UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 5, 2017
MTS SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MINNESOTA
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0-02382
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41-0908057
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
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(COMMISSION FILE NUMBER)
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
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14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(952) 937-4000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On January 5, 2017, MTS Systems Corporation (the “Company”) announced the retirement of William E. Bachrach as the Company’s President, Test, effective as of January 13, 2017. In connection with Dr. Bachrach’s retirement, the Company anticipates entered into a consulting agreement with him pursuant to which Dr. Bachrach would provide certain consulting services to the Company, primarily to assist with the transition to new leadership in the Test segment.
Additionally, on January 5, 2017, the Company announced that its Test segment will be divided into two separate business units, “Materials Test Systems” and “Vehicles and Structure Test Systems.” As a result of the reorganization, the Company announced that William C. Becker will continue to serve as President, Materials Test Systems, and that Steven B. Harrison has been appointed the President, Vehicles and Structure Test Systems, effective as of February 6, 2017.
Mr. Becker joined the Company as President, Materials Test Systems, in October 2016. From July 2010 to August 2016, Mr. Becker, 63, previously served as Managing Director of Zwick USA, a wholly owned U.S. subsidiary of Zwick/Roell AG, a privately held German manufacturer of premium materials testing systems. Pursuant to a letter agreement (the “Becker Letter Agreement”) between the Company and Mr. Becker, Mr. Becker received the following compensation in connection with his employment: (i) an annual base salary of $300,000; (ii) a cash signing bonus in the amount of $25,000; and (iii) an equity signing bonus of Company restricted stock units valued at $30,000. As an executive officer of the Company, Mr. Becker is entitled to participate in the MTS Executive Variable Compensation Plan with a target amount equal to 40% of his annual salary, as well as the Company’s Executive Severance Plan and the Executive Change in Control Severance Plan. Mr. Becker also received an annual grant of equity equal to $120,000, comprised of stock options and performance restricted stock units, which was awarded in December 2016.
Mr. Harrison, 51, previously served as President (August 2015 to December 2016) and Chief Commercial Officer (August 2012 to August 2015) of AAR Airlift Group, Inc. (“AAR Airlift”), a wholly owned subsidiary of AAR CORP., a NYSE-listed provider of products and services to the worldwide aviation and government and defense markets. Prior to joining AAR Airlift, Mr. Harrison served as the President and Chief Executive Officer of National Airlines, an international provider of on demand cargo and passenger services, from September 2010 through July 2012.
In connection with Mr. Harrison’s appointment, the Company entered into a letter agreement (the “Harrison Letter Agreement”) with Mr. Harrison outlining the details of his employment. Pursuant to the Harrison Letter Agreement, Mr. Harrison will receive the following compensation: (i) an annual base salary of $335,000; (ii) a cash signing bonus in the amount of $20,000; and (iii) an equity signing bonus of Company restricted stock units valued at $50,000 to be granted the 15th of the month following his start date. As an executive officer of the Company, Mr. Harrison will be entitled to participate in the MTS Executive Variable Compensation Plan with a target amount equal to 45% of his annual salary which target amount has been guaranteed to him for the fiscal year ending September 30, 2017, as well as the Company’s Executive Severance Plan and the Executive Change in Control Severance Plan. Mr. Harrison will also receive an annual grant of equity equal to $175,000, comprised of restricted stock units, stock options and performance restricted stock units, to be granted the 15th of the month following his start date.
There are no family relationships between Mr. Becker, Mr. Harrison and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. There are no transactions between Mr. Becker, Mr. Harrison or any member of Mr. Becker’s or Mr. Harrison’s immediate family and the Company that require disclosure under Item 404(a) of Regulation S-K.
The foregoing summaries of the Becker Letter Agreement and the Harrison Letter Agreement are subject to, and qualified in their entirety by, the full text of the Becker Letter Agreement and the Harrison Letter Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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On January 5, 2017, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01
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Financial Statements and Exhibits
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The following exhibit is being furnished herewith:
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10.1
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Letter Agreement, dated August 24, 2016, by and between MTS Systems Corporation and William C. Becker.
