SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Volt Information Sciences, Inc.

(Name of Issuer)

Common Stock, $0.10 par value per share

(Title of Class of Securities)

928703107

(CUSIP Number)

JOHN C. RUDOLF

GLACIER PEAK CAPITAL LLC

500 108th Ave NE, Ste 905

Bellevue, WA 98004

(425) 453-5010

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 28, 2014

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              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

1	NAME OF REPORTING PERSON Glacier Peak Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,236,792*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,236,792*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,236,792*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3%
14	TYPE OF REPORTING PERSON IA

* See Item 5

2

CUSIP NO. 928703107

1	NAME OF REPORTING PERSON Glacier Peak U.S. Value Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,764,662
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,764,662
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,764,662
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 928703107

1	NAME OF REPORTING PERSON John C. Rudolf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 400,214
	8	SHARED VOTING POWER 4,236,792*
	9	SOLE DISPOSITIVE POWER 400,214
	10	SHARED DISPOSITIVE POWER 4,236,792*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,637,006*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2%
14	TYPE OF REPORTING PERSON IN

* See Item 5

4

CUSIP NO. 928703107

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and restated in its entirety as follows:

Solely as a result of the Agreement and Proxy (defined and described in Item 4 below), GPC may be deemed to beneficially own 2,472,130 Shares (the “Shaw Shares”) owned, in the aggregate, by the Shaws (as defined in Item 4 below), which includes 8,000 shares underlying stock options that are exercisable within 60 days. No funds from GPC were used to acquire any of the Shaw Shares, the beneficial ownership of which GPC expressly disclaims.

The 1,764,662 Shares directly held by the Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.  The aggregate purchase price of the 1,764,662 Shares directly held by the Fund is approximately $12,655,004, including brokerage commissions.

The Shares directly held by Mr. Rudolf, including 30,000 Shares held in an account he controls for the benefit of his wife and 149,817 Shares held in various accounts he controls for the benefit of other family members, were purchased with personal funds in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.  The aggregate purchase price of the 400,214 Shares directly held by Mr. Rudolf is approximately $2,833,428, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is amended to add the following:

On October 28, 2014, GPC entered into a Voting Agreement and Irrevocable Proxy (the “Agreement and Proxy”) with Jerome Shaw, Joyce Cutler-Shaw, The Jerome and Joyce Shaw Family Trust U/D/T dated 8/6/1969, and The Rachel Lynn Shaw Trust U/D/T dated 11/23/2001 (collectively, the “Shaws”), whereby the Shaws granted John Rudolf, in his capacity as President of GPC, or any other designee of GPC (each a “Proxy Holder”) an irrevocable proxy to vote all Shares beneficially owned by the Shaws and to which they have voting power over, in accordance with the Proxy Holder’s sole and absolute discretion on all matters brought before a vote of shareholders at the 2015 Annual Meeting of Shareholders of the Issuer (the “2015 Annual Meeting”) or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.  The Agreement and Proxy was entered into in consideration of GPC’s efforts to effect meaningful change at the Issuer, which may include GPC seeking representation on the Issuer’s board of directors or GPC making proposals to the Issuer at the 2015 Annual Meeting. The Agreement and Proxy will terminate upon the earlier of (i) December 31, 2015 and (ii) the conclusion of the 2015 Annual Meeting.  The Shaws have agreed not to transfer any of their Shares during the term of the Agreement and Proxy, subject to certain limited exceptions.  The Agreement and Proxy is filed as Exhibit 99.1 hereto and is incorporated by reference into this Item 4. The foregoing description of the Agreement and Proxy is qualified in its entirety by reference to the full text thereof.

Except for the Agreement and Proxy, the Reporting Persons and Shaws have no other arrangements, understandings or relationships regarding the Shares.  The Reporting Persons disclaim the formation of a group with the Shaws, except to the extent that they may be deemed to be members of a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).    

5

CUSIP NO. 928703107

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) are amended and restated in their entirety as follows:

(a)           The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 20,872,795 Shares outstanding as of September 5, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 12, 2014.

