MTS SYSTEMS CORPORATION (NASDAQ:MTSC) Files An 8-K Entry into a Material Definitive Agreement

MTS SYSTEMS CORPORATION (NASDAQ:MTSC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement

On each of June 9, 2016 and June 16, 2016, in connection with the public offering of an aggregate of 1,150,000 8.75% tangible equity units (the “TEUs”) of MTS Systems Corporation (the “Company”), the Company entered into privately-negotiated capped call transactions (the “Capped Call Transactions”) with each of JPMorgan Chase Bank, National Association, and Wells Fargo Bank, National Association (collectively, the “Option Counterparties”). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the minimum number of shares of common stock, par value $0.25 per share, of the Company that underlie the prepaid stock purchase contract component of the TEUs (each, a “Purchase Contract”).

On June 13, 2018 (the “Amendment Date”), the Company amended and restated the Capped Call Transactions (the “Restated Capped Call Transactions”) with each Option Counterparty in order to, among other things, (i) replace the cap price of $58.80 per Purchase Contract with an adjusted cap price calculated as of the Amendment Day, and (ii) revise the settlement procedures for any outstanding Purchase Contracts such that all “in-the-money” Purchase Contracts (as determined by the Option Counterparties) shall be deemed to be automatically exercised as of the close of trading on July 1, 2019, subject to a 60-day final averaging period and certain other valuation adjustments.

The foregoing summary of the Restated Capped Call Transactions is subject to, and qualified in its entirety by, the full text of the Restated Capped Call Transactions, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and are incorporated herein by reference

Item 9.01

Financial Statements and Exhibits

The following exhibit is being furnished herewith:

EX-10.1 2 a101-cappedcallamendment61.htm EXHIBIT 10.1 Exhibit Exhibit 10.1JPMorgan Chase Bank,…
To view the full exhibit click here


MTS Systems Corporation (MTS) is a global supplier of test systems and position sensors. The Company’s operations are organized and managed in two business segments: the Test segment and the Sensors. Testing segment’s testing hardware, software and services solutions help customers improve their design, development, and manufacturing processes and are used for determining the mechanical behavior of materials, products, and structures. Test also sells a range of accessories and spare parts, as well as services, including installation, calibration, maintenance, training and consulting. MTS’ sensors segment provides controls for a range of industrial and vehicular applications. The segment’s customer industries include manufacturers of plastic injection molding machines, steel mills, fluid power, oil and gas, medical, wood product processing equipment, mobile equipment, and energy.

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