-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYgN7KWlFA5/wYkiRT/h+F5Bwsf4yCQr6EGfA2IxV2ja4IULYxtirgNnl4gune70 Ntw4v1dnLdDgCSv/58vNVw== 0001209191-09-048057.txt : 20091007 0001209191-09-048057.hdr.sgml : 20091007 20091007205754 ACCESSION NUMBER: 0001209191-09-048057 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091007 FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burgess Elizabeth CENTRAL INDEX KEY: 0001473728 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34481 FILM NUMBER: 091111017 MAIL ADDRESS: STREET 1: C/O ALTUS CAPITAL PARTNERS STREET 2: 10 WRIGHT STREET, SUITE 110 CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mistras Group, Inc. CENTRAL INDEX KEY: 0001436126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 223341267 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 BUSINESS PHONE: 609-716-4000 MAIL ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 3 1 c90926_3x1.xml MAIN DOCUMENT DESCRIPTION X0203 3 2009-10-07 0 0001436126 Mistras Group, Inc. MG 0001473728 Burgess Elizabeth C/O ALTUS CAPITAL PARTNERS 10 WRIGHT STREET, SUITE 110 WESTPORT CT 06880 1 0 1 0 Class B Convertible Redeemable Preferred Stock 0 Common Stock 174418 I See Note The Issuer's Class B Convertible Redeemable Preferred Stock is convertible into shares of Common Stock at any time, at the holder's election, and will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering, in each case, on a thirteen-for-one basis. Consists of 129,302 shares of Class B Convertible Redeemable Preferred Stock held by Altus Capital Partners, SBIC, L.P. and 45,116 shares of Class B Convertible Redeemable Preferred Stock held by Altus-Mistras Co-Investment, LLC. The voting and disposition of the shares held by Altus Capital Partners, SBIC, L.P. is determined by an investment committee consisting of Russell Greenberg, Gregory Greenberg and Ms. Burgess. The voting and disposition of the shares held by Altus-Mistras Co-Investment, LLC is determined by Russell Greenberg. Ms. Burgess disclaims beneficial ownership of all of these shares except to the extent of her pecuniary interest therein. Exhibit List - Exhibit 24 - Limited Power of Attorney for Section 16(a) Reporting /s/ Paul Peterik, Attorney-in-Fact 2009-10-07 EX-24 2 c90926_24.htm POWER OF ATTORNEY Power of Attorney

POWER OF ATTORNEY

Know all by these presents, that the undersigned, as a Section 16 reporting person of Mistras Group, Inc. (the “Company”), hereby constitutes and appoints each of Sotirios J. Vahaviolos, Paul Peterik and Mike Kandell, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)  
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
 

(2)  
execute for and on behalf of the undersigned, as a Section 16 reporting person of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
 

(3)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and
 

(4)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of September, 2009.

Signature:             /s/ Elizabeth Burgess          

Print Name:             Elizabeth Burgess               

 

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