-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SToiF0Mx4t6cNnG0Afci7R1cN2eXQQKF2VJl++ixlJbja5wz4BAQDM81NQHG/PEL NLaXaJq6UkFvYxOeb8NTAQ== 0000910680-05-000748.txt : 20051205 0000910680-05-000748.hdr.sgml : 20051205 20051205152956 ACCESSION NUMBER: 0000910680-05-000748 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shaw Linda CENTRAL INDEX KEY: 0001346050 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 617-547-0345 MAIL ADDRESS: STREET 1: 215 SANDY POND ROAD CITY: LINCOLN STATE: MA ZIP: 01773 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES, INC. CENTRAL INDEX KEY: 0000103872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 135658129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 051244050 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 FORMER COMPANY: FORMER CONFORMED NAME: VOLT INFORMATION SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 SC 13D 1 sc13dshawl081705.txt SCHEDULE 13D ----------------------------- OMB APPROVAL ----------------------------- OMB Number 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response ....... 11 ----------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Volt Information Sciences, Inc. ------------------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 928703107 --------- (CUSIP Number) Michael J. Shef, Esq. Troutman Sanders, LLP 405 Lexington Avenue New York, New York 10174 212-704-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 17, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 240.13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] CUSIP No. 928703107 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Linda Shaw - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: OO (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power 141,641 Number of ------------------------------------------------------ Shares Bene- 8. Shared Voting Power 657,331 ficially Owned By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 141,641 Person With ------------------------------------------------------ 10. Shared Dispositive Power 657,331 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 798,972 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 928703107 Page 3 of 5 Pages INTRODUCTION Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an admission by Linda Shaw that she is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purposes, and such beneficial ownership, other than the 470,307 shares directly beneficially owned by her, is expressly denied. ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (this "Schedule 13D") relates to shares of common stock, par value $0.10 per share, of Volt Information Sciences, Inc. ("Common Stock"), a New York corporation (the "Issuer"). The principal executive office of the Issuer is located at 560 Lexington Avenue, New York, NY 10022. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) and (f) This Schedule 13D is being filed on behalf of Linda Shaw, a United States citizen, as an individual, who is a psychologist with an address at 215 Sandy Pond Road, Lincoln, MA 01773. Linda Shaw is the wife of Bruce Goodman, who is a director of the Issuer. (d) and (e) Linda Shaw has not during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As more fully described in Item 4 hereof, Linda Shaw and three co-trustees are fiduciaries for the trusts described in Item 4. The shares whose transfer created the obligation to file this Schedule 13D were transferred from The William Shaw Annuity Trust (the "Trust") into the trusts described in Item 4. All of such trusts were created for estate planning purposes by William Shaw (the "Grantor"). These shares were personally held by the Grantor since the organization of the Issuer, and no funds or other consideration were borrowed or otherwise obtained for the purposes of acquiring these shares in order to place them into their respective trusts. ITEM 4. PURPOSE OF TRANSACTION. On August 17, 2005 the Trust terminated and an aggregate of 657,331 shares of Common Stock held by the Trust were distributed as follows: 328,665 shares into a trust for the benefit of CUSIP No. 928703107 Page 4 of 5 Pages Linda Shaw (the "Linda Trust") and 328,666 shares into a trust for the benefit of Deborah Shaw Sevy (the "Deborah Trust"). Four trustees were appointed as fiduciaries for each trust: Linda Shaw, Deborah Shaw Sevy, Jerome Shaw and Lloyd Frank. Linda Shaw and Deborah Shaw Sevy are the daughters of the Grantor and Jerome Shaw is the brother of the Grantor. Lloyd Frank is a director of the Issuer and Of Counsel to Troutman Sanders LLP, counsel to the Issuer. Except as has been publicly announced, there are no plans or proposals which Linda Shaw may have (or, to her knowledge, which Jerome Shaw, Lloyd Frank or Deborah Shaw Sevy may have) which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of August 17, 2005, Linda Shaw may be deemed to be the "beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of 798,972 shares of Common Stock presently outstanding, of which 470,306 shares (consisting of the shares as to which Linda Shaw has sole power to vote or to direct the vote and to dispose or direct the disposition of and the shares in the Linda Trust of which Linda Shaw is the beneficiary as well as a co-trustee) are directly beneficially owned by her, and 328,666 shares are indirectly beneficially owned by her, constituting in the aggregate approximately 5.2% of the outstanding shares of Common Stock (based on the number of shares of Common Stock represented by the Issuer in its filing on Form 10-Q for the fiscal quarter ended July 31, 2005 to be outstanding as of September 1, 2005). The number of shares as to which Linda Shaw has: sole power to vote or to direct the vote is 141,641 shared power to vote or direct the vote is 657,331 sole power to dispose or to direct the disposition of is 141,641 shared power to dispose or to direct the disposition of is 657,331 Linda Shaw shares the power to vote or to direct the vote or to dispose or to direct the disposition of the 657,331 shares in the Linda Trust and the Deborah Trust with Jerome Shaw, an individual and a citizen of the United States who is Executive Vice President and Secretary of the Issuer with an address at 2401 North Glassell Street, Orange, CA 92865, Lloyd Frank, an individual and a citizen of the United States who is Of Counsel to Troutman Sanders LLP and a director of the Issuer with an address at 405 Lexington Avenue, New York, New York 10174, and Deborah Shaw Sevy, an individual and a citizen of the United States who is a psychologist with an address at 2908 Maple CUSIP No. 928703107 Page 5 of 5 Pages Avenue, Manhattan Beach, CA 90266. To the knowledge of Linda Shaw, none of Jerome Shaw, Lloyd Frank or Deborah Shaw Sevy has during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) Except as set forth in this Item 5, Linda Shaw has not, and, to the best of her knowledge, none of Jerome Shaw, Lloyd Frank or Deborah Shaw Sevy has engaged in any transaction during the past 60 days in any shares of Common Stock. (d) The beneficiaries under the Deborah Trust and Linda Trust are entitled to receive the proceeds from the sale of the shares of Common Stock owned by such trusts. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Linda Shaw and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. /s/ Linda Shaw LINDA SHAW DATED: November 21, 2005 -----END PRIVACY-ENHANCED MESSAGE-----