As filed with the Securities and Exchange Commission on June 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MTS SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0908057
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14000 Technology Drive
Eden Prairie, Minnesota 55344
(612) 937-4000
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive office)
Donald M. Sullivan
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, Minnesota 55344
(612) 937-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Patrick Delaney, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-3211
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box: |_|
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend reinvestment plans, check the following box: |X|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to Be Registered Registered Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.25 par value 100,000 $27.00(1) $2,700,000(1) $931.03
</TABLE>
(1) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(c) and based upon the average of the high and low sales prices for
the Company's common stock on June 16, 1995 as reported on the Nasdaq
National Market System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SUBJECT TO COMPLETION, DATED JUNE 22, 1995
PROSPECTUS
MTS SYSTEMS CORPORATION
100,000 SHARES OF COMMON STOCK
The shares of Common Stock, $.25 par value per share, of MTS Systems
Corporation (the "Company") offered hereby (the "Shares") will be sold from time
to time by the shareholders named herein (the "Selling Shareholders") in
transactions in the Nasdaq National Market System or the over-the-counter
market, at prices prevailing at the time of sale. The 100,000 shares are held
directly by the Selling Shareholders. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. The Company's
expenses for registration of the Shares, including the Company's legal and
accounting fees, will be paid by the Company.
The Company and the Selling Shareholders entered into a Stock Purchase
Agreement dated May 31, 1995 (the "Agreement"), under which the Company agreed
to issue and register the Shares for the benefit of the Selling Shareholders.
The Shares were issued to the Selling Shareholders in accordance with the terms
of the Agreement in a private transaction pursuant to which the Selling
Shareholders received the Shares in exchange for their shares of Gull
Engineering, Inc. common stock. See "Selling Shareholders." The Shares are
considered "restricted securities" under the Securities Act of 1933 (the "Act").
This Prospectus has been prepared for the purpose of permitting future sales to
the public without restriction.
The Selling Shareholders have advised the Company that, as of the date
hereof, they have made no arrangement with any brokerage firm for the sale of
the Shares. The Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Act in which case any commissions received by a broker-dealer
may be deemed to be underwriting commissions or discounts under the Act. The
Shares offered hereby are eligible for sale in Minnesota on the date of this
Prospectus. This Prospectus constitutes an offer only in the State of Minnesota
and brokers or dealers in other states should assure the existence of an
exemption from registration or should effectuate such registration in connection
with the offering and sale of the shares. See "Plan of Distribution - Blue Sky
Requirements."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION OF THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company's Common Stock is traded on the Nasdaq National Market System under
the symbol MTSC and on June 20, 1995 the closing sale price, as reported by
Nasdaq, was $27.50 per share.
THE DATE OF THIS PROSPECTUS IS ______________, 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and New York Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information pertaining to the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto, which
may be examined without charge at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, and copies
thereof may be obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Prospectus: (i) the Annual
Report of the Company on Form 10-K for the fiscal year ended September 30, 1994;
(ii) the Quarterly Reports of the Company on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995; (iii) the Company's Annual Report to
Stockholders for the fiscal year ended September 30, 1994; and (iv) the
Company's Proxy Statement dated December 22, 1994 for its Annual Meeting of
Shareholders held January 31, 1995. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which is also incorporated by reference
modifies or replaces such statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of securities contemplated hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company will furnish its shareholders with annual reports
containing audited consolidated financial statements and will furnish upon
request quarterly reports containing unaudited financial information for the
first three quarters of each fiscal year. The Company will provide without
charge to each person to whom this Prospectus is delivered, upon written or oral
request of such person, a copy (without exhibits other than exhibits
specifically incorporated by reference) of any or all documents incorporated by
reference into this Prospectus. Requests for such copies should be made to the
Company, 14000 Technology Drive, Eden Prairie, Minnesota 55344 (612-937-4000).
THE COMPANY
The Company designs, manufactures, markets and services computer-based
testing and simulation systems for determining the mechanical behavior of
materials, products and structures and measurement and control products for
measuring process variables and automating manufacturing processes. These
systems and products are used by MTS' customers to improve product quality,
accelerate product development and increase machine and worker productivity.
