Filing Details

** Based on the Issuer's last filed Annual Report on Form 10-K filed on March 27, 2018, the Issuer reported 2,704,823 aggregate shares of common stock outstanding.

Item 1.

Security and Issuer

This Statement on Schedule 13D Amendment No. 6 ("Amendment") amends and restates the Schedule 13D filed June 24, 2015 (as amended by Amendment No. 1 filed on July 7, 2015, as further amended by Amendment No. 2 filed on July 30, 2015, as further amended by Amendment No. 3 filed on August 20, 2015, as further amended by Amendment No. 4 filed on June 17, 2016, and as further amended by Amendment No. 5 filed on June 28, 2016, collectively the "Schedule 13D") by Kyle S. Packer, Jason R. Herr, Paul B. Luber and Mutiny Fund I, LP (collectively, the "Original Reporting Persons") relating to the shares of the common stock, par value $0.01 per share (the "Common Stock") of Nortech Systems Incorporated, a Minnesota corporation whose principal executive offices are located at 7550 Meridian Circle N, Maple Grove, MN 55369 (the "Issuer"). The Original Reporting Persons as well as Neal B. Jannol, a United States citizen, Garry Anderly, a United States citizen, Keith Pieper, a United States citizen, and Tony Burlingame, a United States citizen, are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons". Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4.

Purpose of Transaction

Over three years ago, the Original Reporting Persons filed their initial Schedule 13D expressing their concerns regarding revenues, earnings and management of the Issuer. Over the course of three years, the Reporting Persons have continued to believe that the Issuer's poor financial performance can be improved to create greater long-term value for the Issuer's shareholders but see no meaningful change in the Issuer's management's mindset. Accordingly, as of August 10, 2018, the Reporting Persons are terminating their Schedule 13D. Pursuant to the Group Termination Agreement entered into by the Reporting Persons, which is attached hereto as Exhibit 99.15 and incorporated herein by reference, each of the undersigned are no longer members of a Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment.

Item 7.

Material to Be Filed as Exhibits

99.1

Joint Filing Agreement (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.2

Power of Attorney for Kyle S. Packer (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.3

Power of Attorney for Jason R. Herr (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.3

Power of Attorney for Paul B. Luber (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.4

Power of Attorney for Mutiny Fund I, LP (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.5

Letter to Board of Directors and CEO of Nortech Systems Incorporated (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on June 24, 2015)

99.6

Restated Joint Filing Agreement (incorporated by reference to Amendment No. 1 to the Schedule 13D filed by the Original Reporting Persons and Neal B. Jannol on July 7, 2015)

99.7

Power of Attorney for Neal B. Jannol (incorporated by reference to Amendment No. 1 to the Schedule 13D filed by the Original Reporting Persons and Neal B. Jannol on July 7, 2015)

99.8

Second Restated Joint Filing Agreement (incorporated by reference to Amendment No. 2 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol and Garry Anderly on July 30, 2015)

99.9

Power of Attorney for Garry Anderly (incorporated by reference to Amendment No. 2 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol and Garry Anderly on July 30, 2015)

99.10

Third Restated Joint Filing Agreement (incorporated by reference to Amendment No. 3 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol, Garry Anderly and Keith Pieper on August 20, 2015)

99.11

Power of Attorney for Keith Pieper (incorporated by reference to Amendment No. 3 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol, Garry Anderly and Keith Pieper on August 20, 2015)

99.12

Fourth Restated Joint Filing Agreement (incorporated by reference to Amendment No. 4 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol, Garry Anderly, Keith Pieper, and Tony Burlingame on June 17, 2016)

99.13

Power of Attorney for Tony Burlingame (incorporated by reference to Amendment No. 4 to the Schedule 13D filed by the Original Reporting Persons, Neal B. Jannol, Garry Anderly, Keith Pieper, and Tony Burlingame on June 17, 2016)

 

SIGNATURE

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.

 

		KYLE S. PACKER
		By: /s/ Kyle S. Packer
		Date: August 10, 2018
		JASON R. HERR
		By:  /s/ Jason R. Herr
		Date: August 10, 2018
		PAUL B. LUBER
		By: /s/ Paul B. Luber
		Date: August 10, 2018
		MUTINY FUND I, LP
		By: Mutiny Capital, LLC Its: General Partner
		By:  /s/ Kyle S. Packer
		Its: Managing Member
		Date: August 10, 2018
		NEAL B. JANNOL
		By: /s/ Neal B. Jannol
		Date: August 10, 2018
		GARRY ANDERLY
		By:  /s/ Garry Anderly
		Date: August 10, 2018
		KEITH PIEPER
		By: /s/ Keith Pieper
		Date: August 10, 2018
		TONY BURLINGAME
		By: /s/ Tony Burlingame
		Date: August 10, 2018

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.