SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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)
December 3, 2013
(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) ¨
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| (3) | SEC use only
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| (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) ¨
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| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
|
(7) | Sole Voting Power
1,706,320(1) | ||||
| (8) | Shared Voting Power
54,054(2) | |||||
| (9) | Sole Dispositive Power
1,706,320 (1) | |||||
| (10) | Shared Dispositive Power
54,054(2) | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,760,374(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)
8.4% | |||||
| (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 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 346 Claypool Drive, Warwick, Rhode Island 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 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. 4 to Schedule 13D is being filed to report the distribution of shares of Common Stock of the Issuer to the Reporting Person and his siblings as a result of the dissolution of several trusts which resulted in a material decrease in the Reporting Person’s beneficial ownership of shares of Common Stock. As a result of the dissolution of such trusts: (1) 346,014 shares of Common Stock previously held in two trusts for the benefit of the Reporting Person and for which the Reporting Person was a co-trustee are now owned directly by the Reporting Person as a result of the dissolution of such trusts; and (2) 829,178 shares of Common Stock previously held in trusts for the benefit of the Reporting Person’s brother and sister and for which the Reporting Person was a co-trustee are no longer indirectly beneficially owned by the Reporting Person as a result of the dissolution of such trusts.
| 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 8.4% of the 20,929,200 outstanding shares of Common Stock (which includes the 20,922,800 shares of Common Stock reported to be outstanding on November 1, 2013, in the Issuer’s Annual Report on Form 10-K for the period ended October 28, 2012, as filed with the Securities and Exchange Commission on November 15, 2013, 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 |
1,706,320 | 54,054 | 1,760,374 | 8.4% |
The shares as to which the Reporting Person has sole voting and dispositive power consist of (i) 1,685,704 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 6 |
Neither the filing of this Amendment No. 4 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) Since the filing of Amendment No. 3 to the Schedule 13D, the only transactions affecting 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:
(i) On February 13, 2013, 18,102 shares of Common Stock were acquired as a gift from the Reporting Person’s father to a trust for the benefit of the Reporting Person and for which the reporting person was a co-trustee, and such shares are included in the 346,014 shares of Common Stock distributed to the Reporting Person on December 3, 2013 as a result of the dissolution of two trusts.
(ii) On December 3, 2013, 346,014 shares of Common Stock subject to two trusts for the benefit of the Reporting Person, of which trusts the Reporting Person was co-trustee, were distributed to the Reporting Person and are now held directly by the Reporting Person.
(iii) On December 3, 2013, 383,161 shares of Common Stock subject to two trusts for the benefit of the Reporting Person’s brother, Michael Shaw, of which trusts the Reporting Person was co-trustee, were distributed to Michael Shaw and are no longer indirectly beneficially owned by the Reporting Person.
(iv) On December 3, 2013, 446,017 shares of Common Stock subject to two trusts for the benefit of the Reporting Person’s sister, Rachel Shaw, of which trusts the Reporting Person was co-trustee, were distributed to Rachel Shaw and are no longer indirectly beneficially owned by the Reporting Person.
(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 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: December 11, 2013
| By: | /s/ Steven A. Shaw | |
| Name: | Steven A. Shaw |