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10.2
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Letter Agreement, dated December 30, 2016, by and between MTS Systems Corporation and Steven B. Harrison.
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99.1
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Press Release dated January 5, 2017.
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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 hereunto duly authorized.
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MTS SYSTEMS CORPORATION
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(Registrant)
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Date: January 5, 2017
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By:
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/s/ Jeffrey A. Graves
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Jeffrey A. Graves
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President and Chief Executive Officer
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EXHIBIT INDEX
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Number
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Title
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Method of filing
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10.1
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Letter Agreement, dated August 24, 2016, by and between MTS Systems Corporation and William C. Becker
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Filed electronically
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10.2
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Letter Agreement, dated December 30, 2016, by and between MTS Systems Corporation and Steven B. Harrison
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Filed electronically
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99.1
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Press Release dated January 5, 2017
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Furnished electronically
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Exhibit 10.1
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344-2290
Telephone 952-937-4000
Fax 952-937-4515
Info@mts.com
www.mts.com
August 24, 2016
William Becker
597 Gordon Combs Road NW
Marietta, GA 30064
Dear Bill:
This offer supercedes the offer letter dated August 23, 2016.
Congratulations! On behalf of MTS Systems Corporation (“MTS”), I am pleased to confirm our verbal offer to you for the full-time exempt position of President, MTS Materials Test Systems. This position will report to Dr. Jeffrey Graves, Chief Executive Officer, and will be based in Eden Prairie, MN.
Employment Date: October 3, 2016
Compensation: Your starting salary will be $300,000 annually, less applicable withholding, and paid bi-weekly in accordance with MTS’ payroll procedures. You will also be eligible for the MTS Executive Variable Compensation (EVC) Plan. Your EVC incentive target under this plan will be 40%, based upon your total salary paid during the fiscal year (October through September). You will be eligible for a merit increase in the December following your first performance period. Any increase you may receive will be prorated based on your performance period beginning from your hire date. In addition, your standard work schedule will be 8 hours a day, Monday through Friday.
Equity Compensation: You will receive an equity grant equal in value of $120,000. The date of grant will be December 7, 2016
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It will be provided ½ in the form of stock options and ½ in the form of Performance Restricted Stock Units. In the future, you will be eligible to receive an equity award in accordance with the guidelines for the annual stock incentive program as approved by the MTS Board of Directors. The annual stock incentives are typically granted in December; the size and type of grant will be dependent on company performance and the approved program guidelines in effect at that time.
Cash Signing Bonus: You will receive a signing bonus of $25,000 less applicable withholding, with 1/2 paid on first paycheck and 1/2 after first six months of employment. If you voluntarily terminate your employment with MTS prior to completing one year of service, you will be required to reimburse MTS for the full amount of your sign-on bonus.
Equity Signing Bonus: You will receive an equity grant in value to $30,000 divided by the closing price of the company’s Common Stock on the date of grant in the form of restricted stock units (RSUs). The date of grant will be the 15th of the month after the calendar month in which your start date falls, or if the 15th is a day on which the market is closed, the date used shall be the first prior business day in which the market was open. The RSUs will vest in three equal installments on each of the first three anniversary dates of the grant date, provided you remain employed, and will be
subject to the terms of the MTS Systems Corporation 2011 Stock Incentive Plan (the “Plan”) and a written RSU agreement to be entered into at the time of grant.
Car Allowance: You will receive a monthly car allowance of $670, less applicable withholding.
Relocation: You will be required to relocate to the Twin Cities by August 31, 2017. A relocation package will be provided to you in accordance with the program that’s in place at the time of your relocation.
Health & Welfare Benefits: On your first day of employment, you will be eligible to enroll in many insurance programs including Medical, Preventive Vision, Dental, Life Insurance and Short and Long-Term Disability as well as tax-advantaged savings plans to include Flexible Spending and Health Savings Accounts. A comprehensive description of these benefits will be provided to you when your employment commences.
Retirement Benefits: On your first day of employment, you will be eligible to participate in the MTS Retirement Savings Plan which includes a 401(k) company matched contribution. A comprehensive description of these benefits will be provided to you when your employment commences.
