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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 2, 2005
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(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 240.13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ]
CUSIP No. 928703107 Page 2 of 5 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Steven Shaw
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: OO (See Item 3)
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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
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7. Sole Voting Power 567,219
Number of ------------------------------------------------------
Shares Bene- 8. Shared Voting Power 294,502
ficially Owned
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 567,219
Person With
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10. Shared Dispositive Power 294,502
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
861,721
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
5.6%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 928703107 Page 3 of 5 Pages
INTRODUCTION
Neither the filing of this Schedule 13D nor the information contained herein
shall be deemed to constitute an admission by Steven Shaw that he is the
beneficial owner of the Common Stock referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
for any other purposes, and such beneficial ownership, other than the 656,088
shares directly beneficially owned by him, is expressly denied.
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule 13D") relates to shares
of common stock, par value $0.10 per share, of Volt Information Sciences, Inc.
("Common Stock"), a New York corporation (the "Issuer"). The principal executive
office of the Issuer is located at 560 Lexington Avenue, New York, NY 10022.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f) This Schedule 13D is being filed on behalf of Steven
Shaw, a United States citizen, as an individual, whose principal office is
located at c/o Volt Information Sciences, Inc., 560 Lexington Avenue, New York,
New York 10022. Steven Shaw is a director and co-chief executive officer of the
Issuer.
(d) and (e) Steven Shaw has not 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 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 hereof, the shares whose transfer
created the obligation to file this Schedule 13D were transferred from The
Jerome Shaw Annuity Trust (the "Trust") directly to Steven Shaw upon the
termination of the Trust. The Trust was created for estate planning purposes by
Jerome Shaw (the "Grantor"). These shares were personally held by the Grantor
since the organization of the Issuer until the creation of the Trust, and no
funds or other consideration were borrowed or otherwise obtained for the
purposes of acquiring these shares.
ITEM 4. PURPOSE OF TRANSACTION.
On September 2, 2005 the Trust terminated and 233,435 shares of Common
Stock held by the Trust were distributed directly to Steven Shaw. Except as has
been publicly announced or as the
CUSIP No. 928703107 Page 4 of 5 Pages
board of directors of the Issuer may from time to time determine to take, there
are no plans or proposals which Steven Shaw may have which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition 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) 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 September 2, 2005, Steven Shaw may be deemed to be
the "beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of
861,721 shares of Common Stock presently outstanding, of which 656,088 shares
are directly beneficially owned by him, and 205,633 shares are indirectly
beneficially owned, constituting in the aggregate approximately 5.6% of the
outstanding shares of Common Stock (based on the number of shares of Common
Stock represented by the Issuer in its filing on Form 10-Q for the fiscal
quarter ended July 31, 2005 to be outstanding as of September 1, 2005). The
number of shares as to which Steven Shaw has:
sole power to vote or to direct the vote is 567,219
shared power to vote or direct the vote is 294,502
sole power to dispose or to direct the disposition of is 567,219
shared power to dispose or to direct the disposition of is 294,502
Included within the 567,219 shares of Common Stock over which Steven
Shaw has sole power to vote or direct the vote and dispose or direct the
disposition of are 86.0590 shares held for the undersigned's benefit under the
Issuer's Employee Stock Ownership Plan ("ESOP") at July 31, 2005 and 5,162.4247
shares held for the undersigned under the Company's 401(k) Savings Plan as at
July 31, 2005 (such combined number rounded to the nearest whole number) and
34,000 shares which are not actually outstanding but which are issuable upon
exercise of options held by Steven Shaw which are either currently exercisable
or exercisable within 60 days from the date hereof. As of January 1, 2000, the
ESOP was merged into the Issuer's 401(k) Savings Plan (as merged, the "Plan");
however, separate accounts are maintained for the shares held under the ESOP and
401(k) Savings Plan features of the Plan
Steven Shaw shares the power to vote or direct the vote or dispose or
direct the disposition of 294,502 shares of Common Stock in three trusts
established in March 2005 for the benefit of the children of Jerome Shaw. The
other trustees of such trusts are Michael Shaw, an individual and a
CUSIP No. 928703107 Page 5 of 5 Pages
citizen of the United States who is a son of Jerome Shaw and a beneficiary of
one of the trusts who is a therapist/psychologist with an address at 700 27th
Street, Manhattan Beach, California 90266, Lloyd Frank, an individual and a
citizen of the United States who is Of Counsel to Troutman Sanders LLP (which
acts as principal outside counsel to the Issuer) and a director of the Issuer
with an address c/o Troutman Sanders LLP, 405 Lexington Avenue, New York, New
York 10174, and 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, California 92865. Steven Shaw is the
beneficiary of one of such trusts which holds 98,167 shares.
(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 Steven Shaw 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 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.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
/s/ Steven Shaw
STEVEN SHAW
DATED: December 2, 2005