SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Volt Information Sciences, Inc. (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 928703107 (CUSIP Number) Joseph Walsh, Esq. Troutman Sanders LLP 405 Lexington Avenue New York, New York 10174 212-704-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o *The remainder of this cover page shall be filled out for each 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 disclosures provided in a prior cover page. The information required on the reminder 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.
CUSIP No. 928703107 13D/A Page 2 of 5 Pages 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Deborah Shaw 2. Check the Appropriate Box if a Member of a Group (See Instructions) (b) x (a) o 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 1,528,580 8. Shared Voting Power 636,159 9. Sole Dispositive Power 1,528,580 10. Shared Dispositive Power 636,159 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,164,739 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x 13. Percent of Class Represented by Amount in Row (11) 10.3% 14. Type of Reporting Person ( See Instructions) IN
CUSIP No. 928703107 13D/A Page 3 of 5 Pages EXPLANATORY NOTE This Amendment No. 12 (this Amendment ) amends Item 4, Item 5 in its entirety (except that Item 5 only reflects transactions since the filing of Amendment No. 11 ( Amendment No. 11 ) filed with the Securities and Exchange Commission (the SEC ) on December 24, 2014), Item 6 and Item 7 to the statement on Schedule 13D originally filed by Linda Shaw with the SEC on December 15, 2006 (the Original Filing ). Amendment No. 1 to the Original Filing filed with the SEC on June 19, 2006 through Amendment No. 8 to the Original Filing filed with the SEC on February 14, 2012 (the Amendment No. 8 ) were jointly filed by Linda Shaw, Deborah Shaw and the Estate of William Shaw (the Estate ). Amendment No. 9 to the Original Filing through Amendment No. 11 to the Original Filing were each filed solely by Deborah Shaw. Capitalized terms used herein shall have the meanings ascribed to such terms in the Original Filing, as amended. This Amendment reports changes in the beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of shares of Common Stock of the Issuer owned by Deborah Shaw since Amendment No. 11. This Amendment excludes Linda Shaw and the Estate, who had previously jointly reported their beneficial ownership with Deborah Shaw described above. Linda Shaw continues to report her beneficial ownership separately on Schedule 13D. As reported in Amendment No. 8, with the final distribution of shares of Common Stock on June 17, 2010, the Estate ceased being the beneficial owner of any shares of Common Stock. Item 4. Purpose of Transaction Item 4 is amended to add the following: On March 30, 2015, the Issuer, Glacier Peak Capital LLC, a Washington limited liability company ( GP LLC ), Glacier Peak U.S. Value Fund, L.P., a Washington limited partnership ( GP LP ), and John C. Rudolf, an individual resident in the State of Washington, entered into a letter agreement (the Settlement Agreement ), pursuant to which the Issuer agreed, among other things, to add John C. Rudolf, to the board of directors of the Issuer (the Board ) effective immediately, and to nominate each of John C. Rudolf, James E. Boone, Nick S. Cyrus, Michael D. Dean, Dana Messina and Laurie Siegel (the Company Nominees ) for election at the Company s 2015 annual meeting of shareholders (the 2015 Annual Meeting). Current members of the Board, Jerome Shaw, Mark N. Kaplan, William H. Turner and Deborah Shaw will not stand for reelection at the 2015 Annual Meeting and Lloyd Frank will retire from the Board immediately prior to the 2015 Annual Meeting. Also pursuant to the Settlement Agreement, the Issuer agreed to include in its proxy statement for the 2015 Annual Meeting, a proposal to amend its restated certificate of incorporation to declassify the Board, with the declassification to take effect at the 2015 Annual Meeting, such that all directors elected at the 2015 Annual Meeting and thereafter will serve one year terms (the Amendment ). In connection with the Settlement Agreement, on March 30, 2015, the Reporting Person entered into a voting agreement with Linda Shaw, GP LLC, GP LP and John C. Rudolf (the Voting Agreement ) pursuant to which the Reporting Person agreed to vote all shares of Common Stock over which she has sole power to vote or to direct the vote in favor of the Amendment and for each of the Company Nominees at the 2015 Annual Meeting. Additionally, the Reporting Person agreed to use her reasonable best efforts to cause all shares of Common Stock over which she has shared power to vote or to direct the vote in favor of the Amendment and for each of the Company Nominees at the 2015 Annual Meeting. The following description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
