0001140361-13-044304.txt : 20131126 0001140361-13-044304.hdr.sgml : 20131126 20131126195331 ACCESSION NUMBER: 0001140361-13-044304 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: MOORE DWIGHT CENTRAL INDEX KEY: 0001215374 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34882 FILM NUMBER: 131245475 4 1 doc1.xml FORM 4 X0306 4 2013-11-22 1 0000110536 NATIONAL TECHNICAL SYSTEMS INC /CA/ NTSC 0001215374 MOORE DWIGHT 24007 VENTURA BLVD, SUITE 200 CALABASAS CA 91302 0 1 0 0 SENIOR VICE PRESIDENT COMMON STOCK 2013-11-22 4 J 0 29348 D 508 D COMMON STOCK 2013-11-22 4 D 0 508 D 0 D Stock Options (Right to Buy) 4.56 2013-11-22 4 D 0 5000 D 2014-06-28 Common Stock 5000 0 D Stock Options (Right to Buy) 4.76 2013-11-22 4 D 0 17500 D 2015-12-01 Common Stock 17500 0 D Phantom Stock Appreciation Rights 7.50 2013-11-22 4 D 0 142000 D Common Stock 142000 0 D Disposed of pursuant to a contribution agreement dated November 21, 2013 between the reporting person and NTS Holding Corporation, Inc. ("NTS Holding"), the sole owner of Nest Parent, Inc., in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share. Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 15, 2013, between National Technical Systems, Inc. (the "Company"), Nest Parent, Inc. and Nest Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $23.00 per share. Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the exercise price per share of common stock underlying such stock option. In connection with the consummation of the transactions contemplated by the Merger Agreement, each vested phantom stock appreciation right was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the applicable grant price per phantom stock appreciation right. On October 23, 2012, the compensation committee of the Company's board of directors exercised its discretion to accelerate the vesting of all phantom stock appreciation rights in connection with a change of control occurring before October 23, 2014. Accordingly, all outstanding and unvested phantom stock appreciation rights vested upon the consummation of the transactions contemplated by the Merger Agreement and were cancelled in exchange for the aforementioned consideration. /s/ Dwight Moore 2013-11-25