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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.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
928703107
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(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)
August 17, 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).
Linda 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 141,641
Number of ------------------------------------------------------
Shares Bene- 8. Shared Voting Power 657,331
ficially Owned
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 141,641
Person With
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10. Shared Dispositive Power 657,331
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
798,972
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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)
5.2%
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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 Linda Shaw that she 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 470,307
shares directly beneficially owned by her, 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 Linda
Shaw, a United States citizen, as an individual, who is a psychologist with an
address at 215 Sandy Pond Road, Lincoln, MA 01773. Linda Shaw is the wife of
Bruce Goodman, who is a director of the Issuer.
(d) and (e) Linda 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
she 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, Linda Shaw and three
co-trustees are fiduciaries for the trusts described in Item 4. The shares whose
transfer created the obligation to file this Schedule 13D were transferred from
The William Shaw Annuity Trust (the "Trust") into the trusts described in Item
4. All of such trusts were created for estate planning purposes by William Shaw
(the "Grantor"). These shares were personally held by the Grantor since the
organization of the Issuer, and no funds or other consideration were borrowed or
otherwise obtained for the purposes of acquiring these shares in order to place
them into their respective trusts.
ITEM 4. PURPOSE OF TRANSACTION.
On August 17, 2005 the Trust terminated and an aggregate of 657,331
shares of Common Stock held by the Trust were distributed as follows: 328,665
shares into a trust for the benefit of
CUSIP No. 928703107 Page 4 of 5 Pages
Linda Shaw (the "Linda Trust") and 328,666 shares into a trust for the benefit
of Deborah Shaw Sevy (the "Deborah Trust"). Four trustees were appointed as
fiduciaries for each trust: Linda Shaw, Deborah Shaw Sevy, Jerome Shaw and Lloyd
Frank. Linda Shaw and Deborah Shaw Sevy are the daughters of the Grantor and
Jerome Shaw is the brother of the Grantor. Lloyd Frank is a director of the
Issuer and Of Counsel to Troutman Sanders LLP, counsel to the Issuer. Except as
has been publicly announced, there are no plans or proposals which Linda Shaw
may have (or, to her knowledge, which Jerome Shaw, Lloyd Frank or Deborah Shaw
Sevy 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 August 17, 2005, Linda Shaw may be deemed to be the
"beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of
798,972 shares of Common Stock presently outstanding, of which 470,306 shares
(consisting of the shares as to which Linda Shaw has sole power to vote or to
direct the vote and to dispose or direct the disposition of and the shares in
the Linda Trust of which Linda Shaw is the beneficiary as well as a co-trustee)
are directly beneficially owned by her, and 328,666 shares are indirectly
beneficially owned by her, constituting in the aggregate approximately 5.2% 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 Linda Shaw has:
sole power to vote or to direct the vote is 141,641
shared power to vote or direct the vote is 657,331
sole power to dispose or to direct the disposition of is 141,641
shared power to dispose or to direct the disposition of is 657,331
Linda Shaw shares the power to vote or to direct the vote or to dispose or to
direct the disposition of the 657,331 shares in the Linda Trust and the Deborah
Trust with 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, CA 92865, Lloyd Frank, an individual and a
citizen of the United States who is Of Counsel to Troutman Sanders LLP and a
director of the Issuer with an address at 405 Lexington Avenue, New York, New
York 10174, and Deborah Shaw Sevy, an individual and a citizen of the United
States who is a psychologist with an address at 2908 Maple
CUSIP No. 928703107 Page 5 of 5 Pages
Avenue, Manhattan Beach, CA 90266. To the knowledge of Linda Shaw, none of
Jerome Shaw, Lloyd Frank or Deborah Shaw Sevy has 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
they were or are 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.
(c) Except as set forth in this Item 5, Linda Shaw has not, and, to the
best of her knowledge, none of Jerome Shaw, Lloyd Frank or Deborah Shaw Sevy has
engaged in any transaction during the past 60 days in any shares of Common
Stock.
(d) The beneficiaries under the Deborah Trust and Linda Trust are
entitled to receive the proceeds from the sale of the shares of Common Stock
owned by such trusts.
(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 Linda 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/ Linda Shaw
LINDA SHAW
DATED: November 21, 2005