NORTECH SYSTEMS INC — Major Shareholding Notification 2008

May 22, 2008

SC 13G 1 c73496sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Nortech Systems Incorporated

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

656553104

(CUSIP Number)

May 15, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

• 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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 656553104

1	NAMES OF REPORTING PERSONS Lafitte Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		199,809
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		199,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	199,809
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

2

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CUSIP No. 656553104

1	NAMES OF REPORTING PERSONS Lafitte Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		199,809
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		199,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	199,809
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

3

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CUSIP No. 656553104

1	NAMES OF REPORTING PERSONS Lafitte Fund I Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		199,809
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		199,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	199,809
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

4

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CUSIP No. 656553104

1	NAMES OF REPORTING PERSONS Bryant Regan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		199,809
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER
		199,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	199,809
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

5

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SCHEDULE 13G

This statement is being filed by Lafitte Capital Management LP, a Texas limited partnership (“Lafitte”), Lafitte Capital, LLC, a Texas limited liability company (“Lafitte Capital”), and Lafitte Fund I Master Fund L.P., a Cayman Islands exempted limited partnership (“Master Fund”). The sole member of Lafitte Capital is Bryant Regan (together with Lafitte, Lafitte Capital and Master Fund, the “Reporting Persons”).

Item 1(a) Name of Issuer.

Nortech Systems Incorporated

Item 1(b) Address of Issuer’s Principal Executive Offices.

1120 Wayzata Blvd. E, Suite 201 Wayzata, Minnesota 55391

Item 2(a) Name of Person Filing.

(1)	Lafitte
(2)	Lafitte Capital
(3)	Master Fund
(4)	Bryant Regan

Item 2(b) Address of Principal Business Office.

For all filers:

701 Brazos, Suite 310 Austin, Texas 78701

Item 2(c) Citizenship.

(1	)	Lafitte	Texas
(2	)	Lafitte	Capital Texas
(3	)	Master Fund	Cayman Islands
(4	)	Bryant Regan	USA

Lafitte is the investment manager for the Master Fund and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Master Fund. Lafitte Capital is the general partner of Lafitte, and its sole member is Bryant Regan.

Item 2(d) Title of Class of Securities.

Common Stock, par value $0.01 (the “Common Stock”)

Folio 6 /Folio

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Item 2(e) CUSIP Number.

656553104

Item 3 Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).

Item 4 Ownership .

(a) Lafitte, Lafitte Capital, Master Fund, and Bryant Regan are the beneficial owners of 199,809 shares of Common Stock. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Master Fund as a result of being the investment manager of the Master Fund. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by Lafitte as a result of being the general partner of Lafitte. Bryant Regan may be deemed to beneficially own the shares of Common Stock held by Lafitte Capital as a result of being the sole member of Lafitte Capital.

(b) The Reporting Persons beneficially own 199,809 shares of Common Stock which represent 7.4% of the shares of Common Stock outstanding. This percentage is determined by dividing the number of shares of Common Stock beneficially held by 2,714,920, the number of shares of Common Stock issued and outstanding as of May 1, 2008, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2008.

(c) The Reporting Persons may direct the vote and disposition of 199,809 shares of Common Stock.

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

Folio 7 /Folio

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Item 9 Notice of Dissolution of Group.

Inapplicable.

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits Exhibit 1

Joint Filing Agreement between Lafitte Capital, LLC, Lafitte Capital Management LP, Lafitte Fund I Master Fund and Bryant Regan.

Folio 8 /Folio

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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.

Date: May 22, 2008

LAFITTE CAPITAL, LLC — By:	/s/ Bryant Regan
Name:	Bryant Regan
Title:	Manager
LAFITTE CAPITAL MANAGEMENT LP
By:	Lafitte Capital, LLC, its general partner
	By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager
LAFITTE FUND I MASTER FUND
By:	Lafitte Capital Management LP
	By:	Lafitte Capital, LLC, its general partner
		By:	/s/ Bryant Regan
		Name:	Bryant Regan
		Title:	Manager
BRYANT REGAN
/s/ Bryant Regan
Name:	Bryant Regan

Folio /Folio

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EXHIBIT INDEX

Exhibit
No.	Description
1	Joint Filing Agreement between Lafitte Capital, LLC, Lafitte Capital Management LP,
Lafitte Fund I Master Fund and Bryant Regan.

Folio /Folio