UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
¨ | Preliminary Consent Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Consent Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to § 240.14a-12 |
National Technical Systems Inc.
(Name of Registrant as Specified in its Charter)
Dr. Jack Lin
Luis A. Hernandez
Sidney Meltzner
CAS Foundation
Harry S. Derbyshire
Jeff Kaplan
(Name of Person(s) Filing Consent Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Leading Proxy Advisory Firm ISS Recommends Voting “FOR” Shareholder Proposal for NTSC to Hire an Investment Banker.
Los Angeles, Calif., Sept. 19, 2011 – Luis Hernandez, Sidney Meltzner, CAS Foundation and Dr. Jack Lin, shareholders of National Technical Systems Inc. (NASDAQ:NTSC), who are contesting the election of directors and asking shareholders to adopt other proposals, announced today that ISS, a leading proxy advisory firm, has recommended that shareholders vote “FOR” the shareholder proposal requesting the NTSC Board of Directors to hire an investment banker to explore strategic alternatives.
In making its recommendation, ISS stated the following: “Although hiring an investment bank will involve a certain expense, approval of this proposal would clearly demonstrate that most shareholders believe the expense – for a well-qualified financial advisor – is worthwhile, and likely to bring the strongest possible outcome for shareholders – who, at the end of the day, will then decide whether the strongest possible sales terms are sufficiently compelling.
In light of the substantial shareholder support for exploration of a sales process, and given the potential sale and price discovery provided by a well-managed process, support for this proposal is warranted.”
Dr. Jack Lin, co-founder, former Chairman and CEO of the Company and one of the shareholders contesting the election, stated: “This election is a referendum on the question of whether shareholders will continue to be locked into an undervalued, illiquid investment for an indefinite period of time, or whether a process can begin to unlock the significant value imbedded in this Company through a properly conducted sale.
We are gratified that ISS recognizes the merits of exploring strategic alternatives with a well-qualified financial advisor and allowing the shareholders the right to decide whether the resulting offers are sufficiently compelling. Even if adopted, however, the Board can still refuse to hire a banker because they determine it is not the right time. The best way for shareholders to increase the likelihood that this proposal is implemented as soon as possible is to elect our slate of directors and our other proposals.”
The contesting shareholders urge shareholders to vote the YELLOW proxy and to elect the nominees who are supportive of the shareholder proposal.
Contact:
Dr. Jack Lin
(818) 483-3980