  13,421
   Accounts receivable less allowance for doubtful
     accounts of $1,196 (2000) and $1,501 (1999) -- See Note M and Schedule II      14,497          12,478
   Inventories-See Notes C and D                                                    11,144          11,037
   Deferred income taxes -- See Notes C and E                                        4,260           4,380
   Receivable from Volt -- See Note N                                                   45              --
   Prepaid expenses and other assets                                                 1,214           1,460
                                                                                 ---------       ---------
         Total current assets                                                       43,061          42,776

PROPERTY AND EQUIPMENT, at cost, net of
   accumulated depreciation and amortization
   of  $8,008 (2000) and $7,150 (1999) -- See Note C                                 4,550           5,389

DEFERRED INCOME TAXES -- See Notes C and E                                           3,396           3,768

EXCESS OF PURCHASE PRICE OVER NET ASSETS
   ACQUIRED, net of accumulated amortization of $2,615 (2000)
   and $2,065 (1999) -- See Notes B and C                                              138             688

OTHER ASSETS                                                                            51              60
                                                                                 ---------       ---------
                                                                                 $  51,196       $  52,681
                                                                                 =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                              $   3,715       $   4,242
   Payable to Volt -- See Note N                                                        --              84
   Accrued payroll and related liabilities                                           3,187           3,291
   Accrued expenses                                                                  2,286           2,148
   Customer advances                                                                 4,285           5,194
   Income taxes payable -- See Notes C and E                                           264             598
                                                                                 ---------       ---------
         Total current liabilities                                                  13,737          15,557

COMMITMENTS AND CONTINGENCIES -- See Notes H, I and N

STOCKHOLDERS' EQUITY -- See Notes B, C, F and G
   Preferred stock, par value $0.01
     Authorized -- 1,000,000 shares; issued -- none                                     --              --
   Common stock, par value $0.01
     Authorized -- 12,000,000 shares; issued and
         outstanding 5,787,970 shares (2000 and 1999)                                   58              58
Paid-in capital                                                                    112,620         112,620
Accumulated deficit                                                                (75,219)        (75,554)
                                                                                 ---------       ---------
                                                                                    37,459          37,124
                                                                                 ---------       ---------
                                                                                 $  51,196       $  52,681
                                                                                 =========       =========
</TABLE>



                             See accompanying notes




                                       18
<PAGE>   19

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Year Ended
                                                   -----------------------------------------
                                                   November 3,    October 29,    October 30,
                                                      2000           1999           1998
                                                   ----------     ----------     -----------
                                                    (In thousands, except per share amounts)
<S>                                                 <C>            <C>            <C>
REVENUES -- See Note C
   Systems and equipment                            $ 56,546       $ 47,458       $ 60,679
   Customer service and support                       24,469         25,200         26,937
                                                    --------       --------       --------
                                                      81,015         72,658         87,616
                                                    --------       --------       --------
OPERATING COSTS AND EXPENSES
   Cost of systems and equipment                      34,705         26,867         32,338
   Cost of customer service and support               16,225         19,022         19,784
                                                    --------       --------       --------
                     Gross margin                     30,085         26,769         35,494

   Operating expenses                                 19,929         19,957         21,449
   Research, development and engineering               8,170          9,570          8,512
   Charges from Volt -- See Notes B and N
     Rent                                                776            776            776
     General and administrative                           36             36             36
                                                    --------       --------       --------


OPERATING INCOME (LOSS)                                1,174         (3,570)         4,721
                                                    --------       --------       --------
OTHER (EXPENSE) INCOME
   Interest income                                       673            504            504
   Foreign exchange loss -- See Notes C and M           (280)          (292)          (560)

   Other, net                                           (445)          (279)          (102)
                                                    --------       --------       --------

                                                         (52)           (67)          (158)
                                                    --------       --------       --------

INCOME (LOSS)
   BEFORE INCOME TAXES                                 1,122         (3,637)         4,563

INCOME TAX PROVISION (BENEFIT) --
   See Notes C and E                                     787           (829)         2,049
                                                    --------       --------       --------



NET INCOME (LOSS)                                   $    335       $ (2,808)      $  2,514
                                                    ========       ========       ========


BASIC AND DILUTED EARNINGS (LOSS)
     PER SHARE -- See Note C and F                  $   0.06       $  (0.49)      $  0. 43
                                                    ========       ========       ========

Average number of shares outstanding -- Basic          5,788          5,788          5,788
                                                    ========       ========       ========

Average number of shares outstanding -- Diluted        5,788          5,788          5,789
                                                    ========       ========       ========
</TABLE>



                             See accompanying notes



                                       19
<PAGE>   20

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                        Common Stock
                                       $0.01 Par Value
                                  ------------------------       Paid-In      Accumulated
                                   Shares          Amount        Capital        Deficit          Total
                                  ---------      ---------      ---------     -----------      ---------
                                                         (Dollars in thousands)

<S>                               <C>            <C>            <C>           <C>              <C>
Balance at October 31, 1997       5,787,970      $      58      $ 112,620      $ (75,260)      $  37,418

     Net income for the year             --             --             --          2,514           2,514
                                  ---------      ---------      ---------      ---------       ---------

Balance at October 30, 1998       5,787,970             58        112,620        (72,746)         39,932

    Net loss for the year                --             --             --         (2,808)         (2,808)
                                  ---------      ---------      ---------      ---------       ---------

Balance at October 29, 1999       5,787,970             58        112,620        (75,554)         37,124
                                  ---------      ---------      ---------      ---------       ---------


    Net income for the year              --             --             --            335             335
                                  ---------      ---------      ---------      ---------       ---------

Balance at November 3, 2000       5,787,970      $      58      $ 112,620      $ (75,219)      $  37,459
                                  =========      =========      =========      =========       =========
</TABLE>



                             See accompanying notes



                                       20
<PAGE>   21

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                    Year Ended
                                                                      --------------------------------------
                                                                      November 3,  October 29,    October 30,
                                                                         2000          1999          1998
                                                                      ----------   ----------     ----------
                                                                              (Dollars in thousands)

<S>                                                                   <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                   $   335       $(2,808)      $ 2,514
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:

       Depreciation                                                      2,171         2,258         2,211
       Amortization                                                        550           549           552
       Provision for doubtful accounts                                      44           522           196
       (Gains) losses on foreign currency translation                     (415)         (341)          298
       Losses on dispositions of property and equipment                    217            --            47
       Decrease (increase) in deferred income taxes                        492        (1,496)        1,266
       Changes in operating assets and liabilities:
         (Increase) decrease  in accounts receivable                    (3,199)        4,570          (673)
         (Increase) decrease in inventories                               (107)          273        (3,081)
         Decrease (increase) in prepaid expenses and other assets          248           (90)        1,313
         Decrease in accounts payable                                     (184)         (427)         (640)
         Increase (decrease) in accrued expenses,
           accrued payroll and related liabilities,
           and accrued restructuring costs                                 196        (1,106)          210
         (Decrease) increase in customer advances                         (510)          786           391
         (Decrease) increase in income taxes payable                      (334)          242           356
         Decrease in payable to Volt                                      (129)         (118)          (63)
                                                                       -------       -------       -------


