SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 5, 1998
National Technical Systems, Inc.
(Exact name of registrant as specified in charter)
California 0-16438 95-4134955
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
24007 Ventura Boulevard, Suite 200, Calabasas, California 91302
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (818) 591-0776
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The information set forth in the press release of the registrant,
dated May 6, 1998, which is filed as an exhibit hereto, is incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated May 6, 1998.
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, thereunto duly authorized.
May 7, 1998 NATIONAL TECHNICAL SYSTEMS, INC.
By /s/ Harold Lipchik
-------------------------------
Harold Lipchik
Secretary
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EXHIBIT 99.1
National Technical Systems, Inc.
Executive Office
24007 Ventura Boulevard
Calabasas, California 91302
Tel: (818) 591-0776
Fax: (818) 591-0899
NEWS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Damon Wright (investors) or Lloyd Blonder
Owen Dalcy (media) Senior Vice President & CFO
Allen & Caron Inc. National Technical Systems
(949) 252-8440 (818) 591-0776
Technical Staffing segment revenues to more than triple
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NATIONAL TECHNICAL SYSTEMS ENTERS INTO AGREEMENT
IN PRINCIPLE TO ACQUIRE TECHNICAL STAFFING COMPANY
CALABASAS, CA (May 6, 1998). . . . National Technical Systems Inc (Nasdaq NM:
NTSC) today announced that it will more than triple the size of its Technical
Staffing segment with the addition of approximately $25 million in similar
revenues from the acquisition of privately-held, Los Angeles-based XXCAL, Inc.,
its Japanese subsidiary, XXCAL Japan, Inc. and its UK-based affiliate, XXCAL,
Ltd. The companies have entered into an agreement in principle for NTS to
acquire XXCAL for stock. Terms of the proposed transaction were not disclosed.
According to National Technical Systems President and CEO Jack Lin, the
combined companies would have 15 locations in the Technical Staffing segment,
and would expect to expand rapidly, both from internal growth and from
additional acquisitions. The transaction is expected to take the form of a
merger and is subject to various conditions, including the diligence reviews,
shareholder approvals and qualification for pooling treatment. The merger is
expected to be completed in NTS's fiscal 1999 third quarter which ends
October 30, 1998.
XXCAL is principally engaged in outsourcing people for a wide variety of
temporary technical and professional positions into the information technology
and information systems industries. The XXCAL companies together have
approximately 250 employees and were profitable with annual revenues in excess
of $25 million for the period ending December 31, 1997. XXCAL offices in Los
Angeles, San Francisco, San Jose, Austin, Houston, London and Yokohama would
complement NTS's current Technical Staffing operations in Atlanta, Dallas,
Denver, Los Angeles, San Antonio, Raleigh, Baton Rouge and Lake Charles.
MORE-MORE-MORE
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NATIONAL TECHNICAL SYSTEMS ENTERS INTO AGREEMENT
IN PRINCIPLE TO ACQUIRE TECHNICAL STAFFING COMPANY
Page 2-2-2
Lin commented, "This acquisition is expected to vault NTS into a prominent
position within the information technology staffing industry. The addition of
the XXCAL companies would dramatically change our revenue composition, with
about fifty percent of our total revenues being derived from our Technical
Staffing segment. In addition," Lin continued, "the Japan and UK operations
create an international presence for NTS in the growing global market for
outsourced information technology services. The addition of XXCAL establishes
a solid platform from which to continue the growth in our Technical Staffing
segment."
XXCAL CEO and XXCAL Japan and XXCAL, Ltd. Chairman Marvin Hoffman said,
"We chose NTS over several other suitors due to the synergistic leverage the
combined companies will exercise for outsourcing 'just-in-time' personnel and
services in the information technology market. We see the XXCAL companies as a
perfect fit with NTS's existing business segments."
National Technical Systems is a premier diversified technology services
company with business in technical staffing, technical services (engineering
and evaluation) and registration services.
THE STATEMENTS IN THIS PRESS RELEASE THAT RELATE TO FUTURE PLANS, EVENTS OR
PERFORMANCE, ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING RISKS ASSOCIATED WITH UNCERTAINTIES PERTAINING TO
OPERATING NEW FACILITIES, CUSTOMER ORDERS, DEMAND FOR PRODUCTS AND SERVICES,
DEVELOPMENT OF MARKETS FOR THE COMPANY'S PRODUCTS AND SERVICES AND OTHER RISKS
IDENTIFIED IN THE COMPANY'S SEC FILINGS. ACTUAL RESULTS, EVENTS AND PERFORMANCE
MAY DIFFER MATERIALLY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE
COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS
TO THESE FORWARD LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
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