UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 33)
VOLT INFORMATION SCIENCES, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
928703107
(CUSIP Number)
May 3, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
13G
CUSIP No. 928703107 | Page 2 of 6 |
1. | Names of Reporting Persons.
JEROME SHAW | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
USA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
25,345 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
25,345 | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,345 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.12% | |||||
12. | Type of Reporting Person
IN |
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CUSIP No. 928703107 | Page 3 of 6 |
1. | Names of Reporting Persons.
JOYCE CUTLER SHAW | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
USA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
12. | Type of Reporting Person
IN |
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13G
CUSIP No. 928703107
EXPLANATORY NOTE:
This Amendment No. 33 to Schedule 13G is filed to reflect the death of Joyce Cutler Shaw on March 18, 2018 and the death of Jerome Shaw on May 3, 2018. Upon the death of Mrs. Shaw, she and Mr. Shaw ceased to be trustees of The Jerome and Joyce Shaw Family Trust u/d/t dated 8/6/1969. Upon Mrs. Shaws death she ceased to be a trustee of the Joyce Cutler Shaw Revocable Trust and of the Rachel Lynn Shaw Trust u/d/t dated 11/23/2001, as amended and restated. She also ceased to be an officer and director of the Shaw family foundation. Upon the death of Mr. Shaw, he ceased to be a trustee of the Rachel Lynn Shaw Trust, and he ceased to be an officer and director of the Shaw family foundation.
ITEM 1.
(a) Name of Issuer: VOLT INFORMATION SCIENCES, INC.
(b) Address of Issuers Principal Executive Offices: 1133 Avenue of Americas, New York, New York 10036.
ITEM 2.
(a) This schedule is filed by Jerome Shaw and his wife Joyce A. Shaw (aka Joyce Cutler-Shaw).
(b) The residence address of each Mr. and Mrs. Shaw was 7245 Rue De Roark, La Jolla, California 92037.
(c) Citizenship: Both Mr. and Mrs. Shaw are citizens of the USA.
(d) Title of Class of Securities: Common Stock, $0.10 par value per share (the Shares).
(e) CUSIP Number: 928703107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The aggregate percentage of Shares reported owned by Mr. Shaw is based upon 21,035,620 Shares outstanding as reported on the Issuers Form 10-Q dated June 7, 2018, filed with the Securities and Exchange Commission on June 7, 2018.
This Schedule is filed to reflect the changes of trustees occurring upon the death of Joyce A. Shaw (aka Joyce Cutler-Shaw) on March 18, 2018 and the death of Jerome Shaw on May 3, 2018.
Upon the death of Mrs. Shaw, she and Mr. Shaw ceased to be trustees of The Jerome and Joyce Shaw Family Trust u/d/t dated 8/6/1969. Upon Mrs. Shaws death she ceased to be a trustee of the Joyce Cutler Shaw Revocable Trust and of the Rachel Lynn Shaw Trust u/d/t dated 11/23/2001, as amended and restated. She also ceased to be an officer and director of the Shaw family foundation. Upon the death of Mr. Shaw, he ceased to be a trustee of the Rachel Lynn Shaw Trust, and he ceased to be an officer and director of the Shaw family foundation.
As of the close of business on the date hereof:
(i) Mr. Shaw is the beneficial owner of 0 Shares as an individual;
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(ii) Mr. Shaw is the beneficial owner of 2,394 Shares (approximately 0.01% of the outstanding Shares) through the Issuers Employee Stock Ownership Plan, which is part of the Issuers 401(k) Savings Plan (the Plan);
(iii) Mr. Shaw is the beneficial owner of 22,951 Shares (approximately 0.11% of the outstanding Shares) held for his benefit under the Savings Plan feature of the Plan;
(All of the foregoing numbers of Shares are rounded to the nearest full number.)
(b) Percent of class: The 25,345 shares in Mr. Shaws retirement accounts mean Mr. Shaw is the beneficial owner of approximately 0.12% of the outstanding Shares.
(c) Number of shares as to which such person has:
Until distributed from his retirement accounts, Mr. Shaw has
(i) Sole power to vote or to direct the vote: 25,345 Shares
(ii) Shared power to vote or to direct the vote: 0 Shares
(iii) Sole power to dispose or to direct the disposition of: 25,345 Shares
(iv) Shared power to dispose or to direct the disposition of: 0 Shares
Mrs. Shaw has no shares over which she would have the power, shared or sole, to vote or direct the vote, or to dispose or direct the disposition.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Until the distribution of the shares in Mr. Shaws retirement accounts, Mr. Shaw has the sole right to receive or direct dividends relating to the Shares identified in items 4(a)(ii), and (iii) above. Mr. Shaw and Mrs. Shaw have no current right to receive and shared right to direct dividends relating to any other Shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
To the extent Mr. and Mrs. Shaw constituted a group, the group terminated upon the death of Mrs. Shaw.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
List of Exhibits
Exhibit # |
Description | |
24.1 | Power of Attorney Jerome Shaw | |
24.2 | Power of Attorney Joyce Cutler Shaw |
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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.
June 13, 2018 (Date) |
/s/ Jerome Shaw |
Jerome Shaw, by his attorney in fact, Michael Shaw |
/s/ Joyce A. Shaw |
Joyce A. Shaw, by her attorney in fact, Michael Shaw |
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Exhibit 24.1 Power of Attorney (Jerome Shaw)
POWER OF ATTORNEY
The undersigned, Jerome Shaw, as principal, hereby constitutes and appoints his son, Michael Shaw, with full power of substitution, the undersigneds true and lawful attorney-in-fact to:
1. prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, Schedule 13D, Schedule 13G, and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedules and forms with the SEC and any securities exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Exchange Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D, Schedule 13G, or Forms 3, 4, and 5 with respect to the undersigneds holdings of and transactions in securities issued by Volt Information Sciences, Inc., a New York corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This power of attorney shall not be affected by subsequent incapacity of the principal.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 1, 2018.
/s/ JEROME SHAW
Name: Jerome Shaw
Exhibit 24.2 Power of Attorney (Joyce Cutler Shaw)
POWER OF ATTORNEY
The undersigned, Joyce Cutler Shaw, as principal, hereby constitutes and appoints her son, Michael Shaw, with full power of substitution, the undersigneds true and lawful attorney-in-fact to:
1. prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, Schedule 13D, Schedule 13G, and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedules and forms with the SEC and any securities exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Exchange Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D, Schedule 13G, or Forms 3, 4, and 5 with respect to the undersigneds holdings of and transactions in securities issued by Volt Information Sciences, Inc., a New York corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This power of attorney shall not be affected by subsequent incapacity of the principal.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 2, 2018.
/s/ Joyce Cutler Shaw
Name: Joyce Cutler Shaw