NET CASH (APPLIED TO) PROVIDED BY
   OPERATING ACTIVITIES                                                $  (625)      $ 2,814       $ 4,897
                                                                       -------       -------       -------
</TABLE>



                             Continued on next page



                                       21
<PAGE>   22

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


<TABLE>
<CAPTION>
                                                                                      Year Ended
                                                                       -----------------------------------------
                                                                       November 3,   October 29,     October 30,
                                                                          2000           1999           1998
                                                                       ----------    ----------      -----------
                                                                               (Dollars in thousands)

<S>                                                                    <C>            <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from disposal of property
       and equipment                                                   $     --       $     --       $    145
     Purchases of property and equipment                                 (1,549)        (1,808)      (2, 299)
                                                                       --------       --------       --------

NET CASH APPLIED TO
   INVESTING ACTIVITIES                                                  (1,549)        (1,808)      (2, 154)
                                                                       --------       --------       --------

   Effect of exchange rate changes on cash                                  654            544           (324)
                                                                       --------       --------       --------

NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                                      (1,520)         1,550          2,419

Cash and cash equivalents, beginning of period                           13,421         11,871          9,452
                                                                       --------       --------       --------

CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                                      $ 11,901       $ 13,421       $ 11,871
                                                                       ========       ========       ========


SUPPLEMENTAL CASH TRANSACTIONS
    Cash paid during the period:
     Interest expense                                                  $      1       $      1       $      9
     Income taxes                                                      $    808       $    487       $    256

SUPPLEMENTAL NON-CASH TRANSACTIONS
</TABLE>

During 2000, 1999 and 1998, the Company wrote off fully depreciated fixed assets
of approximately $1,077,000, $700,000 and $1,375,000, respectively.



                             See accompanying notes




                                       22
<PAGE>   23

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A--DESCRIPTION OF BUSINESS

Autologic Information International, Inc. and its subsidiaries (collectively
"AII" or the "Company") design, develop, manufacture, assemble, integrate,
market, sell and service computerized image-setting and publication systems
equipment and software that automate the various pre-press production steps in
the publishing process. The products are primarily marketed and sold to the
newspaper publishing industry, the commercial printing industry and other
organizations having internal publishing facilities or data storage
requirements.

NOTE B--FORMATION OF THE COMPANY AND MERGER

The Company was incorporated in Delaware on September 5, 1995 as a wholly owned
subsidiary of Volt Information Sciences, Inc. ("Volt"). On January 29, 1996,
pursuant to the terms of an Agreement and Plan of Merger (the "Merger
Agreement") dated October 5, 1995, as subsequently amended, among the Company,
Volt, Autologic, Incorporated (a subsidiary of Volt, "Autologic") and
Information International, Inc. ("Triple-I"), each of Autologic and Triple-I
were merged into the Company and Volt contributed to the Company the capital of
certain foreign subsidiaries of Volt (collectively, the "Merger").

Pursuant to the Merger Agreement, Volt, through its wholly-owned subsidiary Nuco
I, Ltd., received 3,337,000 shares of the Company's common stock and the
stockholders of Triple-I received 2,429,870 shares of the Company's common
stock, based on one share of the Company being issued for each outstanding share
of Triple-I (including 58,500 shares issued to Volt for Triple-I common stock
owned by Volt prior to the Merger).

On June 25, 1995, the date the general terms of the Merger were agreed to and
announced, Triple-I had outstanding options to purchase approximately 594,000
shares of its common stock. In accordance with Triple-I's stock option plans,
each outstanding Triple-I option automatically became fully vested and
immediately exerciseable upon consummation of the Merger. As part of the Merger
Agreement, the parties agreed to a formula to limit the dilution of Volt's
percentage ownership in the Company as a result of the exercise of those
Triple-I options. Under that formula, Volt is to receive 100 shares of the
Company's common stock for every 590 shares of the Company common stock issued
with respect to Triple-I options exercised subsequent to June 25, 1995, up to a
maximum of 100,000 shares. Between June 25, 1995 and November 3, 2000, 51,250
shares have been issued upon the exercise of Triple-I options, and Volt has
received 8,600 shares of the Company's common stock with respect to such
exercises. Accordingly, Volt owned beneficially 3,400,186 shares (59%) of the
Company's common stock as of November 3, 2000. Of such options, options to
purchase 144,900 shares of the Company's common stock remained outstanding on
November 3, 2000 at an exercise price of $4.25 per share and expiring from
November 4, 2008 to December 9, 2008.

As the Company, Autologic and the Volt Subsidiaries were under common control,
the merger of Autologic and the transfer of the stock of the Volt Subsidiaries
to the Company has been accounted for on a pooling of interest basis.
Accordingly, the assets and liabilities of such entities and their stockholders'
equity accounts have been accounted for at their historical carrying amounts.
The merger of Triple-I has been accounted for under the purchase method of
accounting and, accordingly, the purchase price, which was based on the quoted
market price of the Triple-I common stock at the time the general terms of the
acquisition were agreed to and announced, plus the value of stock options issued
in exchange for outstanding stock options of Triple-I, has been allocated to net
assets based upon their estimated fair values. A $2,753,000 excess of the
purchase price over the estimated fair value of Triple-I's identifiable assets,
including the estimated future tax benefits of Triple-I's net operating loss
carryforwards and deductible temporary differences, was recorded on the
effective



                                       23
<PAGE>   24

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE B--FORMATION OF THE COMPANY AND MERGER--Continued

date of the Merger and is being amortized over a five-year period. Amortization,
at the monthly rate of $46,000 will be concluded February 4, 2001 at the end of
the first quarter of fiscal 2001. The operating results of Triple-I have been
included in the Company's consolidated financial statements since the date of
the Merger, which was limited to five days of operations for the first quarter
of 1996, but are included for the second, third and fourth quarters of 1996. A
liability for restructuring costs incurred prior to the Merger provided for
estimated costs related to closing of certain facilities of Triple-I. During
fiscal 1999, all remaining restructuring costs ($1,014,000) were settled and the
liability was eliminated.

NOTE C-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year: The Company's fiscal year consists of the 52 or 53 weeks ending on
the Friday nearest October 31. The 2000 fiscal year was comprised of 53 weeks;
fiscal years 1999 and 1998 were each comprised of 52 weeks. In 2001, the
Company's fiscal year will end on Sunday, November 4, 2001 and thereafter on the
Sunday nearest October 31.

