Current Report Filing (8-k)
April 02 2021 - 4:39PM
Edgar (US Regulatory)
0000068709
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0000068709
2021-04-02
2021-04-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 2, 2021
MTS
SYSTEMS CORPORATION
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Minnesota
|
|
000-02382
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41-0908057
|
(STATE
OR OTHER JURISDICTION
OF
INCORPORATION)
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|
(COMMISSION
FILE
NUMBER)
|
|
(I.R.S.
EMPLOYER
IDENTIFICATION
NO.)
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14000
TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(952)
937-4000
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.25 par value
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MTSC
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
April 2, 2021,
MTS Systems Corporation, a Minnesota corporation (the “Company”) received
all regulatory approvals required to complete the previously announced merger and other transactions contemplated by the Agreement
and Plan of Merger, dated as of December 8, 2020, by and among the Company, Amphenol Corporation, a Delaware corporation (“Parent”),
and Moon Merger Sub Corporation, a Minnesota corporation and wholly-owned subsidiary of Parent (as
may be amended from time to time and including the plan of merger attached as Exhibit A thereto, the “Merger
Agreement”), pursuant to which
Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent.
The
Company expects to close the merger on April 7, 2021 or as soon as possible thereafter, subject to the satisfaction
of any remaining conditions under the Merger Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MTS SYSTEMS CORPORATION
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(Registrant)
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Date:
April 2, 2021
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By:
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/s/
BRIAN T. ROSS
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Brian
T. Ross
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Executive
Vice President and Chief Financial Officer
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