On November 22, 2013, certain members of management of NTS contributed an aggregate of 196,261 shares of NTS common stock to NTS Holding (as defined below), the sole owner of Parent, in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share. NTS Holding subsequently contributed and assigned such shares to Parent.
This statement is being filed jointly by Parent and Messrs. Gerald L. Parsky and John T. Mapes. Messrs. Parsky and Mapes are the sole managing members of Aurora Capital Partners IV LLC ("ACPIV"), which is the general partner of Aurora Equity Partners IV L.P. ("AEPIV"), which was the sole stockholder of NTS Holding Corporation, Inc. (f/k/a Aurora Pacific Equity Partners, Inc.) ("NTS Holding") at the time of the transactions described herein, which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and NTS Holding (collectively, the "Aurora Persons") may be deemed to beneficially own any shares of NTS common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent.
Except as described in footnote (1), none of the Aurora Persons has a pecuniary interest in any shares of NTS common stock and therefore is not the beneficial owner of any shares of NTS common stock for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Aurora Persons that it is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership thereof is expressly disclaimed.
On November 22, 2013, pursuant to the terms of the Merger Agreement, each share of NTS common stock held by Parent was automatically cancelled for no consideration.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. National Technical Systems next reports earnings on December 09, 2013.
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