Consolidation: The consolidated financial statements include the accounts of the
Company and its subsidiaries after elimination of all significant intercompany
balances and transactions. Certain reclassifications of prior year amounts have
been made for purposes of consistent presentation.

Estimates and Assumptions: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

As of the date of the Merger, a deferred tax asset was established representing
the estimated future tax benefit anticipated to be realized from the use of
Triple-I's net operating loss carryforward and deductible temporary differences
and the Company's deductible temporary differences existing at the date of the
Merger to reduce anticipated taxable income of the Company to be realized
subsequent to the Merger. The Company believes that it is more likely than not
that such tax benefits will continue to be realized based on the combined
companies' past and anticipated future results of operations and after
considering provisions of the tax law, such as the change in ownership
provisions, that restrict the future use of Triple-I's tax benefits.

Stock Based Compensation: The Company accounts for its stock-based compensation
arrangements under the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees" (Note F).

Revenue Recognition: Revenues are recognized when products are shipped and
services are rendered. The Company also generates revenues from support and
maintenance contracts, which generally provide for the Company to provide
technical support and maintenance to its customers on its products. Support and
maintenance revenues are recognized ratably over the contract periods.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101
provides guidance on the recognition, presentation and disclosure of revenues in
financial statements and requires adoption no later than the fourth quarter of
fiscal 2001. The Company has evaluated the impact of SAB 101 and its resulted
interpretations and determined that it will not have a material effect on the
Company's consolidated financial position and results of operations.



                                       24
<PAGE>   25

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE C--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--Continued

Cash Equivalents: Cash equivalents consist of investments in short-term, highly
liquid securities having an initial maturity of three months or less.

Inventories: Inventories are stated at the lower of cost (first-in first-out) or
market.

Long-Lived Assets: The Company reviews for the impairment of long-lived assets
and certain identifiable intangibles whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. No such
impairment indicators have been identified by the Company. An impairment loss
would be recognized when estimated future cash flows expected to result from the
use of the asset and its eventual disposition are less than its carrying amount.

Property and Equipment: Property and equipment are stated at cost, net of
depreciation and amortization which are provided on the straight-line method
over their estimated useful lives, generally as follows:

Equipment - 3 to 7 years
Leasehold improvements - length of lease or life of asset, whichever is shorter.

Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                     2000                                           1999
                                     --------------------------------------       ---------------------------------------
                                     Property                                     Property
                                        and          Lease-                          and          Lease-
                                     Equipment        hold           Total        Equipment        hold           Total
                                     ---------      --------       --------       ---------      --------       --------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Property and equipment, at cost      $  9,880       $  2,678       $ 12,558       $ 10,066       $  2,473       $ 12,539
Accumulated depreciation
  and amortization                     (6,604)        (1,404)        (8,008)        (6,143)        (1,007)        (7,150)
                                     --------       --------       --------       --------       --------       --------
Net property and equipment           $  3,276       $  1,274       $  4,550       $  3,923       $  1,466       $  5,389
                                     ========       ========       ========       ========       ========       ========
</TABLE>


Intangible Assets: Intangible assets principally consist of the unamortized
balances of the excess of cost over the fair value of the net assets of
companies acquired. The intangibles are being amortized using the straight-line
method over five years ending February 4, 2001 (see Note B).

Income Taxes: Income taxes are provided using the liability method (see Note E).

Translation of Foreign Currencies: The U.S. dollar is the Company's functional
currency throughout the world. Foreign currency gains and losses resulting from
the translation of the foreign currency financial statements of certain
subsidiaries and foreign currency transactions are included in the results of
operations.

Foreign Exchange Contracts: Gains and losses on foreign currency option and
forward contracts designated as hedges of existing assets and liabilities and of
identifiable firm commitments are deferred and included in the measurement of
the related foreign currency transaction (see Note M).

Advertising: The Company expenses the production cost of advertising the first
time the advertising takes place. Advertising expense totaled $1,400,000,
$1,400,000, and $1,300,000 for the years ended November 3, 2000, October 29,
1999, October 30, 1998, respectively.



                                       25
<PAGE>   26

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE C--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--Continued


Per Share Data: The Company calculates per share data in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share". Under SFAS No. 128 earnings per share data is calculated for basic and
diluted earnings per share. Basic earnings per share excludes dilutive
securities, including stock options, and is calculated using the weighted
average common shares outstanding for the period. Diluted earnings per share
reflects the dilution to earnings that would occur if stock options and other
dilutive securities resulted in the issuance of common stock. In 2000 and 1999
all, and in 1998 all but 1,000 common stock equivalent shares from stock options
(280,900, 332,500 and 159,000 in 2000, 1999 and 1998, respectively), have been
excluded from the computation of diluted earnings per share because the effect
would be antidilutive, since the option prices were greater than the average
market prices of the Company's common stock during the years and, in fiscal
1999, due to the loss sustained.


Comprehensive Income: While SFAS No. 130 was adopted in the year ended October
29, 1999, there were no items of comprehensive income and no impact on the
Company's results of operations for the years ended November 3, 2000 and October
29, 1999, and therefore no further disclosures have been made.


Segment Reporting: In June 1997, the FASB issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information". This statement
establishes standards for the way companies report information about operating
segments in annual financial statements. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. Based on the provisions of SFAS 131 and the manner in which its chief
operating decision maker analyzes the business, the Company has determined that
it does not have separately reportable operating segments (see Note J).


Accounting for Derivatives: In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS No. 137, which is required to be adopted in years beginning after June 15,
2000. Management does not anticipate that the adoption of SFAS No. 133 will have
a significant effect on earnings or the financial position of the Company.



                                       26
<PAGE>   27

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE D--INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                   November 3,         October 29,
                                                      2000                1999
                                                   ----------          ----------
                                                        (Dollars in thousands)

<S>                                                <C>                 <C>
Service parts                                       $   928              $ 1,170
Materials                                             7,583                6,205
Work-in-process                                       1,548                1,910
Finished goods                                        1,085                1,752
                                                    -------              -------
                                                    $11,144              $11,037
                                                    =======              =======
</TABLE>


NOTE E--INCOME TAXES

<TABLE>
<CAPTION>
                                                        For the Fiscal Year Ended
                                                 ---------------------------------------
                                                 November 3,   October 29,   October  30,
                                                    2000          1999          1998
                                                 ----------    ----------    -----------
                                                          (Dollars in thousands)

<S>                                              <C>           <C>           <C>
The components of income (loss)
before income taxes based on the location of
operations, consist of the following:
   Domestic                                       $ 1,165       $(3,366)      $ 4,795
   Foreign                                            (43)         (271)         (232)
                                                  -------       -------       -------
                                                  $ 1,122       $(3,637)      $ 4,563
                                                  =======       =======       =======

