8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 18, 2011

NATIONAL TECHNICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-16438	95-4134955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24007 Ventura Boulevard, Suite 200 Calabasas, California	91302
(Address of Principal Executive Offices)	Zip Code

(818) 591-0776

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

On October 18, 2011 National Technical Systems, Inc., a California corporation (the “Company”) amended the Shareholder Rights Agreement dated as of September 21, 2010 (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., to include within the definition of a “Permitted Acquisition” any acquisition of shares, whether from the Company or a third party, which is approved by the Company’s Board of Directors (the “Board”).  The Board also approved the acquisition of 9,200 shares of common stock by Jeff Kaplan in open market purchases as a Permitted Acquisition.

The amendment of the Rights Agreement was taken in response to the filing of Amendment No. 2 to Schedule 13D and the Joint Filing Agreement by and among Jack Lin, Luis A. Hernandez, Sidney Meltzner and CAS Foundation, which is controlled by Sidney Meltzner, its trustee, and Jeff Kaplan (collectively, the “Shareholder Group”) on August 12, 2011.  In that filing, the Shareholder Group reported the addition of Mr. Kaplan to the group and the acquisition by Mr. Kaplan of 9,200 shares of the Company’s common stock at various times between  April 7, 2011 and August 5, 2011.  Without the amendment of the Rights Agreement and approval by the Board, the Shareholder Group would have become an “Acquiring Person,” and a “Triggering Event” would have occurred granting rights to all other stockholders of the Company to purchase common stock or common stock equivalents, and resulting in substantial dilution to the Shareholder Group.

The Company previously announced, on a Current Report on 8-K filed with the SEC on August 22, 2011, that the Board was reviewing the facts and circumstances related to the Shareholder Group, for the purposes of determining whether a Triggering Event had occurred under the Rights Agreement.  After investigation, the Board determined that the acquisition of the 9,200 shares by the Shareholder Group, while technically a Triggering Event under the Rights Agreement, was not by itself a material acquisition, and that the triggering of the rights under the circumstances was not in the best interest of the Company or its shareholders.  The Board then acted to amend the Rights Agreement and voted to approve that acquisition as a Permitted Acquisition.  The approval relates only to the acquisition of the 9,200 shares by Mr. Kaplan as reported on Amendment No. 2 to Schedule 13D filed by the Shareholder Group.

The Company previously announced, on a Current Report on 8-K filed on September 12, 2011, that, unless the Rights Agreement has been previously terminated, the Board will submit the Rights Agreement to the Company’s shareholders for approval on or before September 20, 2012.  Provided that no Triggering Event shall have occurred before that date, the Board will take any action necessary to redeem all of the then outstanding Rights and effectively terminate the Rights Agreement if the Rights Agreement has not been ratified by a vote of the Company’s shareholders by September 20, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
4.1	Shareholder Rights Agreement dated September 21, 2010 between National Technical Systems, Inc. and Computershare Trust Company, N.A., as Rights Agent. (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on September 22, 2010 and is incorporated herein by reference).
4.2	Amendment No. 2 to Shareholder Rights Agreement dated October 18, 2011.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	National Technical Systems, Inc.
Date:         October 19, 2011	By:	/s/ William McGinnis
		Name: William McGinnis
		Title: Chief Executive Officer

-3-

EX-4.2

Exhibit 4.2

AMENDMENT NO. 2 TO

SHAREHOLDER RIGHTS AGREEMENT

This AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of October 18, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Rights Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).

R E C I T A L S

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Corporation to amend the definition of “Permitted Acquisition” such that it includes any acquisition of shares approved by the Board of Directors.;

WHEREAS, pursuant to Section 3.29(b) of the Purchase Agreement, the Corporation is obligated to amend the Rights Agreement in certain respects;

WHEREAS, in accordance with Section 27(a) of the Rights Agreement, the Corporation has the power to supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates representing “Common Shares” prior to the “Distribution Date” (as such terms are defined in the Rights Agreement);

            WHEREAS, as of the date of this Amendment, the Distribution Date has not occurred;

WHEREAS, pursuant to Section 27(b) of the Rights Agreement, if the Corporation delivers a certificate from an appropriate officer of the Corporation stating that a proposed supplement or amendment is in compliance with Section 27(a) of the Rights Agreement, and such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under Section 18 or Section 20 of the Rights Agreement, the Rights Agent shall execute such supplement or amendment; and

WHEREAS, the Corporation has delivered a certificate from an appropriate officer of the Corporation stating this Amendment is in compliance with Section 27(a) of the Rights Agreement, and does not adversely affect the rights or obligations of the Rights Agent under Section 18 or Section 20 of the Rights Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1.Amendment to Rights Agreement.  The Rights Agreement shall be amended as follows:

 (a)Section 1(gg) of the Rights Agreement is amended to replace the definition of “Permitted Acquisition” with the following definition:

 “Permitted Acquisition” shall mean the acquisition of Beneficial Ownership of Common Shares (i) directly from the Corporation, including by way of exercise of a stock option, a dividend or distribution paid or made by the Corporation on the Common Shares or pursuant to a split, subdivision or reclassification of the Common Shares (ii) vesting of a stock option, share of restricted stock or restricted stock unit, in each case, granted prior to or after the date of this Agreement under any employee benefit or compensation plan of the Corporation or any of its Subsidiaries, (iii) pursuant to a Permitted Offer, or (iv) pursuant to a transaction which is approved by the Board.

-1-

2.Effectiveness of Amendments.  The amendment set forth in Section 1(a) of this Amendment is effective as of the date this Amendment is entered into.

3.Governing Law.  This Amendment for all purposes shall be governed by and construed in accordance with the laws of the State of California applicable to contracts negotiated, made and to be performed entirely within such State, except that the rights, duties, and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of Delaware.

4.Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

 [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Shareholder Rights Agreement to be duly executed, all as of the date and year first above written.

ATTEST:	NATIONAL TECHNICAL SYSTEMS, INC.
By:/s/ Raffy Lorentzian	By:	/s/ William McGinnis
Name: Raffy Lorentzian		Name: William McGinnis
Title: Chief Financial Officer		Title: Chief Executive Officer

ATTEST:	COMPUTERSHARE TRUST COMPANY, N.A., as
	Rights Agent
By:      /s/ Ian Yewer	By:	/s/ Rose Stroud
Name: Ian Yewer		Name: Rose Stroud
Title: Branch President		Title: Trust Officer

 -3-