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): May 23, 2012

National Technical Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

California	000-16438	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)

Registrant's Telephone Number, Including Area Code: (818) 591-0776

(Former Name or Former Address, if Changed Since Last Report)

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))

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Item 7.01  REGULATION FD DISCLOSURE.

Bill McGinnis, our Chief Executive Officer, will be presenting at the 13th Annual B. Riley & Co. Investor Conference being held at the Loews Santa Monica Beach Hotel in Santa Monica, California on Wednesday, May 23, 2012 at 2:30 p.m. Pacific Time. The written presentation materials to be used at the conference are furnished as an exhibit to this report. We issued a press release, a copy of which is attached as an exhibit to this report, announcing the foregoing.

The information under this Item 7.01 and in exhibits 99.1 and 99.2 to this report is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under Item 7.01 and in exhibits 99.1 and 99.2 to this report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press release issued on May 16, 2012
99.2	Copy of presentation materials Axesstel, Inc. intends to provide to at the B. Riley & Co. Investor Conference

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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.

Date:   May 23, 2012	National Technical Systems, Inc.
	By:	/s/ Bill McGinnis
		Name: Bill McGinnis
		Title: CEO

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EX-99.1

Exhibit 99.1

www.nts.com

NEWS RELEASE FOR May 16, 2012

Contact:  Allen & Caron Inc

Jill Bertotti (investors)

jill@allencaron.com

(949) 474-4300

NATIONAL TECHNICAL SYSTEMS TO PRESENT AT

13TH ANNUAL B. RILEY & CO. INVESTOR CONFERENCE

Calabasas, CA (May 16, 2012) – National Technical Systems, Inc. (NASDAQ: NTSC) (NTS), a leading provider of testing and engineering services, today announced that management is scheduled to make an investor presentation at the 13th Annual B. Riley & Co. Investor Conference on Wednesday, May 23, during which President and CEO Bill McGinnis is scheduled to present at 2:30 pm Pacific Time.  The conference is being held at the Loews Santa Monica Beach Hotel in Santa Monica, CA.

This presentation will not be webcast.

About National Technical Systems

National Technical Systems, Inc. is a leading provider of testing and engineering services to the aerospace, defense, telecommunications, automotive and high technology markets. Through a world-wide network of resources, NTS provides full product life-cycle support, offering world class design engineering, compliance, testing, certification, quality registration and program management. For additional information about NTS, visit the Company’s website at www.nts.com or call 800-270-2516.

# # # #

National Technical Systems, Inc. Corporate Headquarters

24007 Ventura Boulevard, Suite 200, Calabasas, CA 91302 Main: 818-591-0776   Fax: 818-591-0899

EX-99.2

Exhibit 99.2

National Technical Systems, Inc.
(NASDAQ: NTSC)

May 2012

Meeting the Growing Demand From Industry and
Government for Skilled Engineering Solutions and Services

13th Annual B. Riley & Co. Investor Conference

Santa Monica, CA

Largestindependent provider in U.S. ofadvanced compliance
testingand engineering services to the aerospace, defense,

telecommunications, automotive and high technology markets

Company Overview

2

EMC/EMI Testing

Fire Testing

Mechanical Testing

Environmental Testing

Shock Vibration Testing

RF/Wireless Testing

ØOne-stop resource for broad range of services

üAdvanced technical product testing and certification

üCertifications and data accepted in 21 countries

üEngineering services for Engineering Services Outsourcing (ESO) market

üQuality systems registration and supply chain management services

üSpecial facilities, tools and capabilities

lMunitions, explosives, hazardous materials, ballistic and hydraulic burst tests

lSophisticated data collection tools, very high-speed cameras, Doppler radar

lLabInsight on-line customer information portal - test data, status reports, etc.

Company Overview

3

Munitions Testing

HydraulicBurst Testing

ØHeadquartered in Calabasas, CA; 1,100 employees

ØStrategic locations

10

1

1

1

1

1

2

1

3

1

1

4

Company Overview

ØStrong competitive position

üA few large European companies

üMostly small, private local or regional labs in U.S.