Income tax provision (benefit) includes:
Current:
   Federal                                        $    10       $    13       $   177
   Foreign                                            197           623           455
   State and local                                     88            31           151
                                                  -------       -------       -------
     Total current                                    295           667           783
                                                  -------       -------       -------

Deferred:
   Federal                                            592        (1,048)        1,513
   Foreign                                            (88)         (310)         (316)
   State and local                                    (12)         (138)           69
                                                  -------       -------       -------
     Total deferred                                   492        (1,496)        1,266
                                                  -------       -------       -------

Total income tax provision (benefit)              $   787       $  (829)      $ 2,049
                                                  =======       =======       =======
</TABLE>



                                       27
<PAGE>   28

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE E--INCOME TAXES--Continued

The consolidated effective tax rates are different than the U.S. Federal
statutory rate. The differences result from the following:

<TABLE>
<CAPTION>
                                              For the Fiscal Year Ended
                                       -------------------------------------------
                                       November 3,     October 29,     October 30,
                                          2000            1999            1998
                                       -----------     -----------     -----------
<S>                                    <C>             <C>             <C>
Statutory rate                            34.0%          (34.0%)          34.0%
Tax effect of foreign operations          10.9             6.7             1.6
State taxes                                4.4            (1.9)            3.2
Tax credits                              (30.5)             --              --
Goodwill                                  16.7             5.1             4.1
Valuation allowance                       30.5              --              --
Other - net                                4.2             1.3             2.0
                                         -----           -----           -----
Effective tax rate                        70.2%          (22.8%)          44.9%
                                         =====           =====           =====
</TABLE>

Deferred income taxes reflect the net tax effects of changes in the temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                           November 3,      October 29,
                                              2000             1999
                                           ----------       -----------
                                              (Dollars in thousands)
<S>                                        <C>              <C>
  Deferred tax assets:
   Allowance for doubtful accounts          $   366          $   566
   Inventory valuation                        1,999            1,866
   Net operating loss carryforwards           2,847            3,345
   Vacation accruals                            533              495
   Foreign asset basis                        1,100            1,013
   Foreign tax credits                          518              518
   Warranty accruals                            225              302
   R & D tax credit                             242               --
   Other -- Net                                 168               43
                                            -------          -------

   Total deferred tax assets                  7,998            8,148
   Valuation allowance                         (342)              --
                                            -------          -------

Total deferred tax assets (net)             $ 7,656          $ 8,148
                                            =======          =======
Balance sheet classification:
   Current assets                           $ 4,260          $ 4,380
   Non-current assets                         3,396            3,768
                                            -------          -------

Total deferred tax assets                   $ 7,656          $ 8,148
                                            =======          =======
</TABLE>


As of November 3, 2000, the Company had a net operating loss carryforward of
$7,495,000, of which $23,000 expires in 2009, $3,169,000 expires in 2011,
$2,224,000 expires in 2012 and $2,079,000 expires in 2014.



                                       28
<PAGE>   29

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE E--INCOME TAXES--Continued

As of November 3, 2000, the Company had foreign tax credit carryforwards of
$518,000, which expire from 2002 through 2004. For financial statement purposes,
a valuation allowance of $342,000 has been recognized to reflect the uncertainty
of the availability of a portion of these credits.

As of November 3, 2000, certain foreign subsidiaries had undistributed earnings
aggregating $1,789,000, which are considered permanently invested; accordingly,
no federal income taxes have been provided. Determination of the amount of
unrecognized deferred U.S. income tax liability is not practicable because
foreign tax credits should be available to reduce some or all of the U.S.
liability.

Prior to the Merger, Autologic and its subsidiaries were included in the
consolidated federal income tax return of Volt and were, therefore, jointly and
severally liable with Volt for any income taxes payable by the consolidated
group. Volt has agreed to indemnify the Company against any loss or liability
that may result from such inclusion.


NOTE F--STOCK OPTIONS

The Company assumed the Triple-I 1976 Employees' Stock Option Incentive Plan
("Employees' Plan" as amended November 5, 1998, the "Employees' Plan") and the
Triple-I 1992 Directors' Stock Option Plan ("Directors' Plan" as amended
November 5, 1998, the "Directors' Plan"), and has established the 1995
Employees' Incentive Stock Option Plan ("1995 Plan" as amended September 18,
1998, the "1995 Plan"). Since the assumption of the Triple-I plans, shares of
the Company have been issued instead of the shares of Triple-I. A summary of
each of these plans follows:

Employees' Plan: This plan provides for the granting, until August 2002, of
options to acquire up to 950,000 shares of common stock at a price equal to at
least 100% of the fair market value of the Company's stock on the date of grant.
Options may have terms up to ten years and may be exercised commencing one year
after the date of grant. There were no options granted under this plan in fiscal
2000. Available for future grants under this plan at November 3, 2000 were
101,100 shares (55,500 shares at October 29, 1999 and 224,500 shares at October
30, 1998).

Directors' Plan: This plan provides for the granting, until May 2004 or ten
years from the effective date of the last amendment to the plan, of options to
acquire up to 80,000 shares of common stock at a price equal to at least 100% of
the fair market value of the Company's stock on the date of grant. Options
granted have a term of ten years and vest at the rate of 20% of the number of
shares originally subject to the option annually, on a cumulative basis
commencing one year after the date of grant. There were no options granted under
this plan in fiscal 2000. Available for future grants under this plan at
November 3, 2000 and October 29, 1999 were 51,000 shares (71,000 shares at
October 30, 1998).

1995 Plan: This plan provides for the granting, until November 2005, of options
to purchase up to 150,000 shares of the Company's common stock at a price equal
to at least 100% of the fair market value of the Company's common stock on the
date of grant to employees or consultants of the Company and its subsidiaries.
Options may have terms up to ten years and vest as determined by the board or
board committee granting the option. The option granted in fiscal 2000 was an
option to purchase 15,000 shares, at market value, of the



                                       29
<PAGE>   30

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F--STOCK OPTIONS--Continued

Company's common stock, to an officer and board member of the Company. Available
for future grants under the plan at November 3, 2000 were 34,000 shares (28,000
shares at October 29, 1999 and 27,000 shares at October 30, 1998).

