INTRODUCTION
This Amendment No. 3 amends Items 2 and 5 in its entirety (except that Item 5 only reflects transactions since the filing of Amendment No. 2) contained in the Schedule 13D originally filed by Steven A. Shaw with the Securities and Exchange Commission (the “Commission”) on December 2, 2005 (the “Original 13D Filing”), as amended in Amendments No. 1 and No. 2 to the Original 13D Filing filed with the Commission on April 17, 2008 and February 14, 2012, respectively, with respect to the Common Stock, $0.10 par value per share, of Volt Information Sciences, Inc. (the “Issuer”).
Item 2. Identity and Background
The Statement is being filed by Steven A. Shaw (the “reporting person”). The reporting person is the former President and Chief Executive Officer, and is currently a Director of the Issuer. The reporting person is a United States citizen with an address of 346 Claypool Drive, Warwick, RI 02886.
During the last five years the reporting person has not (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 he 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 5. Interest in Securities of the Issuer.
(a-b) As of the date hereof, the reporting person may be deemed to be the beneficial owner, pursuant to Rule 13d-3 promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act, of 2,540,186 shares of Common Stock of the Issuer. These shares represent, in the aggregate, approximately 12.2% of the 20,823,596 outstanding shares of Common Stock as of the date hereof (shares outstanding include 10,800 shares of Common Stock issuable upon exercise of options currently exercisable or which will become exercisable within 60 days after the date hereof). The number of shares as to which the reporting person has:
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sole power to vote or to direct the vote is
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1,365,246
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shared power to vote or direct the vote is
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1,174,940
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sole power to dispose or to direct the disposition of is
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1,365,246
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shared power to dispose or to direct the disposition of is
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1,174,940
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The shares as to which the reporting person has sole voting and dispositive power consist of:
(i) 1,340,230 shares held directly (1);
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(1) Since the date of Amendment No.2 to the Original 13D Filing, the 131 shares previously held in the reporting person’s Employee Stock Ownership Plan account in the Company Savings Plan and 16,306 shares held in the reporting person’s Stock Fund under the reporting person’s 401(k) Plan account in the Company Savings Plan were rolled over into a self-directed IRA and therefore are now owned directly.
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(ii) 10,800 shares underlying stock options held by the reporting person (the extent currently exercisable or that become exercisable within 60 days after the date hereof); and
(iii) 14,216 shares held by the reporting person as the sole trustee of trusts for the benefit of two nephews of the reporting person.
The shares as to which the reporting person shares voting and dispositive power consist of the following shares held as co-trustee with other trustees with whom the reporting person shares voting and dispositive power:
(i) 54,054 shares in the aggregate held by the reporting person as co-trustee of separate trusts for the benefit of a nephew of the reporting person. The other trustees are Lloyd Frank and Michael Shaw.
(ii) 147,250 shares held by the reporting person as co-trustee of a trust for the benefit of the reporting person. The other trustees are Lloyd Frank and Michael Shaw;
(iii) 331,649 shares in the aggregate held by the reporting person as co-trustee of separate trusts for the benefit of Michael Shaw and Rachel Shaw. The other trustees are Lloyd Frank and Michael Shaw;
(iv) 180,662 shares held by the reporting person as co-trustee of a trust for the benefit of the reporting person. The other trustees are Lloyd Frank, Michael Shaw and Rachel Shaw; and
(v) 461,325 shares in the aggregate held by the reporting person as co-trustee of separate trusts for the benefit of Michael Shaw and Rachel Shaw. The other trustees are Lloyd Frank, Michael Shaw and Rachel Shaw.
The reporting person is the brother of Michael Shaw and Rachel Shaw. There is no family relationship between Lloyd Frank and any of the reporting person, Michael Shaw and Rachel Shaw.
Lloyd Frank is Senior Counsel to the law firm of Troutman Sanders LLP and a director of the Issuer. Mr. Frank’s business address is Troutman Sanders LLP, 405 Lexington Avenue, New York, New York 10174. Mr. Frank is a United States citizen.
Michael Shaw, with an address at 700 27th Street, Manhattan Beach, California 90266, is a therapist/psychologist. Michael Shaw is a United States citizen.
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Rachel Shaw, with an address at 810 Harbor Cliff Way, Oceanside, CA 92054, is engaged in operations for a parking company. Rachel Shaw is a United States citizen.
To the knowledge of the reporting person, during the last five years, none of Michael Shaw, Rachel Shaw or Lloyd Frank has: (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, such person 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.
Neither the filing of the Statement nor the information contained herein shall be deemed to constitute an admission by the reporting person that he is the beneficial owner of the Common Stock referred to herein, for purposes of Section 13(d) of the Exchange Act or otherwise, and such beneficial ownership is expressly disclaimed, other than as to the shares directly owned by the reporting person, the shares held in the Saving Plan for the benefit of the reporting person, shares subject to stock options and the shares held in trusts as to which the reporting person is the beneficiary.
(c) Since the filing Amendment No. 2 to the Statement (“Amendment No. 2”), the only transactions effecting the reporting person’s beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Issuer’s Common Stock are as follows:
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(i)
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On March 1, 2012, 27,027 shares subject to a trust for the benefit of a nephew of the reporting person, of which trust the reporting person is co-trustee, were distributed to that nephew (in addition to the previously reported 27,027 distributed by the trust to that nephew on February 14, 2012).
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(ii)
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On March 5, 2012, 100,000 shares were acquired by the reporting person and 100,000 were acquired by a trust for the benefit of the reporting person’s sister, as gifts from the reporting person’s father. The reporting person is a co-trustee, with Michael Shaw, Rachel Shaw and Lloyd Frank, of the trust for the benefit of his sister.
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(iii)
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On November 29, 2012, 200,000 shares were acquired by the reporting person as a gift from the reporting person’s father.
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(e) Not applicable.