0001181431-11-040550.txt : 20110707 0001181431-11-040550.hdr.sgml : 20110707 20110707164953 ACCESSION NUMBER: 0001181431-11-040550 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110627 FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scharfman Scott CENTRAL INDEX KEY: 0001435257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34882 FILM NUMBER: 11956769 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 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: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34882 FILM NUMBER: 11956770 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital GP LLC CENTRAL INDEX KEY: 0001435259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34882 FILM NUMBER: 11956767 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34882 FILM NUMBER: 11956768 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 3 1 rrd317069.xml NTSC FORM 3 X0203 3 2011-06-27 0 0000110536 NATIONAL TECHNICAL SYSTEMS INC /CA/ NTSC 0001435260 Mill Road Capital, L.P. 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435259 Mill Road Capital GP LLC 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435257 Scharfman Scott 382 GREENWICH AVE SUITE ONE GREENWICH CT 06830 0 0 1 0 Common Stock 1362556 D Common Stock Warrants (right to buy) 0.75 2011-06-27 2018-06-27 Common Stock 300000 D These shares are held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund, and Thomas Lynch and Scott Scharfman are Management Committee Directors of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. These warrants are held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund, and Thomas Lynch and Scott Scharfman are Management Committee Directors of the GP. Each of the Reporting Persons disclaims beneficial ownership of such warrants except to the extent of his or its pecuniary interest therein, if any. Scott P. Scharfman, Management Committee Director of its sole general partner on behalf of Mill Road Capital, L.P. 2011-07-07 Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital GP LLC 2011-07-07 Scott P. Scharfman on behalf of Thomas E. Lynch by power-of-attorney 2011-07-07 Scott P. Scharfman 2011-07-07 EX-24.1 2 rrd284374_321071.htm CONFIRMING STATEMENT OF THOMAS E. LYNCH rrd284374_321071.html 
Page 1 of 1                                                                   CUSIP No. 638104109
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of National Technical Systems, Inc., a California corporation.  The authority of Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned's ownership of or transactions in securities of Ambassadors Group, Inc. unless earlier revoked in writing.  The undersigned acknowledges that Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
Dated:  July 7, 2011         /s/ Thomas E. Lynch                        
        Thomas E. Lynch
        - 1 -
B3894355.1
B3894355.1
EX-24.2 3 rrd284374_321073.htm CONFIRMING STATEMENT OF SCOTT P. SCHARFMAN rrd284374_321073.html 
Page 1 of 1                                                                   CUSIP No. 638104109
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of National Technical Systems, Inc., a California corporation.  The authority of Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned's ownership of or transactions in securities of Ambassadors Group, Inc. unless earlier revoked in writing.  The undersigned acknowledges that Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
Dated:  July 7, 2011         /s/ Scott P. Scharfman                        
        Scott P. Scharfman
        - 1 -
B3894358.1
B3894358.1