-----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, PFCQg5XvXM4EDKAfWORZsWnNnjoSoivIj6YSU7XgDIWreQ0m7FXK2dOm/4wDHSTU YBwck1VaxjjIARb4OY5Dwg== 0000910680-06-000043.txt : 20060119 0000910680-06-000043.hdr.sgml : 20060119 20060119134836 ACCESSION NUMBER: 0000910680-06-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW JEROME CENTRAL INDEX KEY: 0001007671 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O VOLT INFORMATION SCIENCES INC STREET 2: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020-1579 BUSINESS PHONE: 2127042435 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 06537667 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/A 1 sc13da3-jshaw.txt AMENDMENT NO. 3 ----------------------------- OMB APPROVAL ----------------------------- OMB Number 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response ..... 11 ----------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3 to Amendment No. 18 on Schedule 13G) 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) September 2, 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/A, 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 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jerome 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 - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 130,498 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 3,498,136 By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 130,498 Person With ------------------------------------------------------ 10. Shared Dispositive Power 3,498,136 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,628,634 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 928703107 13D Page 3 of 5 Pages Item 3. Source and Amount of Funds or Other Consideration. On September 2, 2005 the Jerome Shaw Annuity Trust (the "Trust") terminated. 233,435 shares of Common Stock held by the Trust were distributed directly to Steven Shaw and 152,200 shares were distributed to the undersigned and his wife as trustees of a revocable trust for their benefit or as community property, as to which they have shared voting and investment power. The Trust was created for estate planning purposes by Jerome Shaw (the "Grantor"). These shares were personally held by the Grantor since the organization of Volt Information Sciences, Inc., a New York corporation (the "Issuer"), until the creation of the Trust. No funds or other consideration were borrowed or otherwise obtained for the purposes of acquiring these shares. Item 4. Purpose of Transaction. On September 2, 2005 the Trust terminated. 233,435 shares of Common Stock held by the Trust were distributed directly to Steven Shaw, who is the son of the Grantor. 152,200 shares were distributed to the undersigned and his wife as trustees of a revocable trust for their benefit or as community property, as to which they have shared voting and investment power (pursuant to the terms of which the undersigned may demand that these shares be transferred back to him at any time). Except as has been publicly announced, there are no plans or proposals which Jerome Shaw 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 Securities Exchange Act of 1934, as amended (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 September 2, 2005, Jerome Shaw may be deemed to be the "beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of 3,628,634 shares of Common Stock presently outstanding, of which 2,466,051 shares are directly beneficially owned by him, and 1,162,583 shares are indirectly beneficially owned, constituting in the aggregate approximately 23.7% of the outstanding shares of Common Stock (based on the number of shares of Common CUSIP No. 928703107 13D Page 4 of 5 Pages 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 Jerome Shaw has: sole power to vote or to direct the vote is 130,498* shared power to vote or direct the vote is 3,498,136 sole power to dispose or to direct the disposition of is 130,498* shared power to dispose or to direct the disposition of is 3,498,136 * The aggregate of ESOP and Plan (as such terms are defined below) share ownership has been rounded to the nearest whole number. Pursuant to the rules of the Securities and Exchange Commission respecting beneficial ownership, included are 45,000 shares which are not actually outstanding, but which are issuable upon exercise of an option held by Jerome Shaw, which is presently exercisable in full. Such shares are also considered outstanding for the purpose of computing the "Percent of Class" above. Also included are (i) 2,870.2573 shares held for the undersigned's benefit under the Company's Employee Stock Ownership Plan (the "ESOP") as at July 31, 2005, which ESOP was merged into the Company's 401(k) Savings Plan (as merged, the "Plan") as of January 1, 2000; however, separate accounts are maintained for the shares held under the ESOP and Savings Plan features of the Plan, (ii) 21,231.6433 shares held for the undersigned under the Savings Plan feature of the Plan as at July 31, 2005, (iii) 2,335,553 shares owned by the undersigned and his wife as trustees of a revocable trust for their benefit or as community property, as to which they have shared voting and investment power (pursuant to the terms of which the undersigned may demand that these shares be transferred back to him at any time), (iv) 61,396 shares owned by the undersigned as trustee under a trust for the undersigned's benefit, (v) 201,250 shares owned of record by the undersigned and his wife as trustees for one of his children (as to which the undersigned and his wife may be deemed to have shared voting and investment power, the reporting of which shares is not an admission of beneficial ownership of such 201,250 shares), (vi) an aggregate of 294,502 shares owned by the undersigned, Michael Shaw, Steven Shaw and Lloyd Frank as trustees for the undersigned's children (as to which the undersigned and the other trustees may be deemed to have shared voting and investment power, the reporting of which shares is not an admission of beneficial ownership of such 294,502 shares), (vii) 9,500 shares held in a family foundation (the reporting of which shares is not an admission of beneficial ownership of such 9,500 shares) and (viii) an aggregate of 657,331 shares owned by the undersigned, Linda Shaw, Deborah Shaw Sevy and Lloyd Frank as trustees for the children of William Shaw, the grantor of such trusts (as to which the undersigned and the other trustees may be deemed to have shared voting and investment power, the reporting of which shares is not an admission of beneficial ownership of such 657,331 shares). In addition, 6,750 shares of Common Stock are beneficially owned by the undersigned's wife as to which shares the undersigned disclaims beneficial ownership. CUSIP No. 928703107 13D Page 5 of 5 Pages (c), (d) and (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct. /s/ Jerome Shaw -------------------------------------- JEROME SHAW DATED: January __, 2006 -----END PRIVACY-ENHANCED MESSAGE-----