CUSIP No. 928703107 13D/A Page 4 of 5 Pages Item 5. Interest in Securities of the Issuer. (a) and (b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner, pursuant to Rule 13d-3 promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act, of 2,164,739 shares of Common Stock. These shares represent, in the aggregate, approximately 10.3% of the 20,977,796 outstanding shares of Common Stock as of the date hereof (shares outstanding include 3,000 shares of Common Stock issuable upon exercise of options currently exercisable or which will become exercisable within 60 days after the date hereof). The number of shares as to which the Reporting Person has: Sole power to vote or to direct the vote is: Shared power to vote or to direct the vote is: Sole power to dispose or to direct the disposition of is: Shared power to dispose or to direct the disposition of is: 1,528,580 636,159 1,528,580 636,159 Of the shares as to which the Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition, (a) 3,000 shares underlie a stock option held by the Reporting Person (the extent to which such option is currently exercisable or becomes exercisable within 60 days after the date hereof) that were granted to her by the Issuer as a director of the Issuer and (b) 71,220 shares are held by the Reporting Person as custodian under the California Uniform Transfers to Minors Act for the benefit of her children. The filing of this statement shall not be construed as an admission that the Reporting Person is, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of the foregoing 71,220 shares. Of the shares as to which the Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition, (a) 73,536 shares are owned by trusts for the benefit of the children of Linda Shaw, the Reporting Person s sister, of which trusts the Reporting Person is co-trustee with Linda Shaw, the sister of the Reporting Person, and Bruce Goodman, the spouse of Linda Shaw (and a director of the Issuer), (b) 557,054 shares are owned by trusts for the benefit of Linda Shaw s children, of which trusts the Reporting Person and Bruce Goodman are co-trustees and (c) 5,749 shares are held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which the Reporting Person, Linda Shaw and a daughter of the Reporting Person are the directors. The filing of this statement shall not be construed as an admission that the Reporting Person, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of the foregoing 632,159 shares. The foregoing amounts exclude (a) 23,019 shares owned by the spouse of the Reporting Person individually, (b) 34,584 shares owned by the spouse of the Reporting Person as custodian for the children of the Reporting Person, and (c) 391,243 shares held by the spouse of the Reporting Person and his sister as co-trustees for the benefit of children of the Reporting Person. The Reporting Person disclaims beneficial ownership of all of the foregoing 448,846 shares.
CUSIP No. 928703107 13D/A Page 5 of 5 Pages (c) Since the filing of Amendment No. 10, the only transaction in the Common Stock effecting the Reporting Person s beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Issuer s Common Stock was that on February 13, 2015, Linda Shaw gifted 4,000 shares to trusts for the benefit of her children, the trustees of which are the Reporting Person, Linda Shaw and Bruce Goodman. This increased the beneficial ownership of the Reporting Person by 4,000 shares. (d) (e) Not applicable. Not applicable. Item 6. Interest in Securities of the Issuer. Item 6 is amended to add the following: The description of the Voting Agreement 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, dated March 30, 2015, by and among Linda Shaw, Deborah Shaw, Glacier Peak Capital LLC, Glacier Peak U.S. Value Fund, L.P. and John C. Rudolf. SIGNATURE After reasonable inquiry and to the best of her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 1, 2015 /s/ Deborah Shaw Deborah Shaw
VOTING AGREEMENT Exhibit 99.1 THIS VOTING AGREEMENT (this Agreement ) dated as of March 30, 2015, is entered into by and among the parties identified on the signature page hereto (collectively, the Shareholders ). WHEREAS, the Shareholders are the beneficial owners of certain shares of common stock, par value $0.10 per share (the Common Stock ), of Volt Information Sciences, Inc., a New York corporation ( Volt ); WHEREAS, Volt, Glacier Peak Capital LLC, a Washington limited liability company ( GP LLC ), Glacier Peak U.S. Value Fund, L.P., a Washington limited partnership ( GP LP ), and John C. Rudolf, have entered into a letter agreement (the Agreement ) with respect to matters related to the 2015 annual meeting (the