0000921895-14-002738.txt : 20141229 0000921895-14-002738.hdr.sgml : 20141225 20141229151040 ACCESSION NUMBER: 0000921895-14-002738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141222 FILED AS OF DATE: 20141229 DATE AS OF CHANGE: 20141229 ISSUER: 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: 1031 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-704-2400 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gillman Charles M CENTRAL INDEX KEY: 0001386979 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312424 MAIL ADDRESS: STREET 1: 1223 WILSHIRE BOULEVARD STREET 2: OFFICE 648 CITY: SANTA MONICA STATE: CA ZIP: 90402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boone James E. CENTRAL INDEX KEY: 0001623857 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312425 MAIL ADDRESS: STREET 1: C/O GLACIER PEAK CAPITAL STREET 2: CITY CNTR BLDG., 500 108TH AVE, NE, #905 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERGAMO ANTHONY CENTRAL INDEX KEY: 0001237109 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rudolf John C CENTRAL INDEX KEY: 0001622933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312427 MAIL ADDRESS: STREET 1: C/O GLACIER PEAK CAPITAL STREET 2: CITY CNTR BLDG, 500 108TH AVE, NE, #905 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glacier Peak Capital LLC CENTRAL INDEX KEY: 0001567397 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312428 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE SUITE 905 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-453-5010 MAIL ADDRESS: STREET 1: 500 108TH AVE NE SUITE 905 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glacier Peak U.S. Value Fund, L.P. CENTRAL INDEX KEY: 0001562077 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 141312429 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE, SUITE 905 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254535010 MAIL ADDRESS: STREET 1: 500 108TH AVE NE, SUITE 905 CITY: BELLEVUE STATE: WA ZIP: 98004 4 1 form410167002_12292014.xml OWNERSHIP DOCUMENT X0306 4 2014-12-22 0 0000103872 VOLT INFORMATION SCIENCES, INC. VISI 0001562077 Glacier Peak U.S. Value Fund, L.P. 500 108TH AVENUE NE SUITE 905 BELLEVUE WA 98004 0 0 1 0 0001567397 Glacier Peak Capital LLC 500 108TH AVENUE NE SUITE 905 BELLEVUE WA 98004 0 0 1 0 0001622933 Rudolf John C 500 108TH AVENUE SUITE 905 BELLEVUE WA 98004 0 0 1 0 0001237109 BERGAMO ANTHONY C/O GLACIER PEAK CAPITAL, CITY CNTR BLDG 500 108TH AVE, NE #905 BELLEVUE WA 98004 0 0 1 0 0001623857 Boone James E. C/O GLACIER PEAK CAPITAL, CITY CNTR BLDG 500 108TH AVE, NE #905 BELLEVUE WA 98004 0 0 1 0 0001386979 Gillman Charles M C/O GLACIER PEAK CAPITAL, CITY CNTR BLDG 500 108TH AVE, NE #905 BELLEVUE WA 98004 0 0 1 0 Common Stock, $0.10 Par Value 2014-12-22 4 P 0 4213 10.31 A 1768875 D Common Stock, $0.10 Par Value 2014-12-23 4 P 0 3800 10.50 A 1772675 D Common Stock, $0.10 Par Value 2464130 I By GPC as Proxy Common Stock, $0.10 Par Value 405214 D Common Stock, $0.10 Par Value 10000 D Common Stock, $0.10 Par Value 10000 D This Form 4 is filed jointly by Glacier Peak U.S. Value Fund, L.P. (the "Fund"), Glacier Peak Capital LLC ("GPC"), John C. Rudolf, Anthony Bergamo, James E. Boone and Charles M. Gillman (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by the Fund. GPC, as the general partner of the Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund. Mr Rudolf, as President of GPC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund. On October 28, 2014, GPC entered into a Voting Agreement and Irrevocable Proxy dated October 28, 2014 (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, 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 or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof. Solely as a result of the Agreement and Proxy, GPC and Mr. Rudolf may be deemed to beneficially own the 2,472,130 shares (including 8,000 shares underlying stock options) owned by the Shaws. Each of GPC and Mr. Rudolf expressly disclaim beneficial ownership of the shares beneficially owned by the Shaws. 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 Reporting Persons have no pecuniary interest in the shares subject to the Agreement and Proxy granted by the Shaws. Mr. Rudolf directly owns 220,397 Shares of Common Stock, may be deemed to beneficially own 5,000 Shares of Common Stock that are held in an IRA account that he controls, may be deemed to beneficially own 30,000 Shares of Common Stock that are held in an account he controls for the benefit of his wife, and may be deemed to beneficially own 149,817 Shares of Common Stock held in various accounts he controls for the benefit of other family members. Mr. Bergamo directly owns 10,000 Shares of Common Stock. Mr. Boone directly owns 10,000 Shares of Common Stock. Glacier Peak U.S. Value Fund, L.P.; By: Glacier Peak Capital LLC; By: /s/ John C. Rudolf, as President 2014-12-24 Glacier Peak Capital LLC; By: /s/ John C. Rudolf, as President 2014-12-24 /s/ John C. Rudolf 2014-12-24 Anthony Bergamo; By: /s/ John C. Rudolf, Attorney in Fact 2014-12-24 James E. Boone; By: /s/ John C. Rudolf, Attorney in Fact 2014-12-24 Charles M. Gillman; By: /s/ John C. Rudolf, Attorney in Fact 2014-12-24