üIn-house labs

ØIncreasing market share

ØNational sales force

ØDiversified base of 4,000+ customers

üIncudes many of the world’s largest/strongest

üLong-term relationships = consistent year-over-year revenue

Company Overview

5

Principal Customers Include

Principal Industries Served

nDefense

n Aerospace

n Telecommunications

n Consumer

n Energy

n Automotive

n Industrial

n Medical

n Other

7

Defense

Telecom

Telecom

Consumer

Consumer

Other

Other

Medical

Medical

Industrial

Industrial

Aerospace

Laboratory Testing Market Trends in U.S.

ØKey market drivers - regulatory, cost-effectiveness, time-to-
market

üScarcity of qualified engineers, trend towards greater outsourcing

lEngineering projects, new product development, supply chain management

üIncreasing government product safety regulations

üThird party certification guidelines

ØSignificant barriers to entry

üNiche specialization, high fixed costs, skilled labor force

üExpect few new market entrants

ØFragmented market with number of smaller participants

üAcquisition opportunities to expand services and reach

Why NTS is Approaching an Inflection Point

9

10

ØAggressively grow NTS until valuation metrics
improve significantly or strategic exit achieved

üOrganic growth

lIncrease market share through superior service, new offerings

lInvest in human resources / physical assets to strengthen NTS

lExpand sales and marketing program

üStrategic acquisitions

lAcquire companies that add significant value to NTS

lAdd new, innovative service offerings to expand repertoire

lGoal to acquire 1 to 2 companies annually

lExperienced and proven acquisition team to seek, evaluate,
acquire and integrate acquired companies

Aggressively Grow NTS & Drive Shareholder
Value

ØESO market is fast growing, multi-billion dollar market expected
to grow at ~26% CAGR

ØNTS launched initiative in March 2009; currently doing selected
design/development ESO projects; drives added testing revenue

ØOffering more Engineering Services is move up value chain

üPositions NTS to provide higher-value, higher-margin services

DESIGN

DEVELOP

TEST

Engineering
Services

Engineering
& Evaluation

NTS Engineering Services (“ESO”) Initiative

11

ØGrowing source of additional revenue

ØLeverages Company’s large customer base

ØMoves NTS up the services value chain

ØMargins can increase - not a commodity business

ØDevelops closer working relationships with customers

ØDrives additional NTS testing business

Why Engineering Services Outsourcing?

12

13

ØChicago-based Ingenium Testing

üOne of North America’s most modern EMC/EMI testing labs

üCustomer base, capabilities and services

lAerospace, heavy industry, automotive markets,

lAll among NTS' core competencies

üGives NTS major presence in very important Chicago region

lSecond largest U.S. market for NTS' testing/engineering services

üPlan to expand facilities and resources

Recent Strategic Acquisitions - July 2011

14

ØPittsfield, MA-based Lightning Technologies

üEngineering services/testing laboratory specializing in
lightning protection

üCustomer base, capabilities and services

lAerospace, construction, wind power generation markets

lComplements current NTS’ capabilities

lExpands and strengthens NTS’ non-defense businesses

üNTS currently only U.S. firm able to test/certify commercial
aircraft for all requirements of FAA’s specification DO160

Recent Strategic Acquisitions - Sept 2011

15

ØSan Clemente, CA-based Garwood Laboratoties

üFull-service product certification lab

üCustomer base, capabilities and services

lCommercial, military, space, medical

lTransportation, aviation

lComplements current NTS’ capabilities

lExpands and strengthens NTS’ non-defense businesses

üTwo Southern CA locations

lExpands footprint in very important Southern CA market

Recent Strategic Acquisitions - April 2012

P & L Highlights($ in millions, except EPS)

Quarter Ended

Year-Ended

1/31/12

1/31/11

1/31/12

1/31/11

Net revenue (Up YOY 18.6%, 9.1%, respectively)

$

40.3

$

34.0

$

155.4

142.4

Gross profit as % of sales

24.2%

24.0%

24 .2%

27.4%

Operating income before impairment loss of
$2.2 million (Non-GAAP financial measure)

