As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. 333-_________
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
Registration Statement Under the Securities Act of 1933
________________________
NATIONAL TECHNICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4134955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24007 Ventura Boulevard, Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)
1994 Stock Option Plan
(Full title of the plan)
JACK LIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NATIONAL TECHNICAL SYSTEMS, INC.
24007 Ventura Boulevard
Calabasas, California 91302
(818) 591-0776
(Name, address and telephone number of agent for service)
______________________________________
Copy to:
James J. Slaby, Esquire
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
_________________________________________
Page 1 of 12 <PAGE>
Calculation of Registration Fee
_________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount of
securities offering aggregate regis-
to be Amount to be price per offering tration
registered registered share price fee <F1>
_________________________________________________________________
Common 700,000 $3.63 $2,541,000 $876.21
Stock, $.01 Shares <F2> <F3> <F3> <F4>
par value
_________________________________________________________________
[FN]
<F1> The registration fee has been calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act") as follows: one twenty-ninth (1/29th) of
one percent of the Proposed Maximum Aggregate Offering Price
of the shares registered hereby.
<F2> Pursuant to Rule 416, this registration statement also
covers such additional securities as may become issuable
pursuant to the anti-dilution provisions of the Plan.
<F3> Estimated solely for purposes of calculating the
registration fee.
<F4> Pursuant to Rule 457(h), the aggregate offering price and
registration fee have been calculated based upon the average
of the high and low prices of Common Stock quoted on NASDAQ
on May 29, 1996, a day within five business days prior to
the filing of this registration statement.
Exhibit Index is on page 9
Page 2 of 12 <PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information <F*>
----------------
Item 2. Registrant Information <F*>
----------------------
[FN]
<F*> Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration
statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by National Technical Systems,
Inc. (the "Company" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") since the end of
the fiscal year covered by the Registrant document
referred to in (a) above.
(c) The Company's Registration Statement on Form S-8
(Registration No. 33-48211), which includes a
description of the Company's Common Stock, $.01
par value.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 incor-
porated by reference in this registration statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Page 3 of 12 <PAGE>
Item 5. Interests of Named Experts and Counsel.
----------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the
"GCL") grants corporations the power to indemnify directors,
officers, employees and agents in accordance with the provisions
thereof. Article VII of the Company's Restated By-laws provide
that the Company shall indemnify any and all directors and
officers to the fullest extent authorized by the GCL, as the same
may be amended and supplemented. The indemnification provided
for in such Article is expressly not exclusive of any other
rights to which those seeking indemnification may be entitled and
shall inure to the benefit of the heirs, executors and
administrators of such persons.
Section 102(b)(7) of the GCL grants corporations the power
to eliminate a director's personal liability for monetary damages
to the Company or its stockholders for breach of fiduciary duty
as a director, except in circumstances involving a breach of a
director's duty of loyalty to the Company or its stockholders,
acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of the law, self-dealing or the
unlawful payment of dividends or repurchase of stock. Article
EIGHTH of the Company's Restated Certificate of Incorporation
provides that such personal liability of a director of the
Company shall be eliminated except in certain circumstances set
forth in Section 102(b)(7) of the GCL.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following exhibits are filed herewith:
4.1 Restated Certificate of Incorporation of the
Company (Incorporated herein by reference to
Appendix B to the Company's Registration Statement
on Form S-4 (No. 33-14045), as filed with the
Commission on June 23, 1987).
4.2 Certificate of Amendment of Restated Certificate
of Incorporation of the Company (Incorporated
herein by reference to Exhibit 3(a)1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995, as filed with
the Commission on May 1, 1995).
Page 4 of 12 <PAGE>
4.3 Restated By-laws of the Company (Incorporated
herein by reference to Appendix C to the Company's
Registration Statement on Form S-4 (No. 33-14045),
as filed with the Commission on June 23, 1987).
4.4 National Technical Systems, Inc. 1994 Stock Option
Plan (Incorporated herein by reference to
Appendix B to the Company's Proxy Statement for
Annual Meeting of June 30, 1994).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton
LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature
Page).
Item 9. Undertakings.
------------
(1) The undersigned Company hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
Page 5 of 12 <PAGE>
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act, may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Page 6 of 12 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Calabasas, State of
California, on May 31, 1996.
NATIONAL TECHNICAL SYSTEMS, INC.