The Company's markets are varied. However, its systems and products
share common technologies: sensors for measuring machine and process parameters,
control technologies for test and process automation, hydraulic and electric
servodrives for precise actuation, and application software to tailor the test
or automation system to the user's needs. The Company currently operates in
three market sectors:
Mechanical Testing and Simulation. Customers use the Company's products
and services to determine the performance of their products: materials,
vehicles, components, or structures. The Company is a recognized world-wide
leader and innovator in many of the niches of this market.
Industrial Measurement and Automation. Built upon many of the same
technologies used in the Mechanical Testing and Simulation sector, the Company's
instrumentation products monitor and automate industrial processes and
equipment. The Company is presently a small factor in a large, diverse market
with a significant market share in only one product niche.
Advanced Systems. This sector pursues application in testing,
automation, and other areas where the Company can utilize its broad-based system
development and project management skills--frequently in cooperation with
customers and other project partners.
The Company's executive offices are located at 14000 Technology Drive,
Eden Prairie, Minnesota 55344 and its telephone number is (612) 937-4000.
USE OF PROCEEDS
The Shares are being sold solely by the Selling Shareholders and the
Company will not receive any proceeds from sales thereof.
SELLING SHAREHOLDERS
The table below sets forth information at May 31, 1995 as to the
beneficial ownership of the Company's common stock by the Selling Shareholders.
<TABLE>
<CAPTION>
Number of
Shares Bene- Maximum Number Total Outstanding
ficially Owned of Shares to be Shares to be
Prior to Sold Pursuant Beneficially Owned
Name Offering to this Prospectus (1) After Offering (1)
<S> <C> <C> <C>
Harry R. Meline 71,050 70,700 350
John L. Magnuson 12,900 12,900 - 0 -
Audrey A. Peterson 4,400 4,400 - 0 -
Gordon L. Anderson 2,000 2,000 - 0 -
Donna Haines 2,000 2,000 - 0 -
John G. Haines 2,000 2,000 - 0 -
Paul B. Hasselquist 2,000 2,000 - 0 -
Scott G. Iverslie 2,000 2,000 - 0 -
Marc C. Shoquist 2,200 2,000 200
Total 100,550 100,000 550
</TABLE>
(1) Assumes that each Selling Shareholder sells all Shares covered by this
Prospectus. There can be no assurance, however, that any Selling
Shareholder will sell all or any of the Shares offered by such Selling
Shareholder hereunder.
The Selling Shareholders and the Company entered into a Stock Purchase
Agreement dated May 31, 1995 (the "Agreement"), under which the Company agreed
to purchase in exchange for issuance of the Shares all the outstanding capital
stock of Gull Engineering, Inc., all of whose common stock was owned by the
Selling Shareholders, and to file a registration statement in connection with
resale of the Shares for the benefit of the Selling Shareholders. The Shares
were issued without registration under the Act.
Gull designs, manufactures and sells high technology testing devices
primarily for use in product development laboratories and quality control
operations. The Company has been Gull's sole customer for the past 30 years.
Harry R. Meline is Gull's President and principal shareholder. Except for Mr.
Meline, who has entered into an agreement with the Company pursuant to which he
may provide consulting services to the Company, none of the Selling Shareholders
has any relationship with the Company other than as officers, employees or
directors of Gull or, in the event of the merger of Gull with and into the
Company, as officers or employees of the Company.
PLAN OF DISTRIBUTION
SALES BY SELLING SHAREHOLDERS
The Company has been advised that the Selling Shareholders may sell the
Shares, from time to time, until May 30, 1997, in one or more transactions
(which may include block transactions), through negotiated transactions, through
underwriters or otherwise, at market prices prevailing at the time of sale or at
prices otherwise negotiated.
The Securities may, without limitation, be sold in one or more of the
following types of transactions: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers.
