0001104659-13-087145.txt : 20131126
0001104659-13-087145.hdr.sgml : 20131126
20131126144353
ACCESSION NUMBER: 0001104659-13-087145
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131122
FILED AS OF DATE: 20131126
DATE AS OF CHANGE: 20131126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NATIONAL TECHNICAL SYSTEMS INC /CA/
CENTRAL INDEX KEY: 0000110536
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734]
IRS NUMBER: 954134955
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 24007 VENTURA BLVD
CITY: CALABASAS
STATE: CA
ZIP: 91302
BUSINESS PHONE: 8185910776
MAIL ADDRESS:
STREET 1: 24007 VENTURA BLVD
CITY: CALABASAS
STATE: CA
ZIP: 91302
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL TECHNICAL SYSTEMS /DE/
DATE OF NAME CHANGE: 19880218
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL TECHNICAL SERVICES INC
DATE OF NAME CHANGE: 19810712
FORMER COMPANY:
FORMER CONFORMED NAME: LINCOLN FUND INC
DATE OF NAME CHANGE: 19760315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mapes John T
CENTRAL INDEX KEY: 0001335349
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34882
FILM NUMBER: 131243752
MAIL ADDRESS:
STREET 1: C/O AURORA CAPITAL GROUP
STREET 2: 10877 WILSHIRE BLVD #2100
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PARSKY GERALD L
CENTRAL INDEX KEY: 0001256531
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34882
FILM NUMBER: 131243753
MAIL ADDRESS:
STREET 1: AURORA CAPITAL PARTNERS LP
STREET 2: 10877 WILSHIRE BOULEVARD SUITE 2100
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nest Parent, Inc.
CENTRAL INDEX KEY: 0001585304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34882
FILM NUMBER: 131243754
BUSINESS ADDRESS:
STREET 1: 10877 WILSHIRE BLVD.
STREET 2: SUITE 2100
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
BUSINESS PHONE: 310-551-0101
MAIL ADDRESS:
STREET 1: 10877 WILSHIRE BLVD.
STREET 2: SUITE 2100
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
4
1
a4.xml
4
X0306
4
2013-11-22
1
0000110536
NATIONAL TECHNICAL SYSTEMS INC /CA/
NTSC
0001585304
Nest Parent, Inc.
10877 WILSHIRE BLVD., SUITE 2100
LOS ANGELES
CA
90024
0
0
1
0
0001256531
PARSKY GERALD L
10877 WILSHIRE BLVD., SUITE 2100
LOS ANGELES
CA
90024
0
0
1
0
0001335349
Mapes John T
10877 WILSHIRE BLVD., SUITE 2100
LOS ANGELES
CA
90024
0
0
1
0
Common Stock
2013-11-22
4
J
0
196261
A
196261
D
Common Stock
2013-11-22
4
J
0
196261
0
D
0
D
On November 22, 2013, certain members of management of NTS contributed an aggregate of 196,261 shares of NTS common stock to NTS Holding (as defined below), the sole owner of Parent, in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share. NTS Holding subsequently contributed and assigned such shares to Parent.
This statement is being filed jointly by Parent and Messrs. Gerald L. Parsky and John T. Mapes. Messrs. Parsky and Mapes are the sole managing members of Aurora Capital Partners IV LLC ("ACPIV"), which is the general partner of Aurora Equity Partners IV L.P. ("AEPIV"), which was the sole stockholder of NTS Holding Corporation, Inc. (f/k/a Aurora Pacific Equity Partners, Inc.) ("NTS Holding") at the time of the transactions described herein, which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and NTS Holding (collectively, the "Aurora Persons") may be deemed to beneficially own any shares of NTS common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent.
Except as described in footnote (1), none of the Aurora Persons has a pecuniary interest in any shares of NTS common stock and therefore is not the beneficial owner of any shares of NTS common stock for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Aurora Persons that it is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership thereof is expressly disclaimed.
On November 22, 2013, pursuant to the terms of the Merger Agreement, each share of NTS common stock held by Parent was automatically cancelled for no consideration.
* By virtue of the voting rights granted to Nest Parent, Inc. ("Parent") in that certain Voting Agreement, dated as of August 15, 2013, among Parent and the shareholders of National Technical Systems, Inc. ("NTS") party thereto, which was entered into in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2013 (the "Merger Agreement"), by and among Parent, Nest Merger Sub, Inc., a wholly-owned subsidiary of Parent, and NTS, Parent may have been deemed for purposes of Rule 13d-3 of the Exchange Act to beneficially own approximately 18.7% of NTS's common stock prior to the consummation of the transactions described herein. Neither the filing of this Form 4 nor any of its contents (other than with respect to the shares of NTS common stock reported as directly owned by Parent herein) shall be deemed to constitute an admission that Parent is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes.
/s/ Timothy J. Hart, as Vice, President, Secretary and General Counsel for Nest Parent, Inc.
2013-11-26
/s/ Gerald L. Parsky
2013-11-26
/s/ John T, Mapes
2013-11-26