SC 13D/A 1 sc13da3_nts.htm AMENDMENT NO. 3 sc13da3_nts.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 
 
NATIONAL TECHNICAL SYSTEMS, INC.
 (Name of Issuer)
 
Common Stock, no par value per share
(Title of Class of Securities)
 
638104109
 (CUSIP Number)
 
Stacey Seewald
Sandler Capital Management
711 Fifth Avenue, 15th Floor
New York, NY  10022
(212) 754-8100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
 
January 3, 2011
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-1(a) 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. 638104109
 SC 13D
Page  2 of 18


 
1
NAME OF REPORTING PERSON
 
   
    Sandler Master Fund Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
    WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New York
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
308,498 shares
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
308,498 shares
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
308,498 shares
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.04%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  3 of 18


 
1
NAME OF REPORTING PERSON
 
   
    Sandler Plus Master Fund, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
    WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
243,980 shares
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
243,980 shares
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
243,980 shares
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.41%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  4 of 18


 
1
NAME OF REPORTING PERSON
 
   
    Andrew Sandler
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
    WC
  
5
CHECK BOX 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
 
-0-
8
SHARED VOTING POWER
 
820,489 shares
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
820,489 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
820,489 shares
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.09%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  5 of 18


 
1
NAME OF REPORTING PERSON
 
   
    Sandler Capital Management
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
    WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New York
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
820,489 shares
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
820,489 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
820,489 shares
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.09%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  6 of 18

 
Item 1.  Security and Issuer.
 
This Amendment No. 3 to Schedule 13D (this “Statement”) relates to the common stock, no par value per share (the “Common Stock”), of National Technical Systems, Inc. (the “Company” or the “Issuer”).  This Statement supplementally amends the initial statement on Schedule 13D, filed on September 29, 2010, as amended by Amendment No. 1 thereto, filed on October 29, 2010, as amended by Amendment No. 2 thereto filed on December 23, 2010 (collectively, the “Statement”) by the Reporting Persons (as defined herein).  This Amendment No. 3 is being filed by the Reporting Persons to report that, as a result of recent transactions in the Common Stock, the beneficial ownership of the Reporting Persons has increased by more than one percent of the outstanding shares of Common Stock of the Issuer.  This Amendment No. 3 also reflects certain transfers among the Reporting Persons and their affiliates as a result of which Common Stock previously held directly by Sandler Associates, Sandler Associates II, L.P. and Sandler Offshore Fund, Inc. is now held by SMF (as defined below).

Item 2.  Identity and Background.
 
Item 2 of the Initial Statement is hereby replaced in its entirety with the following:

This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, by each of the following persons (sometimes referred to herein collectively as “Reporting Persons”):

(i) Sandler Master Fund, Ltd., a company formed under the laws of the Cayman Islands (“SMF”);

(ii) Sandler Plus Master Fund, Ltd., a company formed under the laws of the Cayman Islands (“SPF”);

(iii) Andrew Sandler, a U.S. citizen, by virtue of his being the portfolio manager of SMF, SPF and a managed account; and

(iv) Sandler Capital Management, a registered investment advisor and a New York general partnership (“SCM”), by virtue of its being the investment adviser to SMF, SPF and a managed account.

Each Reporting Person is in the business of acquiring, holding and disposing of interests in various companies for investment purposes.  The address of the principal office of Andrew Sandler and SCM is 711 Fifth Avenue, 15th Floor, New York, NY  10022.  The address of the registered office of SMF and SPF is c/o dms Corporate Services Ltd., P.O. Box 1344, dms House, 20 Genesis Close, Grand Cayman KY1-1108, Cayman Islands.

