The information set forth under "Item 3.03 Material Modification to Rights of Security Holders" is incorporated under this Item 1.01 by reference.

On August 24, 2012 we entered into an amendment (the "Amendment") to the Shareholder Rights Agreement dated as of September 21, 2010 (the "Rights Agreement"), between National Technical Systems, Inc., (the "Company") and Computershare Trust Company, N.A., as Rights Agent. The Amendment accelerates the final expiration date of the rights issued thereunder (the "Rights") to the close of business on August 24, 2012. Pursuant to the Rights Agreement, each share of the Company's common stock, no par value, outstanding had attached to it one Right representing the right to purchase one one-hundredth (1/100) of a share of the Company's Series A Junior Participating Preferred Stock under certain circumstances specified in the Rights Agreement. As a result of the Amendment, the Rights are no longer outstanding and are not exercisable.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is set forth as Exhibit 4.2 to this report and is incorporated herein by reference.

(d) Exhibits

Exhibit    Description
4.1        Shareholder Rights Agreement dated September 21, 2010 between National
           Technical Systems, Inc. and Computershare Trust Company, N.A. as
           Rights Agent (incorporated by reference to Exhibit 4.1 of the
           registrant's current report on Form 8-K filed on September 22, 2010).
  4.2      Amendment No. 3 to Shareholder Rights Agreement dated August 24, 2012
           between National Technical Systems, Inc. and Computershare Trust
           Company, N.A. as Rights Agent as Rights Agent.