As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MTS SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0908057
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
(Address of Principal Executive Offices and zip code)
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MTS SYSTEMS CORPORATION
1997 STOCK OPTION PLAN
(Full title of the Plan)
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Donald M. Sullivan
President
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344
(612) 937-4000
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Patrick Delaney
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 750,000 shares $25.4375(1) $19,078,125(1) $5,782
$.25 par value
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on the Nasdaq National
Market on May 30, 1997.
PART I
Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) The Annual Report on Form 10-K for the fiscal year ended September
30, 1996.
(b) The Definitive Proxy Statement dated December 19, 1996 for the 1997
Annual Meeting of Shareholders.
(c) The Quarterly Reports on Form 10-Q for the quarters ended December
31, 1996 and March 31, 1997.
(d) The description of the Company's Common Stock as set forth in the
Company's Form S-8 Registration Statement dated January 29, 1992 (Registration
No. 33-45386), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Patrick Delaney, Secretary of the Company, is a partner in Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that any person who at any time shall
serve or shall have served as a director, officer or employee of the Company, or
of any other enterprise at the request of the Company, and the heirs, executors
and administrators of such person, shall be indemnified by the Company in
accordance with, and to the fullest extent permitted by, the provisions of the
Minnesota Business Corporation Act.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:
(1) Has not been indemnified by another organization or employee benefit
plan for the same judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection
with the proceeding with respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255 (Director
Conflicts of Interest), if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c), clause
(3), reasonably believed that the conduct was not opposed to the best
interests of the corporation. If the person's acts or omissions
complained of in the proceeding relate to conduct as a director,
officer, trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of the
corporation if the person reasonably believed that the conduct was in
the best interests of the participants or beneficiaries of the employee
benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
4(a) MTS Systems Corporation 1997 Stock Plan (incorporated by reference
to Exhibit 10.p to the Company's Annual Report on Form 10-K for the
year ended September 30, 1996).
5(a) Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the
legality of the common stock offered pursuant to the stock plan
23(a) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5(a))
23(b) Consent of Arthur Andersen LLP., independent public accountants
Item 9. Undertakings.
(a) 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, represents 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the 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.
(b) 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.
(c) 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 connected 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 all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on May 27, 1997.
MTS SYSTEMS CORPORATION
By /s/ Donald M. Sullivan
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Donald M. Sullivan, President
POWER OF ATTORNEY
The undersigned officers and directors of MTS Systems Corporation
hereby constitute and appoint Donald M. Sullivan and Patrick Delaney, or either
of them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable 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
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
May 27, 1997 in the capacities indicated.
Signature
/s/ Donald M. Sullivan
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Donald M. Sullivan, Chairman of
the Board, Chief Executive Officer
(Principal Executive Officer)
and President
/s/ Marshall L. Carpenter
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Marshall L. Carpenter, Vice
President and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ E. T. Binger
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E. T. Binger, Director
/s/ Charles A. Brickman
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Charles A. Brickman, Director
/s/ Thomas E. Holloran
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Thomas E. Holloran, Director
/s/ Thomas E. Stelson
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Thomas E. Stelson, Director
/s/ Bobby I. Griffin
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Bobby I. Griffin, Director
/s/ Russell A. Gullotti
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Russell A. Gullotti, Director
/s/ Linda H. Whitman
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Linda H. Whitman, Director
Exhibit 5(a)
June 5, 1997
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344
Re: Opinion of Counsel as to Legality of 750,000 Shares of Common
Stock to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 750,000 shares of Common Stock, $.25 par
value, of MTS Systems Corporation (the "Company") offered to executives,
managers, key technical and functional employees, directors and consultants
pursuant to the MTS Systems Corporation 1997 Stock Option Plan (the "Plan").
We advise you that it is our opinion, based on our familiarity with the
affairs of the Company and upon our examination of pertinent documents, that the
750,000 shares of Common Stock to be issued by the Company under the Plan, will,
when paid for and issued, be validly issued and lawfully outstanding, fully paid
and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM, P.L.L.P.
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated November 22, 1996,
incorporated by reference in MTS Systems Corporation Form 10-K for the year
ended September 30, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
June 5, 1997