There are seven general partners of SCM (the “SCM General Partners”).  The SCM General Partners are MJDM Corp., ALCR Corp., ARH Corp., SERF Corp., JYK SCM Corp., EML SCM Corp. and VM SCM Corp., each of which has a business address of 711 Fifth Avenue, 15th Floor, New York, New York 10022 and is in the business of acquiring, holding and disposing of interests in various companies for investment purposes.  Each SCM General Partner (other than ARH Corp. and ALCR Corp.) is a New York corporation.  ARH Corp. and ALCR Corp. are Delaware corporations.  The attached Schedule A sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and contains the
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  7 of 18
 
following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

None of the Reporting Persons and to the best of each of the Reporting Person’s knowledge none of the persons named in Schedule A hereto, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future 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.

No material change.

Item 4.  Purpose of Transaction.

No material change.

Item 5.  Interest in Securities of the Issuer.
 
Item 5 of the Initial Statement is hereby replaced in its entirety with the following:

 The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is calculated in accordance with Rule 13d-3(d) and based upon 10,142,590 shares of Common Stock outstanding as of December 8, 2010, which is the total number shares of Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on December 14, 2010.

(a)           As of the date hereof, each of SMF and SPF beneficially owns 308,498 shares of Common Stock and 243,980 shares of Common Stock,  respectively, or 3.04% and 2.41%, respectively, of the Company’s issued and outstanding shares of Common Stock.

By virtue of the fact that SCM is the investment adviser to and is authorized and empowered to vote and dispose of the securities held by SMF, SPF and a managed account that holds 268,011 shares of Common Stock, SCM may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each beneficially own.  Accordingly, as of the date hereof, SCM may be deemed to own beneficially an aggregate of 820,489 shares of Common Stock or 8.09% of the Company’s issued and outstanding shares of Common Stock.

By virtue of the fact that Andrew Sandler is the portfolio manager of SMF, SPF and the managed account referred to above, and is authorized and empowered to vote and dispose of the securities held by SMF, SPF and the managed account, Andrew Sandler may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each beneficially own.  Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 820,489 shares of Common Stock or 8.09% of the Company’s issued and outstanding shares of Common Stock.

(b)           SMF has the sole power to direct the vote and the sole power to direct the disposition of the 308,498 shares of Common Stock that may be deemed to be owned beneficially
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  8 of 18
  
by it. SPF has the sole power to direct the vote and the sole power to direct the disposition of the 243,980 shares of Common Stock that may be deemed to be owned beneficially by it.  SCM has the shared power to direct the vote and the shared power to direct the disposition of the 820,489 shares of Common Stock that may be deemed to be owned beneficially by it.  Andrew Sandler has the shared power to direct the vote and the shared power to direct the disposition of the 820,489 shares of Common Stock that may be deemed to be owned beneficially by him.

(c)           Except as set forth in Schedule B, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.

(d)           No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

      (e)  
Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer.
 
No material change.
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  9 of 18

 
Item 7.  Materials to be Filed as Exhibits.
 
       Exhibit 7.01:
Joint Filing Agreement

 
 
 
 
 
 
 
 
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  10 of 18

 
 
SIGNATURES
 
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 as of January 4, 2011.

 
SANDLER CAPITAL MANAGEMENT
  
By:  MJDM Corp., a general partner
  
     
By:  
/s/ Moira Mitchell
  
Name:
Moira Mitchell
  
Title:
President
  
   
   
SANDLER MASTER FUND, LTD.
 
  
By:  
/s/ Steven Warshavsky
  
Name:
Steven Warshavsky
  
Title:
Director
  
   
   
SANDLER PLUS MASTER FUND, LTD.
 
  
By:  
/s/ Steven Warshavsky
  
Name:
Steven Warshavsky
  
Title:
Director
  

 
/s/ Andrew Sandler
  
Andrew Sandler  

 
 
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  11 of 18
 
 
SCHEDULE A
 
The following Schedule sets forth the controlling persons, the executive officers and the directors of each of the SCM General Partners, and contains the following information with respect to each such person: (i) name, (ii) citizenship, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.
 
MJDM CORP.
 
Michael Marocco, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Kathy Rose, Vice President, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
 
 
ALCR CORP.
 
