SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(MARK ONE)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from ___________ to
COMMISSION FILE NO. 0-2382
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 55344-9763
-----------------------------------------------------
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 937-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.25
PAR VALUE PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES __X__ NO _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of November 30, 1998, 18,598,890 shares of the Registrant's Common Stock were
outstanding and the aggregate market value of such Common Stock (based upon the
average of the high and low prices) held by non-affiliates was $215,938,000.
<PAGE>
PART III
Item 12 is amended to correct the calculation of the number and
percentage of shares of Common Stock beneficially owned by "All directors and
executive officers as a group" in the Proxy Statement for the Annual Meeting of
Shareholders to be held on January 26, 1999, which previously and incorrectly
included the shares owned by E. Thomas Binger who retired from the Board of
Directors of the Company prior to the November 30, 1998 record date. Item 12 is
accordingly hereby amended to read as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as modified below, the information required by Items 11 and
12 is incorporated herein by reference from the Company's Proxy Statement, a
definitive copy of which was filed with the Securities and Exchange Commission
on December 22, 1998, pursuant to Regulation 14A under the Securities Exchange
Act of 1934.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of the close of business on
November 30, 1998, the number and percentage of outstanding shares of Common
Stock of the Company beneficially owned (i) by each person who is known to the
Company to beneficially own more than five percent (5%) of the Common Stock of
the Company, (ii) by each director of the Company, (iii) by each executive
officer named in the Summary Compensation Table below, and (iv) by all directors
and executive officers of the Company as a group:
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
E. Thomas Binger 1,143,000(1) 6.1%
5575 Wayzata Boulevard
Minneapolis, MN 55412
Donald M. Sullivan 329,258(1)(2) 1.8%
Charles A. Brickman 185,000(1) *
Marshall L. Carpenter 179,797(1)(3) *
Keith D. Zell 135,933(1)(4) *
William G. Beduhn 92,437(1)(5) *
Mauro G. Togneri 53,832(1)(6) *
Thomas E. Holloran 34,664(1) *
Thomas E. Stelson 34,000(1) *
Bobby I. Griffin 27,000(1) *
Sidney W. Emery, Jr. 26,650(1)(7) *
Russell A. Gullotti 13,000(1) *
Linda Hall Whitman 5,374(1) *
Jean-Lou Chameau 3,000(1) *
Brendan C. Hegarty 3,000(1) *
<PAGE>
All directors and executive officers 1,420,367(1)(8) 7.4%
as a group (20 persons)
*Less than 1%.
(1) Includes the following number of shares which could be purchased
under stock options exercisable within sixty (60) days of November
30, 1998: Mr. Binger, 7,000 shares; Mr. Brickman, 15,000 shares; Mr.
Carpenter, 50,549, Mr. Sullivan, 205,266 shares; Mr. Zell, 66,181
shares; Mr. Beduhn, 36,833 shares; Mr. Emery, no shares; Mr.
Holloran, 15,000 shares; Mr. Stelson, 11,000 shares; Mr. Griffin,
15,000 shares; Mr. Gullotti, 11,000 shares; Dr. Whitman, 3,000
shares; Mr. Chameau, 3,000 shares; Mr. Hegarty, 3,000 shares; Mr.
Togneri, 37,832 shares; and by all directors and executive officers
as a group, 625,317 shares. The 7,000 shares purchasable by Mr.
Binger are not included in the total for all executive officers and
directors as a group due to Mr. Binger's retirement from the Board
of Directors of the Company on August 18, 1998.
(2) Includes 17,750 shares owned jointly with his spouse. The voting and
investment discretion over those shares are shared accordingly.
(3) Includes 129,248 shares owned jointly with his spouse. The voting
and investment discretion over those shares are shared accordingly.
(4) Includes 40,018 shares held in a trust for the benefit of Mr. Zell's
children for which Mr. Zell serves as trustee.
(5) Includes 6,108 shares owned jointly with his spouse. The voting and
investment discretion over those shares are shared accordingly.
Includes 46,856 shares held by his spouse, the beneficial ownership
of such shares is disclaimed.
(6) Includes 3,840 shares owned jointly with his spouse. The voting and
investment discretion over those shares are shared accordingly.
(7) Includes a restricted stock grant of 24,000 shares issued on March
17, 1998 in connection with his employment with the Company.
(8) Includes 270,371 shares owned jointly with a spouse, 77,308 shares
owned directly by a spouse and 40,018 shares which are held in
trust.
<PAGE>
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
MTS SYSTEMS CORPORATION
("Registrant")
Dated: January 12, 1999 By /s/ Donald M. Sullivan
-------------------------------------
Chairman of the Board