Annual Meeting ) of shareholders of Volt (capitalized terms used but not defined herein have the meanings set forth in the Agreement); WHEREAS, the Agreement contemplates that GP LLC, GP LP, John C. Rudolf and the other Shareholders signatory hereto will enter into a voting agreement in connection with the voting of shares of Common Stock beneficially owned by them as of the record date for the 2015 annual meeting of shareholders ( Covered Shares ) in favor of (x) the approval of the Amendment and (y) the election of each of the Company Nominees; NOW THEREFORE, the Shareholders agree as follows: 1. Voting Agreement. Each Shareholder hereby severally and not jointly agrees that all Covered Shares beneficially owned by it shall be represented in person or by proxy at the Annual Meeting and that such Shareholder shall vote, or cause to be voted, all such Covered Shares in favor of the Amendment and in favor of the election of each of the Company Nominees. Each Shareholder shall deliver a duly executed proxy with respect to its Covered Shares voted in accordance with the requirements of this Agreement to Volt not less than five business days prior to the Annual Meeting, whether or not such Shareholder intends to appear in person at the Annual Meeting, and shall confirm such delivery in writing or by electronic mail to each of the other Shareholders. For the avoidance of doubt, (i) in the case of GP LLC, Covered Shares shall include all shares in which GPC LLC holds an irrevocable proxy pursuant to that certain 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, and (ii) in the case of Deborah Shaw and Linda Shaw, Covered Shares shall not include shares as to which such Shareholder has shared voting power, but such Shareholder agrees to use her reasonable best efforts to cause such shares to be voted in the same manner as the Covered Shares. 2. Representations and Warranties. Each Shareholder severally and not jointly represents that this Agreement constitutes a valid and binding obligation of such Shareholder, enforceable in accordance with its terms, and that, as of the date hereof, such Shareholder beneficially owns the shares of Common Stock set forth on Exhibit A. 3. Termination. This Agreement, and all rights and obligations of the parties hereunder, including the irrevocable proxy granted herein, shall terminate on the completion of the Annual Meeting. 4. 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 or covenant 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 and covenants 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) Each of the Shareholders (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the federal or state courts located in New York County, New York; (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreement or otherwise in any court other than the such courts; and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The parties agree that mailing of process or other papers in connection with any such action or proceeding to the address set forth on Exhibit A or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. Each of the Shareholders, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such party may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. (d) The Shareholders each acknowledge and agree that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it and that, in the event of any breach or threatened breach hereof, (a) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; (b) the breaching party will not plead in defense thereto that there would be an adequate remedy at law; and (c) the breaching party agrees to waive any applicable right or requirement that a bond be posted by the non-breaching party. Such remedies will not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. (e) 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. (f) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. (g) 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: Name: Title: /s/ John C. Rudolf John C. Rudolf President GLACIER PEAK US VALUE FUND, L.P. By: Name: Title: /s/ John C. Rudolf John C. Rudolf President /s/ John C. Rudolf John C. Rudolf /s/ Deborah Shaw Deborah Shaw /s/ Linda Shaw Linda Shaw
EXHIBIT A Glacier Peak Capital LLC Glacier Peak U.S. Value Fund, L.P. 500 108th Avenue N.E. Suite 905 Bellevue, WA 98004 1,776,111 shares beneficially owned by Glacier Peak U.S. Value Fund, L.P. 2,472,130 shares subject to the irrevocable proxy pursuant to that certain Voting Agreement and Irrevocable Proxy dated as of October 28, 2014 John C. Rudolf c/o Glacier Peak Capital LLC 500 108th Avenue N.E. Suite 905 Bellevue, WA 98004 406,714 shares Linda Shaw 215 Sandy Pond Road Lincoln, MA 01773 1,315,990 shares Deborah Shaw 2908 Maple Avenue Manhattan Beach, CA 90266 1,528,580 shares