Andrew Sandler, Sole Shareholder and Controlling Person
United States
Managing Director
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  12 of 18

 
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Ellen O’Keefe, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Ricky Sandler, Director
United States
Investments
Eminence Partners LLC,
Investment Management
20 Park Avenue
Suite 3300
New York, New York 10166
 
ARH CORP.
 
Harvey Sandler, Majority Shareholder and Controlling Person
United States
Founder
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Jeffrey M. Levine, President
United States
Chief Financial Officer
Sandler Enterprises,
Investment Services
1555 North Park Drive
Suite 101
Weston, Florida  33329
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  13 of 18

 
Moira Mitchell, Treasurer and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
Ricky Sandler, Director
United States
Investments
Eminence Partners LLC,
Investment Management
20 Park Avenue
Suite 3300
New York, New York 10166
 
SERF CORP.

Douglas Schimmel, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Michael Todres, Director
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  14 of 18

 
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590

JYK SCM CORP.

Jae Kim, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590

EML SCM CORP.

Eric Lewis, Sole Shareholder and Controlling Person
United States
Managing Director
 
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  15 of 18

 
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590


VM SCM CORP.

Vito Menza, Sole Shareholder and Controlling Person
United States
Managing Director
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Moira Mitchell, President
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  16 of 18



Kathy Rose, Vice President and Secretary
United States
Administrative
Sandler Capital Management,
Investment Advisor
711 Fifth Avenue
New York, New York 10022

Michael Todres, Director
United States
Accountant
Todres and Rubin LLP,
Accounting
400 Post Avenue
Suite 205
Westbury, New York 11590
 
 
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  17 of 18


SCHEDULE B

TRANSACTIONS IN THE COMMON STOCK (NO PAR VALUE PER SHARE)
OF NATIONAL TECHNICAL SYSTEMS, INC. DURING THE PAST 60 DAYS

(All transactions were made in the open market unless otherwise indicated)
 
 
    Date
Transaction
Conducted By
Transaction
Type
Number of
Shares
Price Per Share
12/22/10
SCM
Buy
1800
$7.76
12/22/10
SPF
Buy
2790
$7.67
12/22/10
SCM
Buy
3060
$7.67
12/22/10
SMF
Buy
4150
$7.67
12/22/10
SPF
Buy
2880
$7.66
12/22/10
SCM
Buy
3160
$7.66
12/22/10
SMF
Buy
3960
$7.66
12/23/10
SPF
Buy
9350
$7.87
12/23/10
SCM
Buy
10280
$7.87
12/23/10
SMF
Buy
12870
$7.87
12/27/10
SPF
Buy
3310
$8.08
12/27/10
SCM
Buy
3640
$8.08
12/27/10
SMF
Buy
4550
$8.08
12/28/10
SCM
Buy
2500
$8.00
12/29/10
SCM
Buy
8400
$8.00
12/30/10
SCM
Buy
9590
$8.00
12/31/10
SCM
Buy
1100
$7.98
01/03/11
SPF
Buy
19800
$8.19
 

 
 
 
 
 
 

CUSIP No. 638104109
 SC 13D
Page  18 of 18


EXHIBIT 7.01
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of National Technical Systems, Inc. and that this Agreement be included as an Exhibit to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of January 4, 2011.
 

 
SANDLER CAPITAL MANAGEMENT
  
By:  MJDM Corp., a general partner
  
     
By:  
/s/ Moira Mitchell
  
Name:
Moira Mitchell
  
Title:
President
  
   
   
SANDLER MASTER FUND, LTD.
 
  
By:  
/s/ Steven Warshavsky
  
Name:
Steven Warshavsky
  
Title:
Director
  
   
   
SANDLER PLUS MASTER FUND, LTD.
 
  
By:  
/s/ Steven Warshavsky
  
Name:
Steven Warshavsky
  
Title:
Director
  

 
/s/ Andrew Sandler
  
Andrew Sandler