By /s/ Jack Lin
---------------------------------
Jack Lin
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Jack Lin
and Aloysius Casey, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or
all amendments (including pre-effective amendments and post-
effective amendments) to this registration statement, and to file
the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Jack Lin President, Chief Executive May 31, 1996
---------------------- Officer and Director
Jack Lin (Principal Executive Officer)
Page 7 of 12 <PAGE>
/s/ Aloysius Casey Chairman of the Board May 31, 1996
---------------------
Aloysius Casey
/s/ Arthur Edelstein Executive Vice President May 31, 1996
--------------------- and Director
Arthur Edelstein
/s/ Richard Short Senior Vice-President May 31, 1996
--------------------- and Director
Richard Short
/s/ William Traw Senior Vice President May 31, 1996
--------------------- and Director
William Traw
/s/ Lloyd Blonder Senior Vice President May 31, 1996
--------------------- and Chief Financial Officer
Lloyd Blonder (Principal Financial and
Accounting Officer)
/s/ Ralph F. Clements Director May 31, 1996
---------------------
Ralph F. Clements
/s/ Harry Derbyshire Director May 31, 1996
---------------------
Harry Derbyshire
/s/ Robert I. Lin Director May 31, 1996
---------------------
Robert I. Lin
/s/ William McGinnis Vice President May 31, 1996
--------------------- and Director
William McGinnis
Page 8 of 12 <PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
----------------------------------------------------------------------
4.1 Restated Certificate of Incorporation of the
Company (Incorporated herein by reference to
Appendix B to the Company's Registration Statement
on Form S-4 (No. 33-14045), as filed with the
Commission on June 23, 1987).
4.2 Certificate of Amendment of Restated Certificate
of Incorporation of the Company (Incorporated
herein by reference to Exhibit 3(a)1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995, as filed with
the Commission on May 1, 1995).
4.3 Restated By-laws of the Company (Incorporated
herein by reference to Appendix C to the Company's
Registration Statement on Form S-4 (No. 33-14045),
as filed with the Commission on June 23, 1987).
4.4 National Technical Systems, Inc. 1994 Stock Option
Plan (Incorporated herein by reference to
Appendix B to the Company's Proxy Statement for
Annual Meeting of June 30, 1994).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton
LLP. 10
23.1 Consent of Ernst & Young LLP. 12
23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature
Page).
Page 9 of 12 <PAGE>
EXHIBIT 5.1
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
A Limited Liability Partnership Including Professional Corporations
Attorneys at Law
333 South Hope Street, Forty-Eighth Floor
Los Angeles, California 90071
Telephone (213) 620-1780
_____
Facsimile (213) 620-1398
_____
Writer's Direct Line Our File Number
(213) 617-5411 LFJ-51327
May 31, 1996
National Technical Systems, Inc.
24007 Ventura Boulevard
Calabasas, California 91302
Ladies and Gentlemen:
We have acted as counsel to National Technical Systems,
Inc., a Delaware corporation (the "Company"). This opinion is
rendered, at your request, in connection with the filing by the
Company of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to the offer of up to 700,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common
Stock") to be issued pursuant to the Company's 1994 Stock Option
Plan (the "Plan").
In the preparation of this opinion, we have examined
and are relying upon such matters of law and originals or copies
of such documents as we have deemed necessary or advisable in
order to render the opinion set forth below. In rendering the
opinion set forth below, we have assumed:
a. The genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as
copies, and the authenticity of all such originals.
b. The due authorization, execution and delivery of
the Registration Statement and the documents and instruments
referred to therein by and on behalf of all parties thereto.
c. The issuance of Common Stock in accordance with
the terms of the Plan.
Page 10 of 12 <PAGE>
National Technical Systems, Inc.
May 31, 1996
Page 2
On the basis of the foregoing and subject to the
qualifications and limitations set forth below, it is our opinion
that the Common Stock covered by the Registration Statement, when
issued and paid for in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
This opinion speaks only as of the date hereof and is
based solely upon the existing laws of the United States, and the
general corporation laws of the State of California and the State
of Delaware, and we express no opinion, and none should be
inferred, as to any other laws.
This opinion may not be relied upon by any other person
or for any other purpose, nor may it be quoted from or referred
to, or copies delivered to any other person, without our prior
written consent. We hereby consent to the inclusion of this
opinion as an exhibit in the Registration Statement.
Respectfully submitted,
/s/ Sheppard, Mullin, Richter & Hampton LLP
Page 11 of 12 <PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-XXXXX) of National Technical Systems,
Inc. and the related Prospectus pertaining to the 1994 Stock
Option Plan of our report dated April 12, 1996, with respect to
the consolidated financial statements and schedules of National
Technical Systems, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended January 31, 1996 and the
related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
May 24, 1996
Page 12 of 12 <PAGE>
