-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfQP4sfWHs/64MluYPJlC0ceR6LFYRy6sj4HUzOP9CTK0932YpkwV02geh7CifC2 bgh88W1iSJrMYlsNmXfe6Q== 0000910680-06-000761.txt : 20060713 0000910680-06-000761.hdr.sgml : 20060713 20060713171247 ACCESSION NUMBER: 0000910680-06-000761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 GROUP MEMBERS: DEBORAH SHAW GROUP MEMBERS: ESTATE OF WILLIAM SHAW 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: 1030 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02933 FILM NUMBER: 06961180 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 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 Linda CENTRAL INDEX KEY: 0001346050 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 617-547-0345 MAIL ADDRESS: STREET 1: 215 SANDY POND ROAD CITY: LINCOLN STATE: MA ZIP: 01773 SC 13D/A 1 sc13da6_lshaw07062006.htm AMENDMENT NO. 6

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

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

July 12, 2006
(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/A, and is filing this schedule because of Rule 240.13d-1(e), 13d-1(f) or 13d-1(g), check the following box

*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 reminder 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.

CUSIP No. 928703107

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1.	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).
	Linda Shaw

2.	Check the Appropriate Box if Member of a Group
	(a)	[ ]
	(b)	[ ]

3.	SEC Use Only

4.	Source of Funds		OO (See Item 3)

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	7. Sole Voting Power		141,640
Beneficially Owned	8. Shared Voting Power		2,533,538
By Each Reporting	9. Sole Dispositive Power		141,640
Person With	10. Shared Dispositive Power		2,533,538
11.	Aggregate Amount Beneficially Owned by Each Reporting Person		2,675,178

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		[ ]

13.	Percent of Class Represented by Amount in Row (11)		17.2%

14.	Type of Reporting Person (See Instructions)		IN

CUSIP No. 928703107

Page 3 of 8 Pages

1.	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).
	Deborah Shaw

2.	Check the Appropriate Box if Member of a Group
	(a)	[ ]
	(b)	[ ]

3.	SEC Use Only

4.	Source of Funds		OO (See Item 3)

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	7. Sole Voting Power		153,292
Beneficially Owned	8. Shared Voting Power		2,533,538
By Each Reporting	9. Sole Dispositive Power		153,292
Person With	10. Shared Dispositive Power		2,533,538
11.	Aggregate Amount Beneficially Owned by Each Reporting Person		2,686,830

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		[ ]

13.	Percent of Class Represented by Amount in Row (11)		17.3%

14.	Type of Reporting Person (See Instructions)		IN

CUSIP No. 928703107

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1.	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only).
	Estate of William Shaw

2.	Check the Appropriate Box if Member of a Group
	(a)	[ ]
	(b)	[ ]

3.	SEC Use Only

4.	Source of Funds		OO (See Item 3)

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	7. Sole Voting Power		0
Beneficially Owned	8. Shared Voting Power		1,876,207
By Each Reporting	9. Sole Dispositive Power		0
Person With	10. Shared Dispositive Power		1,876,207
11.	Aggregate Amount Beneficially Owned by Each Reporting Person		1,876,207

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		[ ]

13.	Percent of Class Represented by Amount in Row (11)		12.1%

14.	Type of Reporting Person (See Instructions)		OO

CUSIP No. 928703107

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INTRODUCTION

This Amendment No. 6 (“Amendment”) amends the statement on Schedule 13D/A, filed by Linda Shaw, Deborah Shaw and the Estate of William Shaw, on July 11, 2006, which restated and amended the statement on Schedule 13D, filed by Linda Shaw on December 5, 2005, in the following respects only (capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D).

ITEM 4. PURPOSE OF TRANSACTION.

William Shaw died on March 9, 2006. Mr. Shaw beneficially owned 2,876,207 shares of Common Stock, all of which were transferred into the Estate upon his death. Letters testamentary were issued to Linda Shaw and Deborah Shaw appointing them executrixes of the Estate. There are no plans or proposals which the Reporting Persons may have which relate to or would result in: (a) the acquisition of securities of the Issuer, except that the Estate reserves the right to exercise stock options granted by the Issuer that were held by Mr. Shaw at the time of his death; (b) the disposition of securities of the Issuer, except that, to date, the Estate has sold an aggregate of 1,000,000 shares of Common Stock for the purpose of funding estate taxes payable by the Estate, and reserves the right to (i) sell additional shares for the purpose of funding estate and other taxes and (ii) transfer shares to the beneficiaries of the Estate; (c) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (d) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (e) 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; (f) any material change in the present capitalization or dividend policy of the Issuer; (g) any other material change in the Issuer’s business or corporate structure; (h) 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; (i) 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; (j) 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 (k) any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) As of July 12, 2006, each of the Reporting Persons may be deemed to be the “beneficial owner” (as set forth in Rule 13d-3 under the Exchange Act) of a certain number of shares, as further described below.

