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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 to Amendment No. 18 on Schedule 13G)
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 2, 2005
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(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 [ ]
CUSIP No. 928703107 13D Page 2 of 5 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jerome Shaw
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds:
OO (See Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 130,498
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 3,498,136
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 130,498
Person With ------------------------------------------------------
10. Shared Dispositive Power 3,498,136
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,628,634
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
23.7%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 928703107 13D Page 3 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On September 2, 2005 the Jerome Shaw Annuity Trust (the "Trust")
terminated. 233,435 shares of Common Stock held by the Trust were distributed
directly to Steven Shaw and 152,200 shares were distributed to the undersigned
and his wife as trustees of a revocable trust for their benefit or as community
property, as to which they have shared voting and investment power. The Trust
was created for estate planning purposes by Jerome Shaw (the "Grantor"). These
shares were personally held by the Grantor since the organization of Volt
Information Sciences, Inc., a New York corporation (the "Issuer"), until the
creation of the Trust. No funds or other consideration were borrowed or
otherwise obtained for the purposes of acquiring these shares.
Item 4. Purpose of Transaction.
On September 2, 2005 the Trust terminated. 233,435 shares of Common Stock
held by the Trust were distributed directly to Steven Shaw, who is the son of
the Grantor. 152,200 shares were distributed to the undersigned and his wife as
trustees of a revocable trust for their benefit or as community property, as to
which they have shared voting and investment power (pursuant to the terms of
which the undersigned may demand that these shares be transferred back to him at
any time). Except as has been publicly announced, there are no plans or
proposals which Jerome Shaw may have which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) 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; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) 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; (h) 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; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of September 2, 2005, Jerome Shaw may be deemed to be the
"beneficial owner" (as set forth in Rule 13d-3 under the Exchange Act) of
3,628,634 shares of Common Stock presently outstanding, of which 2,466,051
shares are directly beneficially owned by him, and 1,162,583 shares are
indirectly beneficially owned, constituting in the aggregate approximately 23.7%
of the outstanding shares of Common Stock (based on the number of shares of
Common
CUSIP No. 928703107 13D Page 4 of 5 Pages
Stock represented by the Issuer in its filing on Form 10-Q for the fiscal
quarter ended July 31, 2005 to be outstanding as of September 1, 2005). The
number of shares as to which Jerome Shaw has:
sole power to vote or to direct the vote is 130,498*
shared power to vote or direct the vote is 3,498,136
sole power to dispose or to direct the disposition of is 130,498*
shared power to dispose or to direct the disposition of is 3,498,136
* The aggregate of ESOP and Plan (as such terms are defined below) share
ownership has been rounded to the nearest whole number.
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 exercise of an option held by Jerome
Shaw, 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) 2,870.2573 shares held for the undersigned's benefit under the
Company's Employee Stock Ownership Plan (the "ESOP") as at July 31, 2005, 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, (ii) 21,231.6433
shares held for the undersigned under the Savings Plan feature of the Plan as at
July 31, 2005, (iii) 2,335,553 shares owned by the undersigned and his wife as
trustees of a revocable trust for their benefit or as community property, as to
which they have shared voting and investment power (pursuant to the terms of
which the undersigned may demand that these shares be transferred back to him at
any time), (iv) 61,396 shares owned by the undersigned as trustee under a trust
for the undersigned's benefit, (v) 201,250 shares owned of record by the
undersigned and his wife as trustees for one of his children (as to which the
undersigned and his wife may be deemed to have shared voting and investment
power, the reporting of which shares is not an admission of beneficial ownership
of such 201,250 shares), (vi) an aggregate of 294,502 shares owned by the
undersigned, Michael Shaw, Steven Shaw and Lloyd Frank as trustees for the
undersigned's children (as to which the undersigned and the other trustees may
be deemed to have shared voting and investment power, the reporting of which
shares is not an admission of beneficial ownership of such 294,502 shares),
(vii) 9,500 shares held in a family foundation (the reporting of which shares is
not an admission of beneficial ownership of such 9,500 shares) and (viii) an
aggregate of 657,331 shares owned by the undersigned, Linda Shaw, Deborah Shaw
Sevy and Lloyd Frank as trustees for the children of William Shaw, the grantor
of such trusts (as to which the undersigned and the other trustees may be deemed
to have shared voting and investment power, the reporting of which shares is not
an admission of beneficial ownership of such 657,331 shares).
In addition, 6,750 shares of Common Stock are beneficially owned by the
undersigned's wife as to which shares the undersigned disclaims beneficial
ownership.
CUSIP No. 928703107 13D Page 5 of 5 Pages
(c), (d) and (e) Not applicable.
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/ Jerome Shaw
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JEROME SHAW
DATED: January __, 2006