Registration
No. 333-231244
As
filed with the Securities and Exchange Commission on April 7, 2021
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MTS
SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
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41-0908057
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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14000
Technology Drive
Eden Prairie, Minnesota 55344-2290
(952) 937-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian
T. Ross
Executive
Vice President and Chief Financial Officer
MTS
Systems Corporation
14000 Technology Drive
Eden Prairie, Minnesota 55344-2290(952) 937-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Melodie
Rose
Amanda Lorentz
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-3901
Fax: (612) 492-7000
Approximate
date of commencement of proposed sale to the public: Not applicable.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [X]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[ ]
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Emerging
growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
EXPLANATORY
NOTE
TERMINATION OF REGISTRATION
MTS
Systems Corporation, a Minnesota corporation (the “Company”) is filing this Post-Effective Amendment (the “Post-Effective
Amendment”) to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under
that certain Registration Statement on Form S-3 (File No. 333-231244) (the “Registration Statement”) filed
by the Company with the Securities and Exchange Commission on May 6, 2019 to register an indeterminate amount of common stock
(par value $0.25 per share), debt securities, warrants, purchase contracts and units consisting of any combination of these (collectively,
the “Securities”).
On
April 7, 2021 pursuant to an Agreement and Plan of Merger, dated December 8, 2020, by and among the Company, Amphenol Corporation,
a Delaware corporation (“Parent”), and Moon Merger Sub Corporation, a Minnesota corporation and a wholly-owned
subsidiary of Parent (“Sub”), Sub merged with and into the Company, with the Company continuing as the surviving
corporation (the “Merger”).
As
a result of the Merger, the Company has become a wholly-owned subsidiary of Parent and has terminated all offerings of its Securities
pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to
remove from registration, by means of a post-effective amendment, any Securities which remain unissued and unsold at the termination
of the offering, the Company hereby removes from registration all Securities under the Registration Statement which remained unissued
and unsold as of the effective time of the Merger.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota,
on April 7, 2021.
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MTS
SYSTEMS CORPORATION
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By:
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/s/
Brian T. Ross
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Brian
T. Ross
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Executive
Vice President and Chief Financial Officer
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No
other person is required to sign the Post-Effective Amendment in reliance upon Rule 478 of the Securities Act of 1933, as amended.
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