SC 13D/A 1 eh1300969_13da6-nts.htm AMENDMENT NO. 6 eh1300969_13da6-nts.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)
_______________________
 
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)
_______________________
 
July 24, 2013
(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
 SCHEDULE 13D
Page 2 of 10


 
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
 
176,685 shares
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
176,685 shares
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
176,685 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)
 
1.5%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 

 
CUSIP No. 638104109
 SCHEDULE 13D
Page 3 of 10


 
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
 
446,642 shares
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
446,642 shares
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
446,642 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)
 
3.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 4 of 10


 
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
 
808,706 shares
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
808,706 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
808,706 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)
 
7.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 5 of 10


 
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
 
808,706 shares
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
808,706 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
808,706 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)
 
7.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 6 of 10

 
Item 1.  Security and Issuer.
 
This Amendment No. 6 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, as amended by Amendment No. 3 thereto filed on January 4, 2011, as amended by Amendment No. 4 thereto filed on March 14, 2012, and as amended by Amendment No. 5 filed on July 12, 2013 (collectively, the “Statement”) by the Reporting Persons (as defined herein).  This Amendment No. 6 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 decreased by more than one percent of the outstanding shares of Common Stock of the Issuer.
.
Item 2.  Identity and Background.
 
No material change.

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 11,620,695 shares of Common Stock outstanding as of June 6, 2013, 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 June 11, 2013.

(a)           As of the date hereof, each of SMF and SPF beneficially owns 176,685 shares of Common Stock and 446,642 shares of Common Stock,  respectively, or 1.5% and 3.8%, 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 managed accounts that hold 185,379 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 808,706 shares of Common Stock or 7.0% of the Company’s issued and outstanding shares of Common Stock.
 
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 7 of 10

 
By virtue of the fact that Andrew Sandler is the portfolio manager of SMF, SPF and the managed accounts referred to above, and is authorized and empowered to vote and dispose of the securities held by SMF, SPF and the managed accounts, 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 owns.  Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 808,706 shares of Common Stock or 7.0% 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 176,685 shares of Common Stock that may be deemed to be owned beneficially by it. SPF has the sole power to direct the vote and the sole power to direct the disposition of the 446,642 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 808,706 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 808,706 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.
 
Item 7.  Materials to be Filed as Exhibits.
 
Exhibit 7.01:
Joint Filing Agreement

 
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 8 of 10

 
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 July 26, 2013.
 
SANDLER CAPITAL MANAGEMENT
  
By:  ALCR 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
 SCHEDULE 13D
Page 9 of 10


 
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
6/4/2013
SCM
Sell
3,676
$13.96
6/5/2013
SMF
Sell
5,168
$14.18
6/6/2013
SMF
Sell
6,973
$13.75
6/7/2013
SMF
Sell
8,890
$13.97
6/10/2013
SMF
Sell
14,870
$14.03
6/11/2013
SCM
Sell
2,289
$14.00
6/12/2013
SCM
Sell
8,589
$13.75
6/13/2013
SMF
Sell
3,595
$14.02
6/14/2013
SMF
Sell
4,254
$14.00
6/17/2013
SMF
Sell
459
$13.79
6/19/2013
SMF
Sell
8,173
$13.90
6/20/2013
SMF
Sell
5,285
$13.86
6/21/2013
SMF
Sell
1,961
$13.77
6/24/2013
SMF
Sell
2,754
$13.82
6/24/2013
SMF
Sell
7,676
$13.91
6/25/2013
SMF
Sell
2,324
$13.90
6/25/2013
SMF
Sell
6,325
$14.00
6/26/2013
SMF
Sell
3,675
$13.90
6/26/2013
SMF
Sell
5,355
$13.94
6/27/2013
SMF
Sell
4,645
$13.96
6/27/2013
SMF
Sell
8,203
$13.99
6/28/2013
SMF
Sell
1,797
$14.09
6/28/2013
SMF
Sell
20,407
$14.00
7/8/2013
SCM
Sell
6,050
$16.13
7/8/2013
SMF
Sell
23,950
$16.13
7/10/2013
SCM
Sell
1,670
$17.04
7/10/2013
SCM
Sell
1,690
$16.85
7/10/2013
SMF
Sell
8,320
$16.85
7/10/2013
SMF
Sell
8,330
$17.04
7/11/2013
SPF
Sell
20
$17.21
7/11/2013
SCM
Sell
3,360
$17.21
7/11/2013
SMF
Sell
16,620
$17.21
7/12/2013
SCM
Sell
820
$17.17
7/12/2013
SMF
Sell
4,070
$17.17
7/12/2013
SPF
Sell
10,110
$17.17
7/15/2013
SCM
Sell
420
$17.04
7/15/2013
SPF
Sell
5,720
$17.04
7/15/2013
SMF
Sell
5,860
$17.04
7/16/2013
SCM
Sell
1,490
$17.05
7/16/2013
SMF
Sell
7,230
$17.05
7/16/2013
SPF
Sell
18,280
$17.05
7/17/2013
SCM
Sell
510
$16.67
7/17/2013
SCM
Sell
1,720
$16.67
7/17/2013
SMF
Sell
2,490
$16.67
7/17/2013
SPF
Sell
6,280
$16.67
7/19/2013
SCM
Sell
98
$16.09
7/19/2013
SCM
Sell
500
$16.09
7/19/2013
SMF
Sell
600
$16.09
7/19/2013
SPF
Sell
1,500
$16.09
7/22/2013
SCM
Sell
100
$16.00
7/22/2013
SCM
Sell
400
$16.00
7/22/2013
SMF
Sell
465
$16.00
7/22/2013
SPF
Sell
1,300
$16.00
7/23/2013
SCM
Sell
480
$16.06
7/23/2013
SCM
Sell
1,820
$16.06
7/23/2013
SMF
Sell
2,210
$16.06
7/23/2013
SPF
Sell
5,490
$16.06
7/24/2013
SCM
Sell
1,460
$16.20
7/24/2013
SCM
Sell
3,460
$16.20
7/24/2013
SMF
Sell
7,110
$16.20
7/24/2013
SPF
Sell
17,970
$16.20
 
 
 
 
 
CUSIP No. 638104109
 SCHEDULE 13D
Page 10 of 10

 
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 July 26, 2013.
 
 
SANDLER CAPITAL MANAGEMENT
  
By:  ALCR 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