$

2.0

$

0.4

$

7.3

7.8

Income (loss) from continuing operations

$

(0.4)1

$

(0.3)

$

1.71

$

5.92

Net income (loss) attributable to NTS

$

(0.6)1

$

(0.3)

$

0.51

5.42

Net income (loss) per basic/fully diluted share

$

(0.05)1

$

(0.03)

$

0.041

$

0.512

Balance Sheet Highlights($ in millions)

1/31/12

1/31/11

Cash and equivalents

$

7.7

$

11.7

Total assets

$

152.7

$

129.3

Working capital

$

30.9

$

31.1

Total debt

$

50.2

$

43.3

Stockholders’ equity

$

64.7

$

55.7

Financial Highlights-FY 2012 Q4 and Year

1Includes effect of non-cash, impairment charge for goodwill and other intangibles of $2.2 million, or $0.17 per diluted share.

2Includes one-time $1.7 million, or $0.16 per diluted share, net of tax gain from property sale

2Includes one-time $1.7 million, or $0.16 per diluted share, net of tax gain from property sale

16

ØFY 2013

üRevenues expected to increase to $164 million to $169 million

lExpected revenues do not include any FY 2013 acquisitions

üAdjusted EBITDA3 expected to be between $20 million
and $22 million

üGross margin expected to be between 26.5 percent
and 27.5 percent

üSG&A as a percentage of sales expected to decline from FY 2012

lAcquisition and legal expense expected to be lower than in FY ‘12

üPlan to update quarterly

Outlook

17

3Adjusted EBITDA, which is a Non-GAAP Measure, includes net income before interest, taxes, depreciation
and amortization, excluding share-based compensation, impairment loss, one-time gain on land sale

Financial Highlights - FY ‘08 - Estimated FY ‘13

ØRevenues projected up ~69 % from FY’ 08 to mid-point of FY’ 13 estimate

ØAdj. EBITDA projected up ~64% from FY’ 08 to mid-point of FY’ 13 estimate

18

3Adjusted EBITDA, which is a Non-GAAP Measure, includes net income before interest, taxes,
depreciation and amortization, excluding share-based compensation, impairment loss, one-time gain on
land sale

3

19

ØLargest independent, advanced technical testing services
company in U.S. with experienced/effective management team

ØStrong competitive position with increasing market share

ØDiversified base of 4,000+ customers; international presence

ØIncreasing trends towards outsourcing testing, registration,
engineering services driving market

ØAcquisition opportunities to expand business

ØSolid 5-year growth trends, positive outlook for FY 2013

ØCommitted to aggressively grow NTS until valuation metrics
improve substantially or strategic exit achieved

Summary

20

Forward Looking Statements

The content of this presentation and statements made and/or answers given to questions
during this presentation that relate to future plans, events or performance are forward-looking
statements that involve risks and uncertainties, including risks associated with uncertainties
pertaining to customer orders, demand for services and products, development of markets for
NTS’ services and products, market growth and other risks identified in the Company’s SEC
filings. Actual results, events and performance may differ materially. Participants in this
presentation are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. NTS undertakes no obligation to release publicly the
result of any revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

May 2012

This presentation includes Adjusted EBITDA and operating income before impairment
loss are non-GAAP financial measures.NTS management believes Adjusted EBITDA is
among the more important measures of performance in the Company’s industry because
it provides insight into operating cash flows independent of a company’s capital
structure or tax position and is a key factor in determining a company’s valuation.
Management also believes Adjusted EBITDA provides a meaningful trend of operating
performance, as well as a measure of liquidity and NTS’ ability to service debt.Adjusted
EBITDA and operating income before impairment loss should not be construed as
substitutes for net income (loss) (as determined in accordance with GAAP) for the
purpose of analyzing the Company’s operating performance or financial position. (Note:
See Appendix for Reconciliation Tables)

1 & 3

Non-GAAP Measures

National Technical Systems, Inc.
(NASDAQ: NTSC)

May 2012

Meeting the Growing Demand From Industry and
Government for Skilled Engineering Solutions and Services

13th Annual B. Riley & Co. Investor Conference

Santa Monica, CA

Appendix

Reconciliation Tables