MTS Systems Corporation (NASDAQ:MTSC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

ME Staff 8-k
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MTS Systems Corporation (NASDAQ:MTSC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2017, MTS Systems Corporation (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, in light of the Company’s April 10, 2017 filing of both its Annual Report on Form 10-K for the fiscal year ended October 1, 2016 and its Quarterly Report on Form 10-Q for the period ended December 31, 2016, Nasdaq determined that the Company has regained compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 18, 2017, the Company and Catherine L. Powell, the Company’s Senior Vice President, General Counsel and Corporate Secretary (the “Executive”), entered into a Mutual Separation and Release Agreement (the “Separation Agreement”) to which the parties mutually agreed that Executive’s employment with the Company will end effective May 5, 2017 (the “Separation Date”).

Under the Separation Agreement, the Company will pay Executive a severance payment of $325,000 in equal installments on each payroll pay date over the twelve months following the Separation Date beginning no later than 60 days following the Separation Date. Executive will also receive certain life, accident and health insurance coverage. Under the Separation Agreement, Executive provided the Company with a waiver and general release of claims and agreed to non-disclosure, non-solicitation, non-competition and other covenants. Executive’s compliance with the covenants is a condition of the receipt of the benefits of the Separation Agreement and Executive is obligated to repay the severance payment previously paid in excess of $10,000 in the event of violation of the covenants as provided in the Separation Agreement.

The foregoing summary of the Separation Agreement is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed herewith:

10.1 Mutual Separation and Release Agreement, dated April 18, 2017, by and between MTS Systems Corporation and Catherine L. Powell.


About MTS Systems Corporation (NASDAQ:MTSC)

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.

MTS Systems Corporation (NASDAQ:MTSC) Recent Trading Information

MTS Systems Corporation (NASDAQ:MTSC) closed its last trading session down -0.80 at 45.45 with 108,142 shares trading hands.