UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2004
NATIONAL TECHNICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-16438 95-4134955
(Commission File No.) (IRS Employer Identification No.)
24007 Ventura Boulevard, Suite 200
Calabasas, California 91302
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (818) 591-0776
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(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 23, 2004, National Technical Systems, Inc. ("NTS") through its
wholly owned subsidiary, NTS Technical Systems, acquired substantially all of
the assets and business of DTI Holdings, LLC, doing business as Dynamic Testing
("DTI"). At the closing, the Registrant delivered $2,600,000 in cash and 195,695
shares of NTS common stock, no par value, and agreed to assume certain
liabilities of DTI. The amount of consideration was determined through
arm's-length negotiations between the parties
DTI provides its customers with large-scale shock and vibration testing
services that are used to qualify mission critical equipment such as navigation,
communication and guidance weapons installed on U.S. Navy combatants. Its
customers include the U.S. Navy and other U.S. and foreign government agencies,
as well as prime contractors and commercial organizations. In addition to
testing services, DTI offers its customers a full line of shock isolators. NTS
will continue to use the acquired assets for these purposes.
A copy of the Asset Purchase Agreement related to the transaction is filed
with this report as Exhibit 2.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
This Current Report on Form 8-K will be supplemented by amendment within
60 days after the date of this report to set forth the financial statements of
the business acquired and pro forma financial information.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of December 31, 2003, by and
among National Technical Systems, Inc., NTS Technical Systems,
Robert Wakefield, Randolph Fairfield, Calvin Milam, E&C Holdings,
Inc., Peterson Builders, Inc., and DTI Holdings LLC.
99.1 Press Release dated January 26, 2004.
Item 9. REGULATION FD DISCLOSURE.
On January 26, 2004, NTS published a press release describing the
acquisition of substantially all of the assets and business of DTI. A copy of
the press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by this reference.
The information in this Item 9 and in Exhibit 99.1 will not be treated as
filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that Section. That
information will not be incorporated by reference into a filing under the
Securities Act of 1933, or into another filing under the Exchange Act unless
that filing expressly refers to specific information in Item 9 or Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 30, 2004 NATIONAL TECHNICAL SYSTEMS, INC.
By: /s/ Lloyd Blonder
___________________
Lloyd Blonder
Senior Vice President and Chief Financial Officer
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Exhibit Index
EXHIBIT NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement, dated as of December 31, 2003,
by and among National Technical Systems, Inc., NTS
Technical Systems, Robert Wakefield, Randolph Fairfield,
Calvin Milam, E&C Holdings, Inc., Peterson Builders,
Inc., and DTI Holdings LLC.
99.1 Press Release dated January 26, 2004.
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