The following table sets forth information concerning options granted, expired
and forfeited during, and options outstanding at the end of, the reported years:

<TABLE>
<CAPTION>
                                             Employees' Plan         Directors' Plan              1995 Plan
                                           -------------------    -------------------        -------------------
                                                     Weighted                Weighted                   Weighted
                                            Number   Average        Number    Average         Number    Average
                                              of     Exercise         of     Exercise           of      Exercise
                                            Shares    Price         Shares     Price          Shares      Price
                                           --------  --------     ---------  --------        --------   --------
<S>                                        <C>       <C>          <C>        <C>             <C>        <C>
   Outstanding, October 31, 1997            85,000   $  8.05         8,000    $  9.38        123,500    $ 12.02
     Granted                                    --        --            --         --          4,000       3.75
     Expired                               (30,500)     8.00            --         --             --         --
     Forfeited                             (18,500)     8.39        (8,000)      9.38         (4,500)     12.00
                                           --------                 -------                   -------

   Outstanding, October 30, 1998            36,000      7.92            --         --        123,000      11.75
     Granted                               173,000      4.25        20,000       4.25             --         --
     Expired                               (13,500)     8.19            --         --             --         --
     Forfeited                              (5,000)     5.00            --         --         (1,000)     12.00
                                            -------               --------                   -------

   Outstanding, October 29, 1999           190,500      4.65        20,000       4.25        122,000      11.75
      Granted                                   --                      --         --         15,000       2.91
      Expired                              (21,500)     7.75            --         --             --         --
      Forfeited                            (24,100)     4.25            --         --        (21,000)   $ 10.82
                                           --------               ---------  --------        --------

   Outstanding, November 3, 2000           144,900    $ 4.25        20,000     $ 4.25        116,000    $ 10.78
</TABLE>

Price ranges of outstanding and exercisable options as of November 3, 2000 are
summarized below:

<TABLE>
<CAPTION>
                                                  Outstanding Options                        Exercisable Options
                                            -------------------------------                 --------------------
                                                        Average
                                            Number     Remaining   Weighted                 Number      Weighted
   Range of                                   of         Life       Average                   of         Average
   Exercise Prices                          Shares      (Years)      Price                  Shares        Price
   ---------------                         -------     ---------   --------                 ------      --------
<S>                                        <C>         <C>         <C>                      <C>         <C>
   Employees' Plan

     $4.25 - 4.25                          144,900         8        $ 4.25                  30,500       $ 4.25

   Directors'  Plan

      $4.25 - 4.25                          20,000         8          4.25                   4,000       $ 4.25

   1995 Plan

      $2.91 - 4.50                          18,500         9          3.17                   5,900         3.64
      $12.00 - 13.20                        97,500         4         12.22                  97,500        12.22
</TABLE>



                                       30
<PAGE>   31

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F--STOCK OPTIONS--Continued

At November 3, 2000, options to purchase 137,900 shares were exercisable at a
weighted average price of $9.86 per share.

The Company has elected to follow APB Opinion No. 25, "Accounting for Stock
Issued to Employees," to account for options granted under the stock option
plans. No compensation cost is recognized because all option exercise prices
have been equal to at least the market price of the underlying stock on the date
of grant. Had compensation cost been determined at the grant dates for awards
under the optional method provided for by SFAS No. 123, "Accounting and
Disclosure for Stock Based Compensation," pro forma net (loss) income (in
thousands) and earnings per share would have been:

<TABLE>
<CAPTION>
                                            2000            1999          1998
                                          -------         --------      --------
<S>                                       <C>             <C>           <C>
Pro forma net income (loss)               $   262         $(2,955)      $  2,512
Pro forma basic and diluted
  earnings (loss) per share               $  0.05         $ (0.51)      $   0.43
</TABLE>


The fair value of each option grant is estimated using the Black-Scholes option
pricing model with the following weighted-average assumptions used for grants in
2000, 1999, and 1998: Risk-free interest rates of 5.8%, 6%, and 4.4%,
respectively, expected volatility of .74, .69, and .67, respectively, an
expected life of the options of 5 years and no dividends. These assumptions
resulted in weighted average fair values of $2.20, $2.82, and $2.45 per share
for stock options granted in 2000, 1999, and 1998, respectively. For purposes of
pro forma disclosure, the estimated fair value of options is amortized over the
options' vesting period.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options. The Company's employee stock options have
characteristics significantly different from those of traded options, such as
vesting restrictions and extremely limited transferability. In addition, the
assumptions used in option valuation models (see above) are highly subjective,
particularly the expected stock price volatility of the underlying stock.
Because changes in these subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not provide
a reliable single measure of the fair value of its employee stock options.


NOTE G--PREFERRED STOCK

The preferred stock authorized is issuable in one or more series from time to
time at the discretion of the Company's Board of Directors. The Board is
authorized, with respect to each series, to fix its designation, powers,
preferences, rights and limitations.



                                       31
<PAGE>   32

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE H--COMMITMENTS

Future minimum rental commitments as of November 3, 2000 for all noncancelable
operating leases are as follows:

<TABLE>
<CAPTION>
         Fiscal                                              Office
          Year                             Total             Space          Equipment
         ------                            -----             ------         ---------
                                                              (Dollars in thousands)

         <S>                               <C>               <C>            <C>
         2001                              1,700             1,506             194
         2002                              1,586             1,399             187
         2003                                584               473             111
         2004                                487               424              63
         2005                                405               369              36
         Thereafter                        2,288             2,276              12
</TABLE>

Rental expense for all operating leases for fiscal years 2000, 1999, and 1998
was $1,700,000, $1,799,000, and $2,056,000, respectively. Many of the leases
also require the Company to pay property taxes, insurance and ordinary repairs
and maintenance. (See Note N)


NOTE I--CONTINGENCIES

The Company is currently involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
resolution of such claims and actions will not have a materially adverse effect
on the Company's financial position or results of operations.


NOTE J--OPERATING SEGMENTS

The Company operates in one principal operating segment which consists of
designing, developing, manufacturing, assembling, integrating, marketing,
selling and servicing computerized image-setting and publication systems and
equipment and software that automate the various pre-press production steps in
the publishing process. The Company products are primarily marketed and sold to
the newspaper publishing industry, the commercial printing industry and other
organizations having internal publishing facilities. Foreign operations are
conducted through the Company's subsidiaries. Export sales from the United
States to such entities are generally priced above cost but below end-user
prices.

Operating profit is comprised of total revenues less operating expenses. In
computing operating profit, none of the following items have been added or
deducted: interest expense, interest income, foreign exchange gain (loss), other
income (expense) and income taxes (benefit). Identifiable assets of geographic
areas are those assets that are used in the Company's operations in the
specified area.