The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of the
Shares. Underwriters, brokers or dealers may participate in such transactions as
agents and may, in such capacity, receive brokerage commissions from the Selling
Shareholder or purchasers of such securities. Such underwriters, brokers or
dealers may also purchase Shares and resell such Shares for their own account in
the manner described above. The Selling Shareholder and such underwriters,
brokers or dealers may be considered "underwriters" as that term is defined by
the Securities Act of 1933, although the Selling Shareholders disclaim such
status. Any commissions, discounts or profits received by such underwriters,
brokers or dealers in connection with the foregoing transactions may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933.
BLUE SKY REQUIREMENTS
The Company intends, to the extent practical, to seek registration or
exemption from registration under the state securities laws ("Blue Sky" laws) of
those states in which the Selling Shareholders are domiciled. As of the date of
this Prospectus, the Shares are eligible for sale in Minnesota. This Prospectus
constitutes an offer only in the State of Minnesota and, although the Company's
Common Stock is traded on the Nasdaq National Market System and exemptions will
be available in most states, brokers or dealers in other states should confirm
the existence of an exemption from registration or should effect such
registration in connection with the offering and sale of the Shares.
LEGAL MATTERS
The legality of the Shares offered hereunder will be passed on for the
Company by Lindquist & Vennum P.L.L.P., 4200 IDS Center, Minneapolis, Minnesota
55402. Patrick Delaney, a partner of Lindquist & Vennum P.L.L.P., is the
Secretary and a shareholder of the Company.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their reports with respect thereto,
and are included herein in reliance upon the authority of said firm as experts
in giving said reports.
INDEMNIFICATION
The Company's Articles of Incorporation eliminate or limit certain
liabilities of its directors and Minnesota law provides for indemnification of
directors, officers and employees of the Company in certain instances. Insofar
as exculpation from, or indemnification for, liabilities arising under the
Securities Act of 1933 may be allowed to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
exculpation or indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee..................................... $ 931
Accounting fees and expenses ............................ $ 5,000
Legal fees and expenses ................................. $ 7,500
Miscellaneous ........................................... $ 1,569
Total ................................................... $15,000
ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Statutes requires, among other
things, the indemnification of persons made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the corporation, and, in
the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment by the corporation, upon written request, of reasonable
expenses in advance of final disposition in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
ITEM 16. EXHIBITS
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lindquist & Vennum P.L.L.P. (See Exhibit 5.1)
24 Power of Attorney (included as part of the signature page)
ITEM 17. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets al
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Eden Prairie, Minnesota on June 21, 1995.
MTS SYSTEMS CORPORATION
By:/s/ Donald M. Sullivan
Donald M. Sullivan, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DONALD M. SULLIVAN and MARSHALL L. CARPENTER as
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below on June 21, 1995 by the following persons on
behalf of the Registrant in the capacities indicated.
Signature Title
/s/ Donald M. Sullivan Chairman of the Board, President,
Donald M. Sullivan Chief Executive Officer and Director
(principal executive officer)
/s/ Marshall L. Carpenter Vice President and Chief Financial
Marshall L. Carpenter Officer (principal financial and
accounting officer)
Director
Charles A. Brickman
Director
Thomas E. Holloran
/s/ E. Thomas Binger Director
E. Thomas Binger
/s/ Thomas E. Stelson Director
Thomas E. Stelson
Director
Bobby I. Griffin
/s/ Linda Hall Whitman Director
Linda Hall Whitman
/s/ Russell Gullotti Director
Russell Gullotti
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion and Consent of Lindquist & Vennum,
P.L.L.P., counsel to the Company.
23.1 Consent of Arthur Anderson LLP, independent
public accountants.
THOMAS G. LOVETT IV
612/371-3270
Exhibit 5.1
June 21 1995
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 filed by MTS
Systems Corporation (the "Company") with the Securities and Exchange Commission
on June 22, 1995 relating to a public offering of 100,000 shares of Common
Stock, $.25 par value, to be offered by the Selling Shareholders, please be
advised that as counsel to the Company, upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
of this opinion, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Minnesota.
2. The 100,000 shares of Common Stock being offered by the
Selling Shareholders are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated November 29, 1994
incorporated by reference in MTS Systems Corporation's Form 10-K for the year
ended September 30, 1994 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 22, 1995
