-----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, TG3+JIpV899eWxd811QHxz2ydHQSzX9XX5n+AQFAjAaaJbntxH3Dx70wQUgwqhvH ICRi+BPcB+JpyAI83DGWJg== 0000910680-06-000535.txt : 20060619 0000910680-06-000535.hdr.sgml : 20060619 20060619172745 ACCESSION NUMBER: 0000910680-06-000535 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060619 DATE AS OF CHANGE: 20060619 GROUP MEMBERS: DEBORAH SHAW GROUP MEMBERS: ESTATE OF WILLIAM SHAW 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: 1030 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 06913657 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shaw Linda CENTRAL INDEX KEY: 0001346050 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 617-547-0345 MAIL ADDRESS: STREET 1: 215 SANDY POND ROAD CITY: LINCOLN STATE: MA ZIP: 01773 SC 13D/A 1 sc13da1shawl031606.htm SCHEDULE 13D/A (AMENDMENT NO. 1)*

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

                                                  March 16, 2006                                                   
(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 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 928703107 Page 2 of 8 Pages


1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).    

 

Linda Shaw
   


2.

Check the Appropriate Box if Member of a Group
   

 

(a)

[ ]

 
  (b) [ ]


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
Shares
7.     Sole Voting Power

141,640
Beneficially
Owned
8.     Shared Voting Power

3,533,538
By Each
Reporting
9.     Sole Dispositive Power

141,640
Person
With

10.     Shared Dispositive Power

3,533,538
11. Aggregate Amount Beneficially Owned by Each Reporting Person   3,675,178


12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

[ ]


13.

Percent of Class Represented by Amount in Row (11)

 

23.9%


14.

Type of Reporting Person (See Instructions)

 

IN


CUSIP No. 928703107 Page 3 of 8 Pages


1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).    

 

Deborah Shaw
   


2.

Check the Appropriate Box if Member of a Group
   

 

(a)

[ ]

 
  (b) [ ]


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
Shares
7.     Sole Voting Power

153,292
Beneficially
Owned
8.     Shared Voting Power

3,533,538
By Each
Reporting
9.     Sole Dispositive Power

153,292
Person
With

10.     Shared Dispositive Power

3,533,538
11. Aggregate Amount Beneficially Owned by Each Reporting Person   3,686,830


12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

[ ]


13.

Percent of Class Represented by Amount in Row (11)

 

24.0%


14.

Type of Reporting Person (See Instructions)

 

IN


CUSIP No. 928703107 Page 4 of 8 Pages


1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).    

 

Estate of William Shaw
   


2.

Check the Appropriate Box if Member of a Group
   

 

(a)

[ ]

 
  (b) [ ]


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
Shares
7.     Sole Voting Power

0
Beneficially
Owned
8.     Shared Voting Power

2,876,207
By Each
Reporting
9.     Sole Dispositive Power

0
Person
With

10.     Shared Dispositive Power

2,876,207
11. Aggregate Amount Beneficially Owned by Each Reporting Person   2,876,207


12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

[ ]


13.

Percent of Class Represented by Amount in Row (11)

 

18.7%


14.

Type of Reporting Person (See Instructions)

 

OO


CUSIP No. 928703107 Page 5 of 8 Pages

                        INTRODUCTION

This Amendment No. 1 (“Amendment”) supplements the Schedule 13D, filed by Linda Shaw on December 5, 2005, in the following respects only (capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D).

ITEM 2.          IDENTITY AND BACKGROUND.

  (a)-(c), and (f) The persons filing this statement are Linda Shaw, as an individual, Deborah Shaw, as an individual, and the Estate of William Shaw (the “Estate”)(collectively, the “Reporting Persons”).

  LINDA SHAW and DEBORAH SHAW

  Linda Shaw, a United States citizen, is a psychologist with an address at 215 Sandy Pond Road, Lincoln, MA 01773. Linda is the wife of Bruce Goodman, who is a director of the Issuer. Deborah Shaw, a United States citizen, is a psychologist with an address at 2908 Maple Avenue, Manhattan Beach, CA 90266. Deborah Shaw is the sister of Linda Shaw.

  THE ESTATE

  The Estate, governed by the laws of the State of New York, has an address at c/o Lloyd Frank, Troutman Sanders LLP, 405 Lexington Avenue, New York, NY 10174.

(d) and (e) None of the Reporting Persons 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 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.

  Pursuant to an order of the Surrogate’s Court, County of Westchester, State of New York, dated March 16, 2006, letters testamentary were issued to Linda Shaw and Deborah Shaw appointing them executrixes (the “Executrixes”) of the Estate. Neither of the Executrixes has power individually to vote or sell shares of Common Stock held by the Estate.

ITEM 4.          PURPOSE OF TRANSACTION.

