SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Volt Information Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
928703107
(CUSIP Number)
Debra R. Cardinali
Verrill Dana LLP
33 Riverside Avenue
Westport, Connecticut 06880
(203) 222-0885
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 28, 2015
(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 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 | Page 2 of 6 |
| (1) | Names of reporting persons
Steven A. Shaw | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
Not Applicable | |||||
| (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 beneficially owned by each reporting person with:
|
(7) | Sole Voting Power
1,115,533(1) | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
1,115,533(1) | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,115,533(1) | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| (13) | Percent of Class Represented by Amount in Row (11)
5.4% | |||||
| (14) | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Mr. Shaw may be deemed to indirectly beneficially own 14,216 shares of Common Stock held as Sole Trustee of trusts for the benefit of two of his nephews. |
| CUSIP NO. 928703107 | Page 3 of 6 |
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this “Schedule13D”) relates to the common stock, par value $0.10 per share (the “Common Stock”), of Volt Information Sciences, Inc., a New York corporation (the “Issuer”).
The address of Issuer’s principal office is 1065 Avenue of Americas, New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Steven A. Shaw (the “Reporting Person”), an individual and citizen of the United States. The Reporting Person is the former President, Chief Executive Officer and director of the Issuer. The Reporting Person’s residential address is 503 13th Avenue East, Apartment 205, Seattle, Washington 98102.
During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree, or final order enjoining further 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
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
This Amendment No. 7 to Schedule 13D is being filed to report (i) the distribution of 54,054 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person’s nephew to such nephew, of which trust the Reporting Person was co-trustee and (ii) the sale of 166,007 shares of Common Stock of the Issuer by the Reporting Person.
| CUSIP NO. 928703107 | Page 4 of 6 |
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The table below sets forth the number of shares of Common Stock directly and indirectly beneficially owned by the Reporting Person. These shares represent, in the aggregate, approximately 5.4% of the 20,822,610 outstanding shares of Common Stock (which includes the 20,816,210 shares of Common Stock reported to be outstanding on April 1, 2015, in the Issuer’s Preliminary Proxy Statement, as filed with the Securities and Exchange Commission on April 17, 2015, plus the 6,400 shares of Common Stock issuable upon exercise of options currently exercisable or which will become exercisable within 60 days after the date hereof).
| Reporting Persons |
Number of Shares With Sole Voting and Dispositive |
Number of Shares With and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned |
||||||||||||
| Mr. Shaw |
1,115,533 | 0 | 1,115,533 | 5.4 | % | |||||||||||
The shares as to which the Reporting Person has sole voting and dispositive power consist of (i) 1,094,917 shares of Common Stock held directly; (ii) 6,400 shares of Common Stock underlying options held by the Reporting Person which are currently exercisable or may become exercisable within 60 days after the date hereof; and (iii) 14,216 shares of Common Stock held by the Reporting Person as the sole trustee of trusts for the benefit of two of his nephews.
Neither the filing of this Amendment No. 7 to Schedule 13D nor the information contained herein shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of the Common Stock referred to herein, for purposes of Section 13(d) of the Exchange Act or otherwise, and such beneficial ownership is expressly disclaimed, other than as to the shares directly owned by the Reporting Person and shares subject to stock options.
(c) On or about April 28, 2015, 54,054 shares of Common Stock of the Issuer subject to a trust for the benefit of the Reporting Person’s nephew, Leo Shaw, of which trust the Reporting Person was co-trustee, were distributed to Leo Shaw and are no longer indirectly beneficially owned by the Reporting Person.
Between May 9, 2014 and December 15, 2014, the Reporting Person sold 166,007 shares of Common Stock of the Issuer. All such sale transactions were effected in the open market through brokers.
(d) Not applicable.
(e) Not applicable.
| CUSIP NO. 928703107 | Page 5 of 6 |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable
ITEM 7. MATERIAL FILED AS EXHIBITS
None.
| CUSIP NO. 928703107 | Page 6 of 6 |
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.
Dated: May 1, 2015
| By: | /s/ Steven A. Shaw | |
| Name: | Steven A. Shaw |