Other Benefits: On your first day of employment, you will be eligible to receive paid time off, pro-rated based upon the date you begin employment. You will also be eligible for all Company designated holidays and Employee Assistance Program Benefits. In addition, you will be eligible to enroll in the Employee Stock Purchase Plan on either January 1 or July 1. You will receive detailed information when your employment commences.
Stock Ownership: To align the interests of our executives with shareholders we have put in place an Executive Stock Ownership Guideline Policy. Your position would require that over time you acquire a multiple of your base salary in MTS stock. A copy of the policy is enclosed for your review.
Executive Plans: You will be eligible as a participant under the Executive Change in Control Severance Plan and Executive Severance Plan. These documents are provided for your review.
IMPORTANT: This offer is contingent upon successful completion of your background check, pre-employment drug test, Compensation Committee approval and your ability to provide documentary proof of your identity and eligibility to work in the United States.
By accepting this offer, you confirm that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities. You represent and warrant that in your acceptance of this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to MTS without written authorization from your current or former employer. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.
While I have every expectation that you will have a successful career with us, I must remind you that your employment with MTS is on an "at will" basis, which means that either of us may choose to terminate your employment at any time, with or without cause, with or without notice and without compensation except for time worked. Accordingly, nothing in this offer letter should be construed as creating a contract of employment, or employment for a specified term. Please note that participation in the Executive Variable Compensation Plan does not guarantee any future participation, which is at MTS’s discretion. Also, of course, all compensation, benefits and other terms of employment are subject to change from time to time, as MTS determines.
If you find this offer to be acceptable, then please sign this letter below and return it me. We are excited about the prospect of you joining our team. I believe that you can make a significant
contribution to MTS and look forward to working with you as we continue to build this very exciting business.
Sincerely,
/s/ Judy Henton
Judy Henton
SVP, Human Resources
The undersigned accepts the above employment offer and agrees that it contains the terms of employment with MTS, that the employment offered is “at will” as described above, that this offer supersedes any and all prior understandings, offers or agreements, whether oral or written, and that there are no other terms expressed, or implied. The undersigned also understands that no representation, whether oral or written, by any manager, supervisor, or representative of MTS, at any time, can constitute a contract of employment or employment for any specific duration, other than a document signed by the Human Resources Director.
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Accepted:
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/s/ William C. Becker
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William Becker
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Date:
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August 29, 2016
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Exhibit 10.2
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344-2290
Telephone 952-937-4000
Fax 952-937-4515
Info@mts.com
www.mts.com
December 30, 2016
Steven Harrison
6335 Arroyo Drive
Viera, FL 32940
Dear Steve:
This letter supercedes the letter dated December 29, 2016.
Congratulations! On behalf of MTS Systems Corporation (“MTS”), I am pleased to confirm our verbal offer to you for the full-time exempt position of President, Vehicles and Structures Test Systems. This position will report to Dr. Jeffrey Graves, Chief Executive Officer, and will be based in Eden Prairie, MN.
Employment Date: Monday February 6, 2017.
Compensation: Your starting salary will be $335,000 annually, less applicable withholding, and paid bi-weekly in accordance with MTS’ payroll procedures. You will also be eligible for the MTS Executive Variable Compensation (EVC) Plan. Your EVC incentive target under this plan will be 45%, based upon your total salary paid during the fiscal year (October through September). Your 2017 EVC incentive will be guaranteed at 100% to target. You will be eligible for a merit increase in the Dcember following your first performance period. Any increase you may receive will be prorated based on your performance period beginning from your hire date. In addition, your standard work schedule will be 8 hours a day, Monday through Friday.
Equity Compensation: You will receive an equity grant equal in value of $175,000. The date of grant will be five days after our delayed 2016 annual earnings release. If you are not an employee on that day, your date of grant will be on the 15th of the month after your month of hire. It will be provided 25% in the form of stock options, 25% in the form of Restricted Stock Units, and 50% in the form of Performance Restricted Stock Units. In the future, you will be eligible to receive an equity award in accordance with the guidelines for the annual stock incentive program as approved by the MTS Board of Directors. The annual stock incentives are typically granted in December; the size and type of grant will be dependent on company performance and the approved program guidelines in effect at that time.