LINDA SHAW

Linda Shaw may be deemed to be the “beneficial owner” of 2,675,178 shares of Common Stock presently outstanding, of which 1,408,409 shares are directly beneficially owned by her (consisting of (i) shares as to which Linda Shaw has sole power to vote or to direct the vote and to dispose or direct the disposition of, (ii) shares in the Linda Trust of which Linda Shaw is the beneficiary as well as a co-trustee, and (iii) shares in the Estate of which Linda Shaw is a beneficiary as well as a co-executrix), and 1,266,769 shares indirectly beneficially owned by her (consisting of (i) shares in the Deborah Trust of which Linda Shaw is a co-trustee, and

CUSIP No. 928703107

Page 6 of 8 Pages

(ii) shares in the Estate of which Deborah Shaw is the beneficiary and Linda Shaw is a co-executrix), constituting in the aggregate approximately 17.2% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of June 2, 2006 in its filing on Form 10-Q for the fiscal quarter ended April 30, 2006. The number of shares to which Linda Shaw has:

sole power to vote or to direct the vote is

141,640

shared power to vote or direct the vote is

2,533,538*

sole power to dispose or to direct the disposition of is

141,640

shared power to dispose or to direct the disposition of is

2,533,538*

Linda Shaw shares the power to vote or direct the vote or to dispose or to direct the disposition of 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 82865, 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, NY 10174, and Deborah Shaw.

DEBORAH SHAW

Deborah Shaw may be deemed to be the “beneficial owner” of 2,686,830 shares of Common Stock presently outstanding, of which 1,420,061 shares are directly beneficially owned by her (consisting of shares as to which Deborah Shaw has sole power to vote or to direct the vote and to dispose or direct the disposition of, (ii) shares in the Deborah Trust of which Deborah Shaw is the beneficiary as well as a co-trustee, and (iii) shares in the Estate of which Deborah Shaw is a beneficiary as well as a co-executrix), and 1,266,769 shares indirectly beneficially owned by her (consisting of (i) shares in the Linda Trust of which Deborah Shaw is a co-trustee, and (ii) shares in the Estate of which Linda Shaw is the beneficiary and Deborah Shaw is a co-executrix), constituting in the aggregate approximately 17.3% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of June 2, 2006 in its filing on Form 10-Q for the fiscal quarter ended April 30, 2006. The number of shares to which Deborah Shaw has:

sole power to vote or to direct the vote is

153,292

shared power to vote or direct the vote is

2,533,538*

sole power to dispose or to direct the disposition of is

153,292

shared power to dispose or to direct the disposition of is

2,533,538*

Deborah Shaw shares the power to vote or direct the vote or to dispose or to direct the disposition of 657,331 shares in the Linda Trust and the Deborah Trust with Jerome Shaw, Lloyd Frank, and Linda Shaw.

THE ESTATE

The Estate may be deemed to be the “beneficial owner” of 1,876,207 shares of Common Stock presently outstanding, of which all 1,876,207 shares are directly beneficially owned by the Estate, constituting in the aggregate approximately 12.1% of the outstanding shares of Common Stock represented by the Issuer to be outstanding as of June 2, 2006 in its filing on Form 10-Q for the fiscal quarter ended April 30, 2006. The number of shares to which Estate has:

CUSIP No. 928703107

Page 7 of 8 Pages

sole power to vote or to direct the vote is

shared power to vote or direct the vote is

1,876,207*

sole power to dispose or to direct the disposition of is

shared power to dispose or to direct the disposition of is

1,876,207*

*Pursuant to the rules of the Securities and Exchange Commission respecting beneficial ownership, included are 45,000 shares which are not actually outstanding, but which are issuable upon the exercise of an option held by the Estate, which is presently exercisable in full. Such shares are also considered outstanding for the purpose of computing the “Percent of Class” above. Also included are (i) 2,121 shares held for the benefit of William Shaw, and now for the benefit of the Estate, under the Company’s Employee Stock Ownership Plan (the “ESOP”), which ESOP was merged into the Company’s 401(k) Savings Plan (as merged, the “Plan”) as of January 1, 2000; however, separate accounts are maintained for the shares held under the ESOP and Savings Plan features of the Plan, for which (ii) 20,475 shares were held for William Shaw, and are now held by the Estate, under the Savings Plan feature of the Plan.

(c) On June 28, 2006, the Estate sold 250,000 shares of Common Stock in a sale to a broker in its capacity as “market maker, ” as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended, at a price per share of $44.50. In addition, on June 29, 2006, the Estate sold 100,000 shares in a sale to a broker in its capacity as “market maker, ” as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended, at a price per share of $46.00.

On June 30, 2006, the Estate sold 119,900 shares of Common Stock in a series of open market sales at an average price per share of $46.6723. In addition, on July 3, 2006, the Estate sold 76,200 shares in a series of open market sales at an average price per share of $48.3855. In addition, on July 5, 2006, the Estate sold 49,900 shares of Common Stock in a series of open market sales at an average price per share of $47.9994.

On July 6, 2006, the Estate sold 66,000 shares of Common Stock in a series of open market sales at an average price per share of $48.1698. In addition, on July 7, 2006, the Estate sold 43,600 shares of Common Stock in a series of open market sales at an average price per share of $47.3026. In addition, on July 10, 2006, the Estate sold 44,400 shares of Common Stock in a series of open market sales at an average price per share of $46.9818.

On July 12, 2006, the Estate sold 250,000 shares of Common Stock in a series of sales to a broker in its capacity as "market maker," as that term is defined in Secion 3(a)(38) of the Securities Exchange Act of 1934, as amended, at an average price per share of $44.5046.

(d) and (e) Not applicable.

CUSIP No. 928703107

Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.


	/s/ Linda Shaw
	Name: LINDA SHAW, as an Individual
	/s/ Deborah Shaw
	Name: DEBORAH SHAW, as an Individual
	THE ESTATE OF WILLIAM SHAW,
	/s/ Linda Shaw
	By: LINDA SHAW, as co-executrix of the Estate of William Shaw
	/s/ Deborah Shaw
	By: DEBORAH SHAW, as co-executrix of the Estate of William Shaw

DATED: July 13, 2006

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