-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADcPUWd7dmcyBVL0MIUae3VeLtxdIJm1rUuLMmTe5Fqe7TQYNY67Tb8Cu4X8OeAu Id6mhu+pgOGNn2g601hgwg== 0001209191-09-048053.txt : 20091007 0001209191-09-048053.hdr.sgml : 20091007 20091007205418 ACCESSION NUMBER: 0001209191-09-048053 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091007 FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DICKINSON DANIEL M CENTRAL INDEX KEY: 0001264714 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34481 FILM NUMBER: 091111013 MAIL ADDRESS: STREET 1: THAYER CAPITAL PARTNERS STREET 2: 1455 PENNSYLVANIA AVENUE NW, STE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mistras Group, Inc. CENTRAL INDEX KEY: 0001436126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 223341267 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 BUSINESS PHONE: 609-716-4000 MAIL ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 3 1 c90928_3x1.xml MAIN DOCUMENT DESCRIPTION X0203 3 2009-10-07 0 0001436126 Mistras Group, Inc. MG 0001264714 DICKINSON DANIEL M C/O THAYER | HIDDEN CREEK 1455 PENNSYLVANIA AVENUE, N.W. SUITE 350 WASHINGTON, D.C. DC 20004 1 0 1 0 Class A Convertible Redeemable Preferred Stock 0 Common Stock 298701 I See Note Class A Convertible Redeemable Preferred Stock 0 Common Stock 14292 I See Note The Issuer's Class A Convertible Redeemable Preferred Stock and Class B Convertible Redeemable Preferred Stock are convertible into shares of Common Stock at any time, at the holder's election, and will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering, in each case, on a thirteen-for-one basis. Consists of 298,701 shares of Class A Convertible Redeemable Preferred Stock and 14,292 shares of Class B Convertible Redeemable Preferred Stock held by TC NDT Holdings, LLC. Mr. Dickinson shares voting and dispositive power over the shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Dickinson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Exhibit List - Exhibit 24-Limited Power of Attorney for Section 16(a) Reporting /s/ Lisa Withers, Attorney-in-Fact 2009-10-07 EX-24 2 c90928_24.htm POWER OF ATTORNEY Power of Attorney

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Lisa M. Withers, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file all documents, certificates, instruments, statements, filings and agreements (including any amendments to the foregoing) (collectively, “Documents”), including without limitation Forms 3, 4, 5 and 13F and Schedules 13D and 13G, to be filed with or delivered to any foreign or domestic governmental or regulatory body (including without limitation the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission and the National Futures Association) or any national securities exchanges, or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership or management of securities, futures contracts, or other investments, and any other Documents relating or ancillary thereto, including without limitation all Documents as considered necessary or advisable under the U.S. Commodities Exchange Act and the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time, or Sections 13 or 16 of the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, the attorney-in-fact to act in her discretion on information provided to the attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in her discretion, deems necessary or desirable;

(3) the attorney-in-fact does not assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the above named attorney-in-fact.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of September 2007.

Daniel M. Dickinson

By:     /s/ Daniel M. Dickinson                                

Daniel M. Dickinson

 

 

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