0001193125-15-166600.txt : 20150501 0001193125-15-166600.hdr.sgml : 20150501 20150501170604 ACCESSION NUMBER: 0001193125-15-166600 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150501 DATE AS OF CHANGE: 20150501 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: 1102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 15825361 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 d920015dsc13da.htm AMENDMENT NO. 7 Amendment No. 7

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

 

 

Volt Information Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.10

(Title of Class of Securities)

928703107

(CUSIP Number)

Debra R. Cardinali

Verrill Dana LLP

33 Riverside Avenue

Westport, Connecticut 06880

(203) 222-0885

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

April 28, 2015

(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 6

 

 

  (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

 

  1,115,533(1)

  (8)

  Shared Voting Power

 

  0

  (9)

  Sole Dispositive Power

 

  1,115,533(1)

  (10)

  Shared Dispositive Power

 

  0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,115,533(1)

(12)

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

 

    ¨

(13)

Percent of Class Represented by Amount in Row (11)

 

5.4%

(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.


 

CUSIP NO.  928703107 Page 3 of 6

 

 

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. 7 to Schedule 13D is being filed to report (i) the distribution of 54,054 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person’s nephew to such nephew, of which trust the Reporting Person was co-trustee and (ii) the sale of 166,007 shares of Common Stock of the Issuer by the Reporting Person.


 

CUSIP NO.  928703107     Page 4 of 6

 

 

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 5.4% of the 20,822,610 outstanding shares of Common Stock (which includes the 20,816,210 shares of Common Stock reported to be outstanding on April 1, 2015, in the Issuer’s Preliminary Proxy Statement, as filed with the Securities and Exchange Commission on April 17, 2015, 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

     1,115,533         0         1,115,533         5.4

The shares as to which the Reporting Person has sole voting and dispositive power consist of (i) 1,094,917 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.

Neither the filing of this Amendment No. 7 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) On or about April 28, 2015, 54,054 shares of Common Stock of the Issuer subject to a trust for the benefit of the Reporting Person’s nephew, Leo Shaw, of which trust the Reporting Person was co-trustee, were distributed to Leo Shaw and are no longer indirectly beneficially owned by the Reporting Person.

Between May 9, 2014 and December 15, 2014, the Reporting Person sold 166,007 shares of Common Stock of the Issuer. All such sale transactions were effected in the open market through brokers.

(d) Not applicable.

(e) Not applicable.


 

CUSIP NO.  928703107 Page 5 of 6

 

 

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 6 of 6

 

 

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: May 1, 2015

 

By:

/s/ Steven A. Shaw

Name:

Steven A. Shaw