Solely as a result of the Agreement and Proxy described in Item 4 above, GPC may be deemed to beneficially own 2,472,130 Shares held by the Shaws, constituting approximately 11.8% of the outstanding Shares, which includes 8,000 shares underlying stock options that are exercisable within 60 days. By virtue of his relationship with GPC, Mr. Rudolf may be deemed to beneficially own the Shares held by the Shaws.  Each of GPC and Mr. Rudolf expressly disclaim beneficial ownership of the Shaw Shares.

As of the close of business on the date hereof, the Fund directly owned 1,764,662 Shares, constituting approximately 8.5% of the issued and outstanding Shares.  All of such Shares are owned by various investment advisory clients or employees of GPC.  The Fund is deemed to be the beneficial owner of those Shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, due to its discretionary power to make investment decisions over such Shares for its clients and employees.  By virtue of their relationship with the Fund discussed in further detail in Item 2, each of GPC and Mr. Rudolf may be deemed to beneficially own the Shares owned directly by the Fund.

As of the close of business on the date hereof, Mr. Rudolf beneficially owned 400,214 Shares, including 30,000 Shares held in an account he controls for the benefit of his wife and 149,817 Shares held in various accounts he controls for the benefit of other family members, constituting approximately 1.9% of the Shares outstanding.

Because of the right to vote the Shaw Shares under the terms of the Agreement and Proxy, the Reporting Persons may be deemed to be part of a group under the Exchange Act with the Shaws.  If deemed part of a group with the Shaws, the Reporting Persons would be deemed to collectively have beneficial ownership over 4,637,006 Shares, constituting approximately 22.2% of the outstanding Shares, including 8,000 shares underlying stock options that are exercisable within 60 days.  The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any of the securities reported herein or a group with the Shaws. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person.

(b)           GPC and Mr. Rudolf share the power to vote the Shaw Shares with respect to only those matters referenced in Item 4 above.  Neither GPC nor Mr. Rudolf has voting or dispositive power over the Shaw Shares except as described in the Agreement and Proxy.  Each of GPC and Mr. Rudolf express disclaim beneficial ownership of the Shaw Shares.  The Fund, GPC and Mr. Rudolf share the power to vote and dispose of the Shares owned directly by the Fund.  Mr. Rudolf has the sole power to vote and dispose of the Shares he owns directly and the Shares held in accounts for the benefit of his wife and other family members.

6

CUSIP NO. 928703107

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended to add the following:

The description of the Agreement and Proxy described in Item 4 above is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is amended to add the following:

99.1 Voting Agreement and Irrevocable Proxy dated as of October 28, 2014 by and among Glacier Peak Capital LLC, Jerome Shaw, Joyce Cutler-Shaw, The Jerome and Joyce Shaw Family Trust U/D/T dated 8/6/1969, and The Rachel Lynn Shaw Trust U/D/T dated 11/23/2001.

7

CUSIP NO. 928703107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 30, 2014

GLACIER PEAK U.S. VALUE FUND, L.P. By: Glacier Peak Capital LLC, its general partner
By:	/s/ John C. Rudolf
	Name:	John C. Rudolf
	Title:	President

GLACIER PEAK CAPITAL LLC
By:	/s/ John C. Rudolf
	Name:	John C. Rudolf
	Title:	President
/s/ John C. Rudolf
JOHN C. RUDOLF

8

EX-99.1

Exhibit 99.1

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) dated as of October 28, 2014, is entered into by and among Jerome Shaw and the other shareholders identified on the signature page hereto (collectively, the “Shareholders”) and Glacier Peak Capital LLC, a Washington limited liability company (“GPC”).

WHEREAS, the Shareholders are the beneficial owners of certain shares of common stock, par value $0.10 per share (the “Covered Shares”), of Volt Information Sciences, Inc, a New York corporation (“VOLT”);

WHEREAS, Glacier Peak U.S. Value Fund, L.P., a Washington limited partnership (the “Fund”), GPC and John C. Rudolf (together with the Fund and GPC, the “Glacier Group”) beneficially own, in the aggregate, 2,164,876 shares of common stock of VOLT, constituting approximately 10.4% of the issued and outstanding shares of common stock of VOLT;

WHEREAS, the Shareholders and Glacier Group have had discussions regarding VOLT’s continued poor financial performance, the destruction in shareholder value and the failure of senior management to address VOLT’s poor operating results;

