eh1300948_13da5-nts.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

_______________________

NATIONAL TECHNICAL SYSTEMS, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

638104109

(CUSIP Number)

Stacey Seewald

Sandler Capital Management

711 Fifth Avenue, 15th Floor

New York, NY 10022

(212) 754-8100

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

_______________________

July 10, 2013

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 638104109

SCHEDULE 13D

Page 2 of 11

1	NAME OF REPORTING PERSON Sandler Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 223,340 shares
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 223,340 shares
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,340 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 638104109

SCHEDULE 13D

Page 3 of 11

1	NAME OF REPORTING PERSON Sandler Plus Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 513,312 shares
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 513,312 shares
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,312 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 638104109

SCHEDULE 13D

Page 4 of 11

1	NAME OF REPORTING PERSON Andrew Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 938,669 shares
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 938,669 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,669 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 638104109

SCHEDULE 13D

Page 5 of 11

1	NAME OF REPORTING PERSON Sandler Capital Management
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 938,669 shares
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 938,669 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,669 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 638104109

SCHEDULE 13D

Page 6 of 11

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D (this “Statement”) relates to the common stock, no par value per share (the “Common Stock”), of National Technical Systems, Inc. (the “Company” or the “Issuer”). This Statement supplementally amends the initial statement on Schedule 13D, filed on September 29, 2010, as amended by Amendment No. 1 thereto, filed on October 29, 2010, as amended by Amendment No. 2 thereto filed on December 23, 2010, as amended by Amendment No. 3 thereto filed on January 4, 2011, and as amended by Amendment No. 4 thereto filed on March 14, 2012 (collectively, the “Statement”) by the Reporting Persons (as defined herein). This Amendment No. 4 is being filed by the Reporting Persons to report that, as a result of recent transactions in the Common Stock, the beneficial ownership of the Reporting Persons has decreased by more than one percent of the outstanding shares of Common Stock of the Issuer.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

Item 4 of the Initial Statement is hereby replaced in its entirety with the following:

The Reporting Persons hold the Common Stock for investment, in the ordinary course of their businesses. The reporting persons have, over the course of making and holding their investment, engaged in discussions with the Issuer and other shareholders regarding means of enhancing shareholder value. The Reporting Persons may continue to engage in such discussions, which are among a range of actions they may take to continue to encourage the Issuer to promote shareholder value. Such actions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein.

Each Reporting Person expects to evaluate on an ongoing basis the Issuer's financial condition and prospects and its interest in, and intentions with respect to, the Issuer. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including additional shares of Common Stock; dispose of all or a portion of the securities of the Issuer, including the shares of Common Stock, that the Reporting Persons now own or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities.

Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

CUSIP No. 638104109

SCHEDULE 13D

Page 7 of 11

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Statement is hereby replaced in its entirety with the following:

The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is calculated in accordance with Rule 13d-3(d) and based upon 11,620,695 shares of Common Stock outstanding as of June 6, 2013, which is the total number shares of Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on June 11, 2013.

(a) As of the date hereof, each of SMF and SPF beneficially owns 223,340 shares of Common Stock and 513,312 shares of Common Stock, respectively, or 1.9% and 4.4%, respectively, of the Company’s issued and outstanding shares of Common Stock.

By virtue of the fact that SCM is the investment adviser to and is authorized and empowered to vote and dispose of the securities held by SMF, SPF and managed accounts that hold 164,694 shares of Common Stock, SCM may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each beneficially own. Accordingly, as of the date hereof, SCM may be deemed to own beneficially an aggregate of 938,669 shares of Common Stock or 8.1% of the Company’s issued and outstanding shares of Common Stock.

By virtue of the fact that Andrew Sandler is the portfolio manager of SMF, SPF and the managed accounts referred to above, and is authorized and empowered to vote and dispose of the securities held by SMF, SPF and the managed accounts, Andrew Sandler may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each beneficially owns. Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 938,669 shares of Common Stock or 8.1% of the Company’s issued and outstanding shares of Common Stock.