                                       32
<PAGE>   33

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE J--OPERATING SEGMENTS--Continued

The following table contains information relating to the Company's operations in
various geographical areas:

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                       -----------------------------------------
                                                       November 3,    October 29,    October 30,
                                                          2000           1999           1998
                                                       ----------     ----------     -----------
                                                               (Dollars in thousands)
<S>                                                    <C>            <C>            <C>
   Revenues:
   United States:
     Unaffiliated United States customers               $ 43,890       $ 39,693       $ 47,829
     Affiliated United States customer                       271            197            388
     Export sales, unaffiliated foreign customers,
       principally in Canada, South and
       Central America                                     7,362          5,350          9,038
     Export sales-interarea transfers                     13,448         10,054         11,392
                                                        --------       --------       --------
                                                          64,971         55,294         68,647
   Europe:
     Unaffiliated customers
       Germany                                             7,985          8,654          6,424
       Other countries                                    15,357         11,918         15,747
                                                        --------       --------       --------
                                                          23,342         20,572         22,171
   Australia:
     Unaffiliated customers                                5,354          6,046          7,602
   Canada:
     Unaffiliated customers                                  796            800            589
   Eliminations-interarea transfers                      (13,448)       (10,054)       (11,393)
                                                        --------       --------       --------
                                                        $ 81,015       $ 72,658       $ 87,616
                                                        --------       --------       --------
Operating (loss) profit:
   United States                                        $   (538)      $ (4,675)      $  3,556
   Germany                                                   551          1,231            631
   Other European countries                                  788           (194)           369
   Australia                                                (103)          (473)          (211)
   Canada                                                    482            416            239
   Eliminations                                               (6)           125            137
                                                        --------       --------       --------
                                                        $  1,174       $ (3,570)      $  4,721
                                                        ========       ========       ========
Identifiable assets:
   United States                                        $ 43,957       $ 46,869       $ 48,606
   Germany                                                 3,758          3,886          4,542
   Other European countries                                6,403          4,932          5,973
   Australia                                               3,118          3,466          4,231
   Canada                                                    759            765            720
   Eliminations                                           (6,799)        (7,237)        (7,818)
                                                        --------       --------       --------
                                                        $ 51,196       $ 52,681       $ 56,254
                                                        ========       ========       ========
Liabilities of entities comprising the
   Company's foreign operations                         $  4,988       $  4,973       $  5,598
                                                        ========       ========       ========
</TABLE>



                                       33
<PAGE>   34

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE K--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of unaudited quarterly results of operations for
fiscal years ended November 3, 2000 and October 29, 1999, which contain 53 and
52 weeks, respectively.

<TABLE>
<CAPTION>
                                             Fiscal 2000 Quarters
                                ----------------------------------------------
                                 First        Second       Third        Fourth
                                -------      -------      -------      -------
                                (Dollars in thousands, except per share amounts)
<S>                             <C>          <C>          <C>          <C>
Net sales                       $17,648      $18,267      $21,250      $23,850
Gross profit                      6,922        7,339        7,805        8,019


Net income                      $    18      $    97      $   130      $    90
                                =======      =======      =======      =======

Basic and diluted earnings
   per share                    $    --      $  0.02      $  0.02      $  0.02
                                =======      =======      =======      =======
</TABLE>



<TABLE>
<CAPTION>
                                           Fiscal 1999 Quarters
                            ----------------------------------------------------
                              First        Second         Third          Fourth
                            --------      --------       --------       --------
                              (Dollars in thousands, except per share amounts)
<S>                         <C>           <C>            <C>            <C>
Net sales                   $ 18,796      $ 19,568       $ 16,580       $ 17,714
Gross profit                   7,367         7,414          6,211          5,777


Net income (loss)           $     30      $   (131)      $ (1,453)      $ (1,254)
                            ========      ========       ========       ========

Basic and diluted loss
   per share:               $     --      $   (.02)      $  (0.25)      $  (0.22)
                            ========      ========       ========       ========
</TABLE>



Sales are generally highest in the fourth fiscal quarter when customers are
preparing for their high-volume production period and lowest in the first fiscal
quarter due to the holiday season, which is a peak publishing period when
customers are reluctant to install and test new equipment.



                                       34
<PAGE>   35

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE L--EMPLOYEE BENEFITS

The Company has a savings plan, which permits eligible employees to make
contributions on a pre-tax salary reduction basis in accordance with the
provisions of Section 401(k) of the Internal Revenue Code. In fiscal year 2000,
the Company provided a Company contribution in the form of a 50% match of the
first 2% of salary contributed by eligible participants. Under the plan, the
Company's contributions of $152,000 in fiscal year 2000 were accrued and charged
to compensation expense. The Company did not match employee contributions in
prior years.


NOTE M--FINANCIAL INSTRUMENTS

Financial instruments which potentially subject the Company to concentrations of
credit risk are primarily cash investments and accounts receivable. At November
3, 2000, the Company's cash investments were primarily in investment grade,
short-term instruments. Concentrations of credit risk with respect to the
receivables are limited due to the large number of customers in the Company's
customer base and their dispersion across different industries and geographic
areas. The Company makes periodic evaluations of the credit worthiness of its
customers' financial condition and generally requires a deposit upon acceptance
of the order.

The Company purchases foreign currency option contracts to hedge the adverse
impact on its foreign currency receivables when the dollar strengthens against
the related foreign currencies. Foreign exchange (gains) losses in the
accompanying statements of operations include (1) any gains on option contracts,
which are recognized in income in the same period as losses on the hedged
receivables and reduced dollar amount of sales and (2) the premium cost of
option contracts, which is amortized over the contract period. At November 3,
2000, the Company owned options, all of which expire in the first quarter of
fiscal 2001, purchased at a cost of $142,250, to exchange various European
currencies for U.S. dollars in the aggregate notional amount of $4,800,000.
There are no unrealized gains or losses on these contracts at such date. The
counterparty to the currency option contracts is a major bank. Credit loss from
counterparty nonperformance is not anticipated.

The carrying amount of financial instruments, including cash and cash
equivalents, accounts receivable and accounts payable, approximated fair value
as of November 3, 2000 and October 29, 1999 due to the relatively short maturity
of these instruments.



                                       35
<PAGE>   36

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE N--RELATED PARTY TRANSACTIONS WITH VOLT

Volt pays certain insurance premiums and incurs certain other costs on behalf of
the Company and is reimbursed by the Company, which benefits from Volt's greater
purchasing power. Such costs are reflected in the Company's results of
operations.

The Company incurred $36,000 in legal fees to Volt for each of the years ended
November 3, 2000, October 29, 1999 and October 30, 1998 under a $3,000 per month
retainer arrangement that provides the Company access to Volt's in-house legal
staff.

As of November 3, 2000, the Company had $45,000 of receivables from Volt, and on
October 29, 1999 and October 30, 1998, the Company had $84,000 and $202,000,
respectively, payable to Volt.

The Company sells equipment and services to Volt for resale and internal use.
Sales to Volt, if for resale, are priced at approximately 80% of normal end-user
prices and, if for internal use, at normal end-user prices.

