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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 11, 2003
MTS SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 0-2382 41-0908057
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(952) 937-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On Friday, April 11, 2003, MTS Systems Corporation (the "Company") announced
that it had completed agreements for the sale of its Automation Division based
in New Ulm, Minnesota, to Parker Hannifin Corporation ("Parker Hannifin"). The
aggregate purchase price for the sale, which included the Automation Division's
German operations, was $11.75 million. In connection with the acquisition,
Parker Hannifin has employed all of the employees of the purchased business.
Parker will also take over the lease of the business' approximately 79,000
square foot facility in New Ulm, Minnesota.
This transaction, along with the sale of substantially all of the assets of the
gradient amplifier business of the Automation Division to Performance Controls,
Inc., an affiliate of Hitachi Medical Corporation, with certain of the
intellectual property assets being sold to Hitachi Medical Corporation, on March
31, 2003, marks the Company's exit from the motor and amplifier business. The
aggregate maximum purchase price for the gradient business is approximately
$3.36 million, subject to a hold-back as well as certain potential post-closing
reductions.
The sale of the North American assets of the Automation Division to Parker
Hannifin closed on April 11, 2003. The sale of the German operations is
structured as a purchase of stock by a European subsidiary of Parker Hannifin,
and will close promptly following German anti-trust approval. Failure or delay
in obtaining such approval will not, however, affect the North American portions
of the transaction or result in a purchase price reduction.
Copies of the definitive agreements for the Parker Hannifin transaction are
attached hereto as Exhibits 99.1 and 99.2. The foregoing descriptions are
qualified by reference to such definitive agreements. The Automation Division
was reported as part of the MTS Factory Automation Segment. Its fiscal year 2002
revenue was approximately $29.0 million and it had a loss in 2002 as a result of
significant restructuring and inventory write-off costs.
The Company's March 31, 2003 and April 11, 2003 press releases regarding the
sale of the Automation Division are also attached hereto as Exhibits 99.3 and
99.4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Asset Purchase Agreement, dated as of April 11, 2003,
by and between the Company and Parker Hannifin.
99.2 German Share Purchase and Transfer Agreement, dated
as of April 11, 2003, by and between the Company and
Parker Hannifin Holding GmbH.
99.3 Press Release issued by the Company on March 31,
2003. The contents of internet addresses included in
such press release are not incorporated by reference
into the press release or this filing.
99.4 Press Release issued by the Company on April 11,
2003. The contents of internet addresses included in
such press release are not incorporated by reference
into the press release or this filing.
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 thereunto duly authorized.
MTS SYSTEMS CORPORATION
(Registrant)
Date: April 28, 2003 By: /s/ John R. Houston
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John R. Houston
Secretary
MTS SYSTEMS CORPORATION
FORM 8-K REPORT
INDEX TO EXHIBITS
Exhibit Description
No.
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99.1 Asset Purchase Agreement, dated as of April 11, 2003, by and
between the Company and Parker Hannifin.
99.2 German Share Purchase and Transfer Agreement, dated as of April 11,
2003, by and between the Company and Parker Hannifin Holding GmbH.
99.3 Press Release issued by the Company on March 31, 2003. The contents
of internet addresses included in such press release are not
incorporated by reference into the press release or this filing.
99.4 Press Release issued by the Company on April 11, 2003. The contents
of internet addresses included in such press release are not
incorporated by reference into the press release or this filing.