(b) SMF has the sole power to direct the vote and the sole power to direct the disposition of the 223,340 shares of Common Stock that may be deemed to be owned beneficially by it. SPF has the sole power to direct the vote and the sole power to direct the disposition of the 513,312 shares of Common Stock that may be deemed to be owned beneficially by it. SCM has the shared power to direct the vote and the shared power to direct the disposition of the 938,669 shares of Common Stock that may be deemed to be owned beneficially by it. Andrew Sandler has the shared power to direct the vote and the shared power to direct the disposition of the 938,669 shares of Common Stock that may be deemed to be owned beneficially by him.

(c) Except as set forth in Schedule B, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not Applicable.

CUSIP No. 638104109

SCHEDULE 13D

Page 8 of 11

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer.

No material change.

Item 7. Materials to be Filed as Exhibits.

Exhibit 7.01:

Joint Filing Agreement

CUSIP No. 638104109

SCHEDULE 13D

Page 9 of 11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of July 11, 2013.

SANDLER CAPITAL MANAGEMENT
By: ALCR Corp., a general partner


By:	/s/ Moira Mitchell
Name:	Moira Mitchell
Title:	President


SANDLER MASTER FUND, LTD.

By:	/s/ Steven Warshavsky
Name:	Steven Warshavsky
Title:	Director


SANDLER PLUS MASTER FUND, LTD.

By:	/s/ Steven Warshavsky
Name:	Steven Warshavsky
Title:	Director


/s/ Andrew Sandler
Andrew Sandler

CUSIP No. 638104109

SCHEDULE 13D

Page 10 of 11

SCHEDULE B

TRANSACTIONS IN THE COMMON STOCK (NO PAR VALUE PER SHARE)

OF NATIONAL TECHNICAL SYSTEMS, INC. DURING THE PAST 60 DAYS

(All transactions were made in the open market unless otherwise indicated)

Date	Transaction Conducted By	Transaction Type	Number of Shares	Price Per Share
6/4/2013	SPF	Sell	3,676	$13.96
6/5/2013	SMF	Sell	5,168	$14.18
6/6/2013	SMF	Sell	6,973	$13.75
6/7/2013	SMF	Sell	8,890	$13.97
6/10/2013	SMF	Sell	14,870	$14.03
6/11/2013	SCM	Sell	2,289	$14.00
6/12/2013	SCM	Sell	8,589	$13.75
6/13/2013	SMF	Sell	3,595	$14.02
6/14/2013	SMF	Sell	4,254	$14.00
6/17/2013	SMF	Sell	459	$13.79
6/19/2013	SMF	Sell	8,173	$13.90
6/20/2013	SMF	Sell	5,285	$13.86
6/21/2013	SMF	Sell	1,961	$13.77
6/24/2013	SMF	Sell	2,754	$13.82
6/24/2013	SMF	Sell	7,676	$13.91
6/25/2013	SMF	Sell	2,324	$13.90
6/25/2013	SMF	Sell	6,325	$14.00
6/26/2013	SMF	Sell	3,675	$13.90
6/26/2013	SMF	Sell	5,355	$13.94
6/27/2013	SMF	Sell	4,645	$13.96
6/27/2013	SMF	Sell	8,203	$13.99
6/28/2013	SMF	Sell	1,797	$14.09
6/28/2013	SMF	Sell	20,407	$14.00
7/8/2013	SMF	Sell	23,950	$16.13
7/8/2013	SCM	Sell	6,050	$16.13
7/9/2013	SCM	Sell	1,690	$16.85
7/9/2013	SMF	Sell	8,320	$16.85
7/10/2013	SCM	Sell	1,670	$17.04
7/10/2013	SMF	Sell	8,330	$17.04

CUSIP No. 638104109

SCHEDULE 13D

Page 11 of 11

EXHIBIT 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of National Technical Systems, Inc. and that this Agreement be included as an Exhibit to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of July 11, 2013.

SANDLER CAPITAL MANAGEMENT
By: ALCR Corp., a general partner


By:	/s/ Moira Mitchell
Name:	Moira Mitchell
Title:	President


SANDLER MASTER FUND, LTD.

By:	/s/ Steven Warshavsky
Name:	Steven Warshavsky
Title:	Director


SANDLER PLUS MASTER FUND, LTD.

By:	/s/ Steven Warshavsky
Name:	Steven Warshavsky
Title:	Director


/s/ Andrew Sandler
Andrew Sandler