The following is an analysis of the intercompany account with Volt:


<TABLE>
<CAPTION>
                                                                    For the Fiscal Year Ended
                                                              --------------------------------------
                                                              November 3,   October 29,  October  30,
                                                                 2000         1999           1998
                                                              ----------    ----------   -----------
                                                                      (Dollars in thousands)
<S>                                                           <C>           <C>          <C>
Balance payable at beginning of period                         $    84       $   202       $   265
   Charges from Volt:
   Rent                                                            776           776           776
   Legal                                                            36            36            36
   Temporary staffing                                              603           224            18
                                                               -------       -------       -------
                                                                 1,415         1,036           992
                                                               -------       -------       -------
Expenditures paid by Volt
on behalf of and reimburseable by the Company:
   Insurance                                                       126            79            --
   Real estate taxes                                                86            84           121
   Foreign currency (gain) net of
       option premiums - See Note M                               (495)          (91)          167
   Other                                                           244           356           210
                                                               -------       -------       -------
                                                                   (39)          428           498
                                                               -------       -------       -------

Sales to Volt                                                      (98)         (196)         (379)
Cash transfers paid to Volt                                     (1,407)       (1,386)       (1,174)
                                                               -------       -------       -------
Balance  (receivable from) payable to Volt at end of year      $   (45)      $    84       $   202
                                                               =======       =======       =======

Average quarterly balance (receivable from) payable
   to Volt during the year                                     $   (18)      $    88       $   119
                                                               =======       =======       =======
</TABLE>



                                       36
<PAGE>   37

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE N--RELATED PARTY TRANSACTIONS WITH VOLT--Continued

A three-year lease, commencing on January 29, 1996, the effective date of the
Merger, was entered into between the Company, as lessee, and a wholly-owned
subsidiary of Volt, as lessor, for space previously occupied by Autologic as its
headquarters and manufacturing facility in Thousand Oaks, California. The
Company paid rent to Volt of $776,000 in 2000, 1999 and 1998. The lease, which
expired in January 1999 and which was based on prevailing rentals in the area,
has continued on a month-to-month basis. The lease also provides for the Company
to pay all real estate taxes, insurance, utilities and repairs related to the
facility. The Company believes these sums are fair and reasonable for the
premises.

During fiscal years 2000, 1999 and 1998, the Company's United Kingdom subsidiary
agreed to provide certain on-going financial services to Volt's European
subsidiaries, for which Volt paid the Company the sum of $64,471, $44,527 and
$73,567, respectively. The Company believes these sums are fair and reasonable
for the services provided.






ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.


PART III

The information called for by Part III (Items 10, 11, 12 and 13) of Form 10-K
(except information as to the Company's executive officers, which information
follows Item 4 in this Report) will be included in the Company's Proxy Statement
which the Company intends to file with the Securities and Exchange Commission
within 120 days after the close of its fiscal year ended November 3, 2000, and
is hereby incorporated by reference to such Proxy Statement (except for such
information that, under Securities and Exchange Commission rules, are not deemed
incorporated herein by reference).



                                       37
<PAGE>   38

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

14(a)(1). Financial Statements

        The following consolidated financial statements are included in Item 8:

<TABLE>
<CAPTION>
                                                                                     Page
<S>     <C>                                                                          <C>
        Consolidated Balance Sheets--November 3, 2000 and October 29, 1999            18
        Consolidated Statements of Operations--Years ended November 3, 2000,
          October 29, 1999 and October 30, 1998                                       19
        Consolidated Statements of Stockholders' Equity--Years ended
          November 3, 2000, October 29, 1999 and October 30, 1998                     20
        Consolidated Statements of Cash Flows--Years ended November 3, 2000,
          October 29, 1999 and October 30, 1998                                       21
        Notes to Consolidated Financial Statements.                                   23

14(a)(2). Financial Statement Schedule

        The following consolidated financial statement schedule is
          included in response to Item 14(d)

        Schedule II--Valuation and qualifying account                                S-1

        Other schedules (Nos. I, III, IV and V) for which provision is made in
        the applicable accounting regulations of the Securities and Exchange
        Commission are not required under the related instructions or are not
        applicable and, therefore, have been omitted.
</TABLE>

14(a)(3) Exhibits

<TABLE>
<CAPTION>
Exhibit  Description
-------  -----------
<S>      <C>
2.1      Agreement and Plan of Merger, dated as of October 5, 1995, as amended as
         of November 10, 1995 and December 7, 1995, among Volt Information
         Sciences, Inc., Autologic Information International, Inc. (formerly
         Autologic, Incorporated) and Information International, Inc.
         (Incorporated by reference to Appendix I to the Company's Consent
         Statement/Prospectus contained in Amendment No. 2 to the Company's
         Registration Statement on Form S-4, No. 333-99278.)

4.1      Restated Certificate of Incorporation of the Company, as filed with the
         Secretary of State of the State of Delaware on November 8, 1995.
         (Incorporated by reference to Exhibit No. 4.1 in the initial filing of
         the Company's Registration Statement on Form S-4, No. 333-99278.)

4.2      Amended and Restated Bylaws of the Company. (Incorporated by reference
         to Exhibit No. 4.2 in the initial filing of the Company's Registration
         Statement on Form S-4, No. 333-99278.)
</TABLE>



                                       38
<PAGE>   39

14(a)(3)   Exhibits (Continued)

<TABLE>
<CAPTION>
Exhibit    Description
-------    -----------
<S>        <C>
10.1(a)+*  Employment Agreement between the Company and Alvin J. Brunner.

10.1(b)+   Employment Agreement between the Company and Dennis Doolittle.
           (Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to
           the Company's Registration Statement on Form S-4, No. 333-99278.)

10.2(a)+   Triple-I's 1976 Employees' Incentive Stock Option Plan, as extended,
           amended and assumed by the Company and amended November 5, 1998.
           (Incorporated by reference to Exhibit 10.2(a) to the Company's Annual
           Report on Form 10-K for the fiscal year ended October 30, 1998, file
           No. 0-29396).

10.2(b)+   Triple-I's 1985 Directors' Stock Option Plan, as assumed by the
           Company and amended November 5, 1998. (Incorporated by reference to
           Exhibit 10.2(b) to the Company's Annual Report on Form 10-K for the
           fiscal year ended October 30, 1998, file No. 0-29396).

10.2(c)+   The Company's 1995 Stock Option Plan, as amended September 18, 1998.
           (Incorporated by reference to Exhibit 10.2(c) to the Company's Annual
           Report on Form 10-K for the fiscal year ended October 30, 1998, file
           No. 0-29396).

10.3       Lease between the Company and Volt Realty Two, Inc. (Incorporated by
           reference to Exhibit 10.3 to Amendment No. 1 to the Company's
           Registration Statement on Form S-4, No. 333-99278.)

