Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
National Technical Systems, Inc.
(Exact name of registrant as specified in its charter)
California 95-4134955
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
24007 Ventura Boulevard, Calabasas, California 91302
(Address of principal executive offices)
1994 Stock Option Plan
(Full title of the plan)
Lloyd Blonder
Senior Vice President and
Chief Financial Officer
National Technical Systems, Inc.
24007 Ventura Boulevard
Calabasas, California 91302
(Name and address of agent for service)
(818) 591-0776
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share(1) offering price(1) fee
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Common Stock, 800,000 $5.69 $4,552,000 $1,342.84
$.01 par value shares
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices reported on the
NASDAQ National Market System on November 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
The purpose of this Amendment No. 1 is to register a total of
800,000 additional shares of the Registrant's Common Stock, $.01 par value, to
the 700,000 shares originally registered under the Registration Statement. The
total number of shares of Common Stock available to be issued pursuant to the
options granted and exercised under the 1994 Stock Option Plan is now 1,500,000.
The Registrant hereby incorporates by reference the information
contained in the Registration Statement on Form S-8 (File No. 333-04905), as
amended hereby.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 1998 and July 31, 1998.
(c) The Registrant's Registration Statement on Form S-8
(Registration No. 33-48211), which includes a description of the Registrant's
Common Stock, $.01 par value.
(d) The Registrant's current Reports on Form 8-K dated May 8, 1998
and November 4, 1998.
(e) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Amendment No. 1 on Form S-8 and has duly caused
this Registration Statement Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Calabasas, State of
California on November 23, 1998.
NATIONAL TECHNICAL SYSTEMS, INC.
By: /s/ Jack Lin
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Jack Lin, President
POWER OF ATTORNEY
We, the undersigned officers and directors of National Technical
Systems, Inc., hereby severally constitute and appoint Jack Lin and Aaron Cohen,
and each of them singly, our true and lawful attorney, with full power to them,
to sign for us in our names in the capacities indicated below, this Registration
Statement Amendment No. 1 and any and all post-effective amendments to this
Registration Statement Amendment No. 1, and generally to do all things in our
name and on our behalf in such capacities to enable National Technical Systems,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement Amendment No. 1 and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment No. 1 has been signed by the following persons
in the capacities and on the dates stated.
Signature Title Date
President,
/s/ Jack Lin (Principal Executive November 23, 1998
- ----------------------- Officer)
Jack Lin
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Executive
/s/ Arthur Edelstein Vice-President, November 23, 1998
- ------------------------------ and Director
Arthur Edelstein
/s/Lloyd Blonder Senior November 23, 1998
- ------------------------------ Vice-President
Lloyd Blonder and Treasurer
(Principal Financial
and Accounting
Officer)
/s/ William L. Traw Group November 23, 1998
- ------------------------------ Vice-President and
William L. Traw Director
/s/ Richard D. Short Group November 23, 1998
- ------------------------------ Vice-President and
Richard D. Short Director
/s/ William McGinnis Group November 23, 1998
- ------------------------------ Vice-President and
William McGinnis Director
/s/ Aloysius Casey Chairman November 23, 1998
- ------------------------------ of the Board
Aloysius Casey
/s/ Aaron Cohen Vice Chairman November 23, 1998
- ------------------------------ of the Board
Aaron Cohen and Senior Executive
Vice President
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/s/ Harry Derbyshire Director November 23, 1998
- ------------------------------
Harry Derbyshire
/s/ Robert I. Lin Director November 23, 1998
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Robert I. Lin
/s/ Ralph F. Clements Director November 23, 1998
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Ralph F. Clements
/s/ Stanley Schoen Director November 23, 1998
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Stanley Schoen
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page
Number
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4.1 Articles of Incorporation of the Registrant (Incorporated
herein by reference to Exhibit 3(i) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
January 31, 1997 (No. 33-66795), as filed with the
Commission on March 21, 1994).
4.2 By-laws of the Registrant (Incorporated herein by reference
to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 31, 1997
(No. 33-66795), as filed with the Commission on March
21, 1994).
4.3 National Technical System, Inc. 1994 Stock Option Plan
(Incorporated herein by reference to Appendix B to the
Registrant's Proxy Statement for Annual Meeting of June
30, 1994).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP,
Counsel to Registrant, as to the legality of the shares
being registered under this Registration Statement. 7
23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP,
(included in its opinion filed as Exhibit 5.1). 8
23.2 Consent of Ernst & Young, LLP. 9
24.1 Power of Attorney (included on the signature pages hereof).
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EXHIBIT 5.1
November 23, 1998
Board of Directors
National Technical Systems, Inc.
24007 Ventura Boulevard
Calabasas, California 91302
Re: Registration Statement Amendment No. 1 on Form S-8 for National
Technical System, Inc.'s 1994 Stock Option Plan
Dear Sirs:
Please refer to the Registration Statement Amendment No. 1 on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, to
be filed with the Securities and Exchange Commission by National Technical
Systems, Inc. (the "Corporation") relating to shares of the Corporation's common
stock, $.01 par value per share (the "Common Stock"), offered for sale pursuant
to the 1994 Employee Stock Option Plan (the "Plan").
In connection with the furnishing of this opinion, we have examined
and are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and officers of the Corporation and such other instruments as we have
deemed necessary or appropriate as a basis for the opinions expressed below.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
enforceability of the documents against each party thereto, the legal capacity
of all individuals who have executed any of the documents, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, photostatic, reproduced
or conformed copies of valid existing agreements or other documents and the
authenticity of all such latter documents.
Based upon the foregoing, we are of the opinion that:
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1. The Corporation has been duly organized and is validly existing
under the laws of the State of California.
2. The Plan has been duly adopted by the Board of Directors of the
Corporation and approved by the shareholders of the Corporation.
3. The shares of Common Stock of the Corporation to which the
Registration Statement relates have been duly authorized and reserved for
issuance pursuant to the Plan and, when issued and sold pursuant to the Plan,
will be legally issued, fully paid and non-assessable.
Our opinions expressed above are limited to the California General
Corporation Law. Our opinions are rendered only with respect to the laws, and
the rules, regulations and orders thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement Amendment No. 1 and to the references to our name
included in or made part of the Registration Statement Amendment No. 1. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Securities Act or the rules thereunder.
Very truly yours,
/s/ Sheppard, Mullin, Richter & Hampton LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement (Form S-8 No. 333-04905) pertaining to the National Technical Systems,
Inc. 1994 Stock Option Plan in the related Prospectus of our report dated April
10, 1998, with respect to the consolidated financial statements of National
Technical Systems, Inc. included in the Annual Report on Form 10-K for the year
ended January 31, 1998.
/s/ ERNST & YOUNG LLP
Woodland Hills, California
November 20, 1998
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