0001193125-14-142804.txt : 20140415 0001193125-14-142804.hdr.sgml : 20140415 20140414174623 ACCESSION NUMBER: 0001193125-14-142804 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140415 DATE AS OF CHANGE: 20140414 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: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 14763351 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-704-2400 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 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 STEVEN A CENTRAL INDEX KEY: 0001190614 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: VOLT INFORMATION SCIENCES INC STREET 2: 560 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d713259dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D Amendment No. 5 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

 

 

Volt Information Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.10

(Title of Class of Securities)

928703107

(CUSIP Number)

Debra R. Cardinali

Levett Rockwood P.C.

33 Riverside Avenue

Westport, Connecticut 06880

(203) 222-0885

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 9, 2014

(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 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 remainder 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 (however, see the Notes).

 

 

 


CUSIP No 928703107     Page 2 of 8

 

(1)   

Names of reporting persons

 

Steven A. Shaw

(2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

(3)  

SEC use only

 

(4)  

Source of funds (see instructions)

 

Not applicable

(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

beneficially 

owned by

each

reporting

person

with:

 

   (7)   

Sole Voting Power

 

1,486,699(1)

   (8)   

Shared Voting Power

 

54,054(2)

   (9)   

Sole Dispositive Power

 

1,486,699(1)

   (10)   

Shared Dispositive Power

 

54,054(2)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,540,753(1)(2)

(12)  

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

 

(13)  

Percent of Class Represented by Amount in Row (11)

 

7.4%

(14)  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Mr. Shaw may be deemed to indirectly beneficially own 14,216 shares of Common Stock held as Sole Trustee of trusts for the benefit of two of his nephews.
(2) Mr. Shaw may be deemed to indirectly beneficially own 54,054 shares of Common Stock held as Co-Trustee of trusts for the benefit of one of his nephews.


CUSIP No 928703107     Page 3 of 8

 

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D (this “Schedule13D”) relates to the common stock, par value $0.10 per share (the “Common Stock”), of Volt Information Sciences, Inc., a New York corporation (the “Issuer”).

The address of Issuer’s principal office is 1065 Avenue of Americas, New York, New York 10018.

 

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Steven A. Shaw (the “Reporting Person”), an individual and citizen of the United States. The Reporting Person is the former President, Chief Executive Officer and director of the Issuer. The Reporting Person’s residential address is 503 13th Avenue East, Apartment 205, Seattle, Washington 98102.

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 any 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 further 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

Not Applicable.

 

ITEM 4. PURPOSE OF TRANSACTION

This Amendment No. 5 to Schedule 13D is being filed to report the sale of shares of Common Stock of the Issuer by the Reporting Person.


CUSIP No 928703107     Page 4 of 8

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) The table below sets forth the number of shares of Common Stock directly and indirectly beneficially owned by the Reporting Person. These shares represent, in the aggregate, approximately 7.4% of the 20,869,195 outstanding shares of Common Stock (which includes the 20,862,795 shares of Common Stock reported to be outstanding on March 10, 2014, in the Issuer’s Quarterly Report on Form 10-Q for the period ended February 2, 2014, as filed with the Securities and Exchange Commission on March 14, 2014, plus the 6,400 shares of Common Stock issuable upon exercise of options currently exercisable or which will become exercisable within 60 days after the date hereof).

 

Reporting
Persons
 

Number of Shares With

Sole Voting and Dispositive
Power

  Number of Shares With
Shared Voting
and Dispositive Power
  Aggregate
Number of Shares
Beneficially Owned
  Percentage
of Class
Beneficially
Owned
Mr. Shaw   1,486,699   54,054   1,540,753   7.4%

The shares as to which the Reporting Person has sole voting and dispositive power consist of (i) 1,466,083 shares of Common Stock held directly; (ii) 6,400 shares of Common Stock underlying options held by the Reporting Person which are currently exercisable or may become exercisable within 60 days after the date hereof; and (iii) 14,216 shares of Common Stock held by the Reporting Person as the sole trustee of trusts for the benefit of two of his nephews.

The shares as to which the Reporting Person shares voting and dispositive power consist of 54,054 shares of Common Stock held as co-trustee of trusts for the benefit of one of his nephews. The other trustees are Lloyd Frank and Michael Shaw. The Reporting Person is the brother of Michael Shaw. There is no family relationship between Lloyd Frank and the Reporting Person.

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 167 Hillcrest Road, Berkeley, California 94705, is a therapist/psychologist. Michael Shaw is a United States citizen.

To the knowledge of the Reporting Person, during the last five years, neither Lloyd Frank nor Michael Shaw 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.