  William Shaw died on March 9, 2006. Mr. Shaw beneficially owned 2,876,207 shares of Common Stock, all of which were transferred into the Estate upon his death. As further described in Item 3, letters testamentary were issued to Linda Shaw and Deborah Shaw appointing them executrixes of the Estate. There are no plans or proposals which the Reporting Persons may have which relate to or would result in: (a) the acquisition 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)


CUSIP No. 928703107 Page 6 of 8 Pages

  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 the following dates, each of the Reporting Persons may be deemed to be the “beneficial owner” (as set forth in Rule 13d-3 under the Exchange Act) of a certain number of shares, as further described below.

  LINDA SHAW

                 As of March 16, 2006, Linda Shaw may be deemed to be the “beneficial owner” of 3,675,178 shares of Common Stock presently outstanding, of which 1,908,409 shares are directly beneficially owned by her (consisting of (i) shares as to which Linda Shaw has sole power to vote or to direct the vote and to dispose or direct the disposition of, (ii) shares in the Linda Trust of which Linda Shaw is the beneficiary as well as a co-trustee, and (iii) shares in the Estate of which Linda Shaw is a beneficiary as well as a co-executrix), and 1,766,769 shares indirectly beneficially owned by her (consisting of (i) shares in the Deborah Trust of which Linda Shaw is a co-trustee, and (ii) shares in the Estate of which Deborah Shaw is the beneficiary and Linda Shaw is a co-executrix), constituting in the aggregate approximately 23.9% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of March 10, 2006 in its filing on Form 10-Q for the fiscal quarter ended January 29, 2006. The number of shares to which Linda Shaw has:

sole power to vote or to direct the vote is
shared power to vote or direct the vote is
sole power to dispose or to direct the disposition of is
shared power to dispose or to direct the disposition of is
141,640  
3,533,538*
141,640  
3,533,538*

  Linda Shaw shares the power to vote or direct the vote or to dispose or to direct the disposition of 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 82865, 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, NY 10174, and Deborah Shaw.

  DEBORAH SHAW

                 As of March 16, 2006, Deborah Shaw may be deemed to be the “beneficial owner” of 3,686,830 shares of Common Stock presently outstanding, of which 1,920,061 shares are directly beneficially owned by her (consisting of shares as to which Deborah Shaw has sole power to vote or to direct the vote and to dispose or direct the disposition of, (ii) shares in the Deborah Trust of which Deborah Shaw is the beneficiary as well as a co-trustee, and (iii) shares in the Estate of which Deborah Shaw is a beneficiary as well as a co-executrix), and 1,766,769 shares indirectly beneficially owned by


CUSIP No. 928703107 Page 7 of 8 Pages

  her (consisting of (i) shares in the Linda Trust of which Deborah Shaw is a co-trustee, and (ii) shares in the Estate of which Linda Shaw is the beneficiary and Deborah Shaw is a co-executrix), constituting in the aggregate approximately 24.0% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of March 10, 2006 in its filing on Form 10-Q for the fiscal quarter ended January 29, 2006. The number of shares to which Deborah Shaw has:

    sole power to vote or to direct the vote is   153,292  
   shared power to vote or direct the vote is  3,533,538 *
   sole power to dispose or to direct the disposition of is  153,292  
   shared power to dispose or to direct the disposition of is  3,533,538 *

  Deborah Shaw shares the power to vote or direct the vote or to dispose or to direct the disposition of 657,331 shares in the Linda Trust and the Deborah Trust with Jerome Shaw, Lloyd Frank, and Linda Shaw.

  THE ESTATE

          As of March 9, 2006, the Estate may be deemed to be the “beneficial owner” of 2,876,207 shares of Common Stock presently outstanding, of which all 2,876,207 shares are directly beneficially owned by the Estate, constituting in the aggregate approximately 18.7% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of March 10, 2006 in its filing on Form 10-Q for the fiscal quarter ended January 29, 2006. The number of shares to which Estate has:

    sole power to vote or to direct the vote is   0  
   shared power to vote or direct the vote is  2,876,207 *
   sole power to dispose or to direct the disposition of is  0  
   shared power to dispose or to direct the disposition of is  2,876,207 *

  *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 the exercise of an option held by the Estate, 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) 2,121 shares held for the benefit of William Shaw, and now for the benefit of the Estate, under the Company’s Employee Stock Ownership Plan (the “ESOP”), 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, for which (ii) 20,475 shares were held for William Shaw, and are now held by the Estate, under the Savings Plan feature of the Plan.

          (c), (d) and (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 the Reporting Persons 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


CUSIP No. 928703107 Page 8 of 8 Pages

  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

        Exhibit 1 – Letters Testamentary appointing Linda Shaw and Deborah Shaw as executrixes of the Estate.

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/ Linda Shaw                
Name:   LINDA SHAW, as an Individual


/s/ Deborah Shaw

Name:    DEBORAH SHAW, as an Individual


THE ESTATE OF WILLIAM SHAW,


/s/ Linda Shaw

By:     LINDA SHAW, as co-executrix of the Estate of
                William Shaw


/s/ Deborah Shaw

By:    DEBORAH SHAW, as co-executrix of the
                Estate of William Shaw

DATED:    June 16, 2006

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