10.4       Registration Rights Agreement between Volt Information Sciences, Inc.
           and the Company. (Incorporated by reference to Exhibit 10.5 to
           Amendment No. 1 to the Company's Registration Statement on Form S-4,
           No. 333-99278.)

10.5       Registration Rights Agreement among Fidelity International Limited,
           FMR Corp., American and Fidelity Special Situations Trust and the
           Company. (Incorporated by reference to Exhibit 10.6 to Amendment No.
           2 to the Company's Registration Statement on Form S-4, No.
           333-99278.)

21.1*      Subsidiaries of the Company

23.1*      Consent of Ernst & Young LLP, Independent Auditors
</TABLE>

----------------------

*       Filed herewith

+       Management contract or compensation plan or arrangement


14(b).  Reports on Form 8-K

The Company filed no Reports on Form 8-K during the fourth quarter of the year
ended November 3, 2000.



                                       39
<PAGE>   40

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                       AUTOLOGIC INFORMATION INTERNATIONAL, INC.

Dated:  Thousand Oaks, California
        January 25, 2001
                                       BY: /s/ William Shaw
                                           -------------------------------------
                                           William Shaw
                                           Chairman of the Board, Director and
                                           Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                             Title                                             Date
---------                             -----                                             ----
<S>                                   <C>                                               <C>
/s/William Shaw                       Chairman of the Board,                            January 25, 2001
---------------------------------     Director and Chief Executive Officer
William Shaw

/s/Anthony F. Marrelli                Chief Financial Officer and                       January 25, 2001
---------------------------------     Principal Accounting Officer
Anthony F. Marrelli

/s/ Leroy M. Bell                     Director                                          January 25, 2001
---------------------------------
Leroy M. Bell

/s/Alvin J. Brunner                   Director                                          January 25, 2001
---------------------------------
Alvin J. Brunner

/s/ Alden L. Edwards                  Director                                          January 25, 2001
---------------------------------
Alden L. Edwards

/s/ EuGene L. Falk                    Director                                          January 25, 2001
---------------------------------
EuGene L. Falk

/s/James J. Groberg                   Director                                          January 25, 2001
---------------------------------
James J. Groberg

/s/ Paul H. McGarrell                 Director                                          January 25, 2001
---------------------------------
Paul H. McGarrell

/s/Jerome Shaw                        Director                                          January 25, 2001
---------------------------------
Jerome Shaw
</TABLE>



                                       40
<PAGE>   41

           AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
Column A                                 Column B       Column C       Column D        Column E
--------                                ----------     -----------     -----------     ----------
                                                       Additions
                                        Balance at     Charged to                       Balance
                                        Beginning      Costs and                        at End
                                        of Period       Expenses       Deductions      of Period
                                        ----------     -----------     -----------     ----------

<S>                                     <C>            <C>             <C>             <C>
Description
-----------

Year ended November 3, 2000:
 Deducted from asset accounts:
  Allowance for uncollectible
  accounts                              $1,501,000     $ 44,000(1)     $349,000(2)     $1,196,000

Year ended October 29, 1999:
 Deducted from asset accounts:
  Allowance for uncollectible
  accounts                              $1,844,000     $511,000(1)     $854,000(2)     $1,501,000

Year ended October 30, 1998:
 Deducted from asset accounts:
  Allowance for uncollectible
  accounts                              $1,828,000     $196,000(1)     $180,000(2)     $1,844,000
</TABLE>


(1)     Includes foreign currency translation losses of $45,000 (2000) and
        $11,000 (1999), and a gain of $13,000 (1998).

(2)     Write-off of uncollectible accounts, net of recoveries.



                                       S-1
<PAGE>   42

Exhibit Index

<TABLE>
<CAPTION>
Exhibit    Description
-------    -----------
<S>        <C>
2.1        Agreement and Plan of Merger, dated as of October 5, 1995, as amended
           as of November 10, 1995 and December 7, 1995, among Volt Information
           Sciences, Inc., Autologic Information International, Inc. (formerly
           Autologic, Incorporated) and Information International, Inc.
           (Incorporated by reference to Appendix I to the Company's Consent
           Statement/Prospectus contained in Amendment No. 2 to the Company's
           Registration Statement on Form S-4, No. 333-99278.)

4.1        Restated Certificate of Incorporation of the Company, as filed with
           the Secretary of State of the State of Delaware on November 8, 1995.
           (Incorporated by reference to Exhibit No. 4.1 in the initial filing
           of the Company's Registration Statement on Form S-4, No. 333-99278.)

4.2        Amended and Restated Bylaws of the Company. (Incorporated by
           reference to Exhibit No. 4.2 in the initial filing of the Company's
           Registration Statement on Form S-4, No. 333-99278.)

10.1(a)+*  Employment Agreement between the Company and Alvin J. Brunner.

10.1(b)+   Employment Agreement between the Company and Dennis Doolittle.
           (Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to
           the Company's Registration Statement on Form S-4, No. 333-99278.)

10.2(a)+   Triple-I's 1976 Employees' Incentive Stock Option Plan, as extended,
           amended and assumed by the Company and amended November 5, 1998.
           (Incorporated by reference to Exhibit 10.2(a) to the Company's Annual
           Report on Form 10-K for the fiscal year ended October 30, 1998, file
           No. 0-29396.)

10.2(b)+   Triple-I's 1985 Directors' Stock Option Plan, as assumed by the
           Company and amended November 5, 1998. (Incorporated by reference to
           Exhibit 10.2(b) to the Company's Annual Report on Form 10-K for the
           fiscal year ended October 30, 1998, file No. 0-29396.)

10.2(c)+   The Company's 1995 Stock Option Plan as amended September 18, 1998.
           (Incorporated by reference to Exhibit 10.2(c) to the Company's Annual
           Report on Form 10-K for the fiscal year ended October 30, 1998, file
           No. 0-29396.)

10.3       Lease between the Company and Volt Realty Two, Inc. (Incorporated by
           reference to Exhibit 10.3 to Amendment No. 1 to the Company's
           Registration Statement on Form S-4, No. 333-99278.)

10.4       Registration Rights Agreement between Volt Information Sciences, Inc.
           and the Company. (Incorporated by reference to Exhibit 10.5 to
           Amendment No. 1 to the Company's Registration Statement on Form S-4,
           No. 333-99278.)

10.5       Registration Rights Agreement among Fidelity International Limited,
           FMR Corp., American and Fidelity Special Situations Trust and the
           Company. (Incorporated by reference to Exhibit 10.6 to Amendment No.
           2 to the Company's Registration Statement on Form S-4, No.
           333-99278.)

21.1*      Subsidiaries of the Company.

23.1*      Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
-----------------------

*       Filed herewith

+       Management contract or compensation plan or arrangement