Cash Signing Bonus: You will receive a signing bonus of $20,000 less applicable withholding on your first paycheck. If you voluntarily terminate your employment with MTS prior to completing one year of service, you will be required to reimburse MTS for the full amount of your cash sign-on bonus.
Equity Signing Bonus: You will receive an equity grant in value to $50,000 divided by the closing price of the company’s Common Stock on the date of grant in the form of restricted stock units (RSUs). The date of grant will be the 15th of the month after the calendar month in which your start date falls, or on the next available 15th of the month once the equity grant freeze has been lifted. If the 15
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of the month falls on a weekend, the date used shall be the first prior business day in which
the market was open. The RSUs will vest in three equal installments on each of the first three anniversary dates of the grant date, provided you remain employed, and will be subject to the terms of the MTS Systems Corporation Stock Incentive Plan (the “Plan”) and a written RSU agreement to be entered into at the time of grant.
Car Allowance: You will receive a monthly car allowance of $670, less applicable withholding.
Relocation: You will be required to relocate to the Twin Cities by December 31, 2017. A relocation package will be provided to you in accordance with the program that’s in place at the time of your relocation.
Health & Welfare Benefits: On your first day of employment, you will be eligible to enroll in many insurance programs including Medical, Preventive Vision, Dental, Life Insurance and Short and Long-Term Disability as well as tax-advantaged savings plans to include Flexible Spending and Health Savings Accounts. A comprehensive description of these benefits will be provided to you when your employment commences. You are eligible to participate in our Executive Physical program, where you would be eligible for reimbursement of up to $3,000 on amounts not covered under the health plan
Retirement Benefits: On your first day of employment, you will be eligible to participate in the MTS Retirement Savings Plan which includes a 401(k) company matched contribution. A comprehensive description of these benefits will be provided to you when your employment commences.
Other Benefits: On your first day of employment, you will be eligible to receive paid time off, pro-rated based upon the date you begin employment. You will also be eligible for all Company designated holidays and Employee Assistance Program Benefits. In addition, you will be eligible to enroll in the Employee Stock Purchase Plan on either January 1 or July 1. You will receive detailed information when your employment commences.
Stock Ownership: To align the interests of our executives with shareholders we have put in place an Executive Stock Ownership Guideline Policy. Your position would require that over time you acquire a multiple of your base salary in MTS stock. A copy of the policy is enclosed for your review.
Executive Plans: You will be eligible as a participant under the Executive Change in Control Severance Plan and Executive Severance Plan. These documents are provided for your review.
IMPORTANT: This offer is contingent upon successful completion of your background check, pre-employment drug test, Compensation Committee approval and your ability to provide documentary proof of your identity and eligibility to work in the United States.
By accepting this offer, you confirm that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities. You represent and warrant that in your acceptance of this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to MTS without written authorization from your current or former employer. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.
While I have every expectation that you will have a successful career with us, I must remind you that your employment with MTS is on an "at will" basis, which means that either of us may choose to terminate your employment at any time, with or without cause, with or without notice and without compensation except for time worked. Accordingly, nothing in this offer letter should be construed as creating a contract of employment, or employment for a specified term. Please note that participation in the Executive Variable Compensation Plan does not guarantee any future participation, which is at MTS’s discretion. Also, of course, all compensation, benefits and other terms of employment are subject to change from time to time, as MTS determines.
If you find this offer to be acceptable, then please sign this letter below and return it me. We are excited about the prospect of you joining our team. I believe that you can make a significant contribution to MTS and look forward to working with you as we continue to build this very exciting business.
Sincerely,
/s/ Judy Henton
Judy Henton
SVP, Human Resources
The undersigned accepts the above employment offer and agrees that it contains the terms of employment with MTS, that the employment offered is “at will” as described above, that this offer supersedes any and all prior understandings, offers or agreements, whether oral or written, and that there are no other terms expressed, or implied. The undersigned also understands that no representation, whether oral or written, by any manager, supervisor, or representative of MTS, at any time, can constitute a contract of employment or employment for any specific duration, other than a document signed by the Human Resources Director.
