FORM 10-K/A
(Amendment No. 1)
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, MN | 55344 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
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. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $564,933,286.
As of December 7, 2005, the registrant had outstanding 19,403,474 shares of Common Stock.
On December 14, 2005, MTS Systems Corporation filed its Annual Report on Form 10-K for the fiscal year ended October 1, 2005. This Amendment No. 1 has been filed to correct an error in the filed versions of Exhibits 31.1 and 31.2. While the manually executed Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 were as reflected in the Exhibits 31.1 and 31.2 to this Amendment No. 1, certain language regarding internal control over financial reporting was omitted from the introductory portion of paragraph 4 of the initially filed exhibits. There are no changes to the original Form 10-K other than those outlined above. This Form 10-K/A does not reflect events occurring after the filing of the original 10-K, or modify or update disclosures therein in any way, other than as outlined above. The exhibits as originally executed follow.
The following documents are filed as part of this report:
| (3) Exhibits: |
| Exhibit Number |
Description |
|---|---|
| 31.1 | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| 31.2 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
Pursuant to the requirement 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 | |||||
By: |
/s/ Sidney W. Emery, Jr. | ||||
| Sidney W. Emery, Jr. Chairman, Chief Executive Officer and President | |||||
Date: January 24, 2006