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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 JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION) NO.)
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 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported under a Current Report on Form 8-K filed on April 28,
2003, MTS Systems Corporation (the "Company") on April 11, 2003 sold the assets
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 cash, subject to a post-closing adjustment based on the net assets of the
Automation division's New Ulm facility acquired by Parker Hannifin as of April
11, 2003. The sale of the Automation Division's German operations to Parker
Hannifin occurred on April 30, 2003 and was not subject to a purchase price
adjustment for the net assets acquired.
The Parker-Hannifin transactions, along with the sale on March 31, 2003 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, constitute the sale of the Company's Automation
Division and mark the Company's exit from the motor and amplifier business. The
aggregate maximum purchase price for the sale of the gradient business was
approximately $3.36 million in cash, subject to a $1.125 million hold-back as
well as certain potential post-closing reductions.
The purchase price for each of the transactions described above was negotiated
in an arms-length transaction. The Company and its Automation Division have in
the past in the ordinary course of business entered into various agreements on
an arms-length basis with each of Parker Hannifin and Hitachi Medical
Corporation and their respective affiliates. Prior to the closing of the
transaction described above, Hitachi Medical Corporation, including its
affiliates, was the largest customer of the gradient business of the Automation
Division. However, none of such agreements or other relationships with Parker
Hannifin or Hitachi have been material to the Company.
As required under Item 7 of Form 8-K, the pro forma financial information with
respect to the disposed Automation Division business is filed as Exhibit 99.1 to
this Form 8-K. The unaudited pro forma combined condensed balance sheet and
statement of operations filed with this report are presented for illustrative
purposes only. The pro forma balance sheet as of December 28, 2002 is not
necessarily indicative of the financial position of the Company had the Company
sold its Automation division as of December 28, 2002. The pro forma results of
operations are not necessarily indicative of the results of operations for
future periods or the results that actually would have been realized had the
Company sold its Automation division as of September 30, 2001. The pro forma
statements, including the notes thereto, are qualified in their entirety by
reference to, and should be read together with, the historical financial
statements of the Company included in the Company's Form 10-K for the year ended
September 28, 2002, and the unaudited consolidated financial statements filed in
Forms 10-Q for the period ended December 28, 2002.
Copies of the Asset Purchase Agreement, dated as of April 11, 2003, by and
between the Company and Parker Hannifin and the German Share Purchase and
Transfer Agreement, dated as of April 11, 2003, by and between the Company and
Parker Hannifin Holding GmbH were previously filed and are incorporated herein
by reference. The Company's March 31, 2003 and April 11, 2003 press releases
regarding the sale of the Automation Division were also previously filed and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) As required under Item 7 of Form 8-K, the pro forma
financial information with respect to the disposed Automation
Division is filed as Exhibit 99.1 to this Form 8-K.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of April 11, 2003,
by and between the Company and Parker Hannifin
(incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on April
28, 2003). The Company agrees to furnish to the SEC
supplementally a copy of any omitted schedule to the
Asset Purchase Agreement upon request.
2.2 German Share Purchase and Transfer Agreement, dated
as of April 11, 2003, by and between the Company and
Parker Hannifin Holding GmbH (incorporated by
reference to Exhibit 99.2 to the Company's Current
Report on Form 8-K filed on April 28, 2003). The
Company agrees to furnish to the SEC supplementally a
copy of any omitted schedule to the Asset Purchase
Agreement upon request.
99.1 Pro Forma Financial Information for the disposed
Automation Division business.
99.2 Press Release issued by the Company on March 31, 2003
(incorporated by reference to Exhibit 99.3 to the
Company's Current Report on Form 8-K filed on April
28, 2003). The contents of internet addresses
included in such press release are not incorporated
by reference into the press release or this filing.
99.3 Press Release issued by the Company on April 11, 2003
(incorporated by reference to Exhibit 99.4 to the
Company's Current Report on Form 8-K filed on April
28, 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: May 8, 2003 By: /s/ Sidney W. Emery
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Sidney W. Emery, Jr., Chairman and
Chief Executive Officer
MTS SYSTEMS CORPORATION
FORM 8-K REPORT
INDEX TO EXHIBITS
Exhibit
No. Description
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2.1 Asset Purchase Agreement, dated as of April 11, 2003, by and between
the Company and Parker Hannifin (incorporated by reference to Exhibit
99.1 to the Company's Current Report on Form 8-K filed on April 28,
2003). The Company agrees to furnish to the SEC supplementally a copy
of any omitted schedule to the Asset Purchase Agreement upon request.
2.2 German Share Purchase and Transfer Agreement, dated as of April 11,
2003, by and between the Company and Parker Hannifin Holding GmbH
(incorporated by reference to Exhibit 99.2 to the Company's Current
Report on Form 8-K filed on April 28, 2003). The Company agrees to
furnish to the SEC supplementally a copy of any omitted schedule to the
German Share Purchase and Transfer Agreement upon request.
99.1 Pro Forma Financial Information for the disposed Automation Division
business.
99.2 Press Release issued by the Company on March 31, 2003 (incorporated by
reference to Exhibit 99.3 to the Company's Current Report on Form 8-K
filed on April 28, 2003). The contents of internet addresses included
in such press release are not incorporated by reference into the press
release or this filing.
99.3 Press Release issued by the Company on April 11, 2003 (incorporated by
reference to Exhibit 99.4 to the Company's Current Report on Form 8-K
filed on April 28, 2003). The contents of internet addresses included
in such press release are not incorporated by reference into the press
release or this filing.