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Accepted:
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/s/ Steven B. Harrison
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Steven Harrison
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Date:
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12-31-16
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Exhibit 99.1
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, MN 55344-2290
Telephone 952-937-4000
Fax 952-937-4515
News Release
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FOR IMMEDIATE RELEASE
January 5, 2017
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For more information contact:
Andy Cebulla
Director of Investor Relations and Treasurer
(952) 937-4000
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MTS ANNOUNCES EXECUTIVE LEADERSHIP CHANGES AND REORGANIZATION OF TEST BUSINESS
EDEN PRAIRIE, MN, January 5, 2017 - MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of high-performance test systems and sensors, today announced the retirement of Dr. William Bachrach, President of MTS’s Test business, effective January 13, 2017. In conjunction with Dr. Bachrach’s retirement, given the growth in demand and sophistication of testing needs across the primary markets served by MTS, and to drive greater specific market focus, the Test business will be divided into two business units, ‘Materials Test Systems’ and ‘Vehicles and Structures Test Systems’.
The focus of the ‘Materials Test Systems’ business unit will be on providing solutions to global customers involved in developing and manufacturing advanced materials that are essential to new aircraft and propulsion systems, and are increasingly critical to advance automobiles, such as those with electric or hybrid-electric powertrains, and trucks. This Test business unit will be led by Mr. William Becker, a 30-year veteran of MTS, who recently returned to the Company after leading the North American business segment for another global materials test company since 2010. Mr. Becker’s expertise and knowledge of the materials industry, and his intimacy with aerospace customers and others that derive their technology from the application of new, advanced materials, are invaluable to MTS’s future in materials testing.
The ‘Vehicles and Structures Test Systems’ business unit will focus on providing test solutions to automotive, aerospace, infrastructure and energy markets world-wide. MTS is pleased to announce that Mr. Steven Harrison will join MTS on February 6, 2017, to lead the ‘Vehicles and Structures Test Systems’ business unit. Mr. Harrison is a graduate of the Air Force Academy with a Bachelor’s degree in Aeronautical Engineering, and is a Rhodes Scholar with advanced degrees in Engineering and Economics from Oxford University in England. He joins MTS following a distinguished 22-year career with the U.S. Air Force, followed by successful business leadership roles at National Air Cargo, Inc., and, most recently, with AAR CORP. where he served as President of AAR Airlift Group, Inc.
Dr. Jeffrey Graves, President and Chief Executive Officer of MTS, stated, “We are appreciative of Bill Bachrach’s leadership of our Test business and the positive momentum he established. Looking forward, we are excited about the opportunities we face in both our Materials and our Vehicles and Structures Test business units. With the Materials Test business unit largely comprised of standard product offerings, with accessories tailored to meet specific customer needs, and our Vehicles and Structures business unit comprised of our large, complex ‘custom and engineered-to-order’ projects, we believe this structure will bring enhanced focus for growth and drive increased profitability across the Test business. Under the proven leadership of both Bill Becker and Steve Harrison, we are well positioned to meet the growing demand from our customers world-wide as they continue to invest heavily in new testing technology.”
About MTS Systems Corporation
MTS Systems Corporation’s testing hardware, software and services solutions help customers accelerate and improve their design, development and manufacturing processes and are used to determine the mechanical behavior of materials, products and structures. MTS’s high-performance sensors provide controls for a variety of applications measuring motion, pressure, position, force and sound. MTS had 2,400 employees as of October 3, 2015 and revenue of $564 million for the fiscal year ended October 3, 2015. Additional information on MTS can be found at
www.mts.com
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Cautionary Information Regarding Forward-Looking Statements
This release contains “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the future of MTS’s Test business. These statements are based on MTS’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Risks, uncertainties and assumptions include, but are not limited to, those described in the “Risk Factors” section in MTS’s most recent Form 10-K filed with the SEC and updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, each of which is available on MTS’s website at
www.mts.com
or the SEC’s website at
www.sec.gov
. Forward-looking statements speak only as of the date on which statements are made, and MTS undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.
