As filed with the Securities and Exchange Commission on June 15, 2000.
Registration No. 333-___________
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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
incorporation or organization) identification no.)
14000 TECHNOLOGY DRIVE, EDEN PRARIE, MINNESOTA 55344-9763
(Address of principal executive offices, including zip code)
MTS SYSTEMS CORPORATION
1997 STOCK OPTION PLAN
(Full title of the plan)
Sidney W. Emery, Jr. Copy to:
President and Chief Executive Officer John R. Houston
MTS Systems Corporation Robins, Kaplan, Miller & Ciresi L.L.P.
14000 Technology Drive 2800 LaSalle Plaza
Eden Prarie, Minnesota 55344-9763 800 LaSalle Avenue
Minneapolis, Minnesota 55402
(Name and address of agent for service) (612) 349-8500
(612) 937-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.25 par value 2,500,000 shares $7.07 $17,675,000 $4,667
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(1) 1,500,000 shares (as adjusted to reflect the two-for-one stock split
which occurred February 2, 1998) were registered on Form S-8 (No.
333-28661) on June 6, 1997 and 2,500,000 shares are being registered
herewith.
(2) Pursuant to Rule 457(c) and (h)(1), the per share price is estimated,
solely for the purpose of determining the registration fee, based upon
the average of the high and low prices for such common stock on June
12, 2000 as reported on The Nasdaq National Market.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-28661) was filed
with the Securities and Exchange Commission (the "Commission") on June 6, 1997
covering the registration of 1,500,000 shares (adjusted to reflect a two-for-one
stock split which occurred February 2, 1998) initially authorized for issuance
under the MTS Systems Corporation 1997 Stock Option Plan (the "Plan"). Pursuant
to General Instruction E of Form S-8, this Registration Statement is being filed
to register an additional 2,500,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of shares
under the Plan by 2,500,000 was authorized by the Company's Board of Directors
on November 3, 1999 and approved by the Company's shareholders on January 25,
2000. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statement. The contents of the prior
Registration Statement are incorporated herein by reference.
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 part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by MTS Systems Corporation (the
"Company") with the Securities and Exchange Commission and are incorporated by
reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
b. The Definitive Proxy Statement dated December 22, 1999 for the 2000
Annual Meeting of Shareholders held on January 25, 2000;
c. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1999 and March 31, 2000; and the Company's Current Report
on Form 8-K filed on October 15, 1999; and
d. The description of the Company's capital stock under the heading
"Comparison of Rights of Holders of MTS Common Stock and Holders of
DSPT Common Stock -- Description of MTS Common Stock" contained in the
Company's Registration Statement on Form S-4 (333-77277), filed with
the Commission on April 28, 1999.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment, which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining to be
sold, shall be deemed to be incorporated by reference herein and 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.
John R. Houston, Secretary of the Company is a partner of Robins,
Kaplan, Miller & Ciresi 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.
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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, such person: (1) has not been indemnified by another organization or
employee benefit plan; (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 for the corporation
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 for other, affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation.
The Company also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8:
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality
of Common Stock of the Company (filed electronically herewith).
23.1 Consent of Arthur Andersen LLP (filed electronically herewith).
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
Exhibit 5.1).
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24.1 Power of Attorney (included on signature page).
99.1 The Company's 1997 Stock Option Plan, as amended (filed
electronically herewith).
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, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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 Exchange Act of 1934 (and, where applicable, each
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filing of an employee benefit plan's annual report pursuant to Section
15(d) of the 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
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.
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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, thereto duly
authorized, in the City of Eden Prairie, State of Minnesota on June 13, 2000.
MTS SYSTEMS CORPORATION
By /s/ Sidney W. Emery, Jr.
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Sidney W. Emery, Jr.
Chief Executive Officer and President
POWER OF ATTORNEY
The undersigned officers and directors of MTS Systems Corporation
hereby constitute and appoint Sidney W. Emery, Jr. and David E. Hoffman, 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 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, this
Registration Statement has been signed by the following persons on June 13,
2000.
SIGNATURE TITLE
/s/ Sidney W. Emery, Jr. President and Chief Executive Officer
----------------------------- (Principal Executive Officer) and Director
Sidney W. Emery, Jr.
/s/ David E. Hoffman Chief Financial Officer (Principal Financial
----------------------------- and Accounting Officer)
David E. Hoffman
/s/ Charles A. Brickman Director
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Charles A. Brickman
----------------------------- Director
Jean-Lou Chameau
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SIGNATURE TITLE
Director
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Bobby I. Griffin
/s/ Russell A. Gullotti Director
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Russell A. Gullotti
/s/ Brendan C. Hegarty Director
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Brendan C. Hegarty
/s/ Linda Hall Whitman Director
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Linda Hall Whitman, Ph.D
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