WHEREAS, the Glacier Group, in its sole discretion, may seek representation on VOLT’s Board of Directors or make proposals to VOLT at VOLT’s next annual meeting of shareholders to enhance shareholder value; and

WHEREAS, in consideration of the Glacier Group’s efforts to effect meaningful change at VOLT, the Shareholders and GPC agree as follows:

               1.             Grant of Irrevocable Proxy; Appointment of Proxy.

(a)           The Shareholders hereby constitute and appoint John Rudolf in his capacity as President of GPC, or any other designee of GPC (each a “Proxy Holder”), each as their attorney-in-fact and grants to each of them an irrevocable proxy to vote all Covered Shares and all other voting securities of VOLT as to which the Shareholders may acquire after the date hereof (the “New Shares” and, together with the Covered Shares, the “Subject Shares”), which the Shareholders would be entitled to vote if personally present at the 2015 Annual Meeting of Shareholders of VOLT (the “Annual Meeting”), including any adjournment or postponement thereof, or at any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.

(b)           All power and authority hereby conferred is coupled with an interest and is irrevocable (to the fullest extent permitted by applicable law).  All prior powers of attorney and proxies granted by the Shareholders at any time with respect to the Subject Shares is hereby revoked and no subsequent powers of attorney, proxies, consents or revocations may be given at any time by the Shareholders with respect thereto (and if given, will not be deemed effective).

2.            Voting Agreement; Power of Proxy.  The Proxy Holder will be empowered to vote the Subject Shares, at any time and from time to time, in its sole and absolute discretion and without notice to the Shareholders, with respect to all matters brought before a vote of the shareholders of VOLT, including a vote for the election of directors, at the Annual Meeting or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.

3.            Transfer Restrictions; Assigns.

(a)           The Shareholders shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Subject Shares, or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the termination of this Agreement; provided, however, that (x) nothing contained herein will be deemed to restrict the ability of any Shareholder to exercise, prior to the termination of this Agreement, any options or other rights held by such Shareholder; (y) such Shareholder may transfer or otherwise dispose of the Subject Shares (i) to any member of the Shareholder’s immediate family, (ii) to one or more trusts in connection with their estate planning, which trusts are for the benefit of such Shareholder or any member of the Shareholder’s immediate family, (iii) to a charitable organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) in connection with or for the purpose of personal tax-planning; provided, however, that any transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement; and (z) in the event of death of Jerome Shaw or Joyce Cutler-Shaw, the legal representatives of any Shareholder may sell the Subject Shares beneficially owned by Jerome Shaw and/or Joyce Cutler-Shaw in the open market free and clear of the transfer restrictions set forth herein.

(b)           Except as otherwise set forth in subsection (a) above, all authority herein conferred shall survive the death or incapacity of the Shareholders (who are natural persons) and any obligation of such Shareholders hereunder shall be binding upon the heirs, personal representatives, successors and assigns of such Shareholders.

4.            Termination.  This Agreement, and all rights and obligations of the parties hereunder, including the irrevocable proxy granted herein, shall terminate on the earlier of (i) December 31, 2015 and (ii) the completion of the Annual Meeting or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.

5.            Miscellaneous.

(a)           This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(b)           If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law.

(c)           This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person any rights or remedies hereunder.

(d)           This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement.

(e)           The parties shall execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.

[Signature page on next page]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

GLACIER PEAK CAPITAL LLC
By:	/s/ John Rudolf
	Name:	John Rudolf
	Title:	President

/s/ Jerome Shaw

JEROME SHAW

/s/ Joyce Cutler-Shaw

JOYCE CUTLER-SHAW

THE JEROME AND JOYCE SHAW FAMILY TRUST U/D/T DATED 8/6/1969
By:	/s/ Jerome Shaw
	Name:	Jerome Shaw
	Title:	Trustee
By:	/s/ Joyce Cutler-Shaw
	Name:	Joyce Cutler-Shaw
	Title:	Trustee

THE RACHEL LYNN SHAW TRUST U/D/T DATED 11/23/2001
By:	/s/ Jerome Shaw
	Name:	Jerome Shaw
	Title:	Trustee
By:	/s/ Joyce Cutler-Shaw
	Name:	Joyce Cutler-Shaw
	Title:	Trustee