CUSIP No 928703107     Page 5 of 8

 

Neither the filing of this Amendment No. 5 to Schedule 13D 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 and shares subject to stock options.

(c) Set forth below are the transactions in the Common Stock of the Issuer by the Reporting Person since Amendment No. 4 to the Schedule 13D was filed on December 11, 2013. All such transactions were effected in the open market through brokers.

 

Date of

Transaction

 

Number of

Shares Sold

 

Price Per

Share

4/9/2014

  16000   $8.36

4/9/2014

  2000   $8.35

4/9/2014

  1000   $8.49

4/9/2014

  1300   $8.42

4/9/2014

  1400   $8.48

4/9/2014

  100   $8.37

4/9/2014

  1100   $8.35

4/9/2014

  1400   $8.38

4/9/2014

  700   $8.32

4/9/2014

  400   $8.30

4/9/2014

  600   $8.16

4/9/2014

  2300   $8.25

4/9/2014

  1000   $8.29

4/9/2014

  700   $8.28

4/9/2014

  2000   $8.15

4/8/2014

  4775   $8.10

4/8/2014

  300   $8.14

4/7/2014

  100   $8.03

4/7/2014

  4000   $8.00

4/7/2014

  3450   $8.05

4/7/2014

  400   $8.07

4/7/2014

  300   $8.08

4/7/2014

  300   $8.02

4/7/2014

  200   $8.01

4/4/2014

  100   $8.15

4/4/2014

  1900   $8.10

4/3/2014

  345   $8.16

4/3/2014

  700   $8.15

4/3/2014

  500   $8.14

4/2/2014

  100   $8.25

4/2/2014

  200   $8.19

4/2/2014

  600   $8.16

4/2/2014

  500   $8.17

4/1/2014

  100   $8.38


CUSIP No 928703107     Page 6 of 8

 

Date of

Transaction

 

Number of

Shares Sold

 

Price Per

Share

3/31/2014

  2900   $8.39

3/31/2014

  100   $8.30

3/31/2014

  1700   $8.38

3/28/2014

  200   $8.14

3/28/2014

  500   $8.16

3/28/2014

  1700   $8.20

3/28/2014

  100   $8.19

3/28/2014

  100   $8.22

3/28/2014

  810   $8.21

3/27/2014

  400   $8.30

3/27/2014

  300   $8.25

3/27/2014

  2100   $8.21

3/27/2014

  300   $8.05

3/27/2014

  500   $8.16

3/27/2014

  200   $8.17

3/27/2014

  200   $8.20

3/27/2014

  300   $8.15

3/27/2014

  1600   $8.22

3/26/2014

  200   $8.26

3/26/2014

  200   $8.27

3/26/2014

  10   $8.30

3/26/2014

  2780   $8.29

3/25/2014

  825   $8.42

3/25/2014

  700   $8.39

3/25/2014

  400   $8.40

3/25/2014

  10   $8.45

3/24/2014

  800   $8.43

3/24/2014

  1090   $8.40

3/24/2014

  900   $8.42

3/24/2014

  100   $8.44

3/24/2014

  100   $8.47

3/24/2014

  200   $8.48

3/21/2014

  800   $8.50

3/20/2014

  100   $8.61

3/20/2014

  2800   $8.57

3/19/2014

  5900   $8.59

3/18/2014

  6200   $8.54

3/17/2014

  1100   $8.78

3/17/2014

  400   $8.83

3/17/2014

  300   $8.52

3/17/2014

  1000   $8.70

3/17/2014

  2800   $8.66

3/14/2014

  100   $9.45

3/14/2014

  300   $9.05


CUSIP No 928703107     Page 7 of 8

 

Date of

Transaction

 

Number of

Shares Sold

 

Price Per

Share

3/14/2014

  100   $9.19

3/13/2014

  6441   $9.80

3/13/2014

  31100   $9.81

3/13/2014

  900   $9.86

3/13/2014

  2900   $9.82

3/13/2014

  14100   $9.78

3/12/2014

  8000   $9.76

3/10/2014

  248   $9.71

3/10/2014

  2252   $9.70

3/10/2014

  700   $9.75

3/10/2014

  900   $9.83

3/10/2014

  2000   $9.84

3/7/2014

  800   $9.93

3/7/2014

  600   $9.92

3/6/2014

  43400   $9.93

3/5/2014

  1000   $9.91

3/4/2014

  7125   $9.98

3/4/2014

  560   $10.00

3/3/2014

  1500   $9.92

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not applicable

 

ITEM 7. MATERIAL FILED AS EXHIBITS

None.


CUSIP No 928703107     Page 8 of 8

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 14, 2014

 

By:  

/s/ Steven A. Shaw

Name:   Steven A. Shaw