8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): January 13, 2017

MTS SYSTEMS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MINNESOTA	0-02382	41-0908057
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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. On January 13, 2017, in connection with Dr. Bachrach’s retirement, the Company entered into a consulting agreement (the “Consulting Agreement”) with him pursuant to which Dr. Bachrach will provide certain consulting services to the Company, primarily to assist with the transition to new leadership in the Test segment, from January 14, 2017 through March 31, 2017. Under the Consulting Agreement, the Company guarantees to provide cash payments to Dr. Bachrach at a rate of $10,000 a month for the term of the Consulting Agreement.

The foregoing summary of the Consulting Agreement is subject to, and qualified in its entirety by, the full text of the Consulting 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 Consulting Agreement, dated as of January 13, 2017, by and between MTS Systems Corporation and William E. Bachrach.

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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.

		MTS SYSTEMS CORPORATION
		(Registrant)
Date: January 13, 2017	By:	/s/ Jeffrey P. Oldenkamp
		Jeffrey P. Oldenkamp
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Number	Title	Method of filing
10.1	Consulting Agreement, dated as of January 13, 2017, by and between MTS Systems Corporation and William E. Bachrach		Filed electronically

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into as of the 13th day of January, 2017, by and between MTS Systems Corporation (“MTS”), a Minnesota corporation, and William E. Bachrach (the “Consultant”).

In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

The scope of work will be divided into two categories: “base line tasks” and “special projects.”

Base line tasks include, but are not limited to, serving as an advisor to MTS in the transition of Test leadership from the Consultant to Steve Harrison, President, Vehicles and Structures, and William Becker, President, Materials Test Systems, and other advisory matters as requested by MTS.

Special projects are projects that require dedicated and sustained involvement for a specified period of time and must be pre-approved on a case-by-case basis by MTS’s CEO or CFO. Examples of special projects include, but are not limited to, strategic scenario analysis and assessment.

2. Term

This Agreement will begin on January 14, 2017 and end on March 31, 2017. The Agreement may be terminated or amended at any time and upon such terms as are agreed to, in writing, by the parties.

3. Fees

The monthly retainer for base line tasks will be $10,000 with such amount prorated for any partial month and is guaranteed for the term of this Agreement. It is anticipated that the base line retainer will cover approximately five days of consulting services per month, on average, over the term of the Agreement. The fee for special projects will be $2,000 per day.

Expenses incurred for either base line tasks or special projects must be approved in advance by MTS’s CEO. The Consultant will issue an invoice to MTS monthly, listing the base line task retainer and itemizing any special project fees and/or expenses. The retainer and any fees and expenses will be paid monthly, within fifteen days of receipt of the Consultant’s invoice.

4. Confidentiality

Consultant will not disclose to any other person, without MTS’s prior written consent, any information acquired from or about MTS relating to the subject matter or scope of work covered by this Agreement unless such information becomes publicly known through no fault or act of the Consultant or is received by the Consultant from a third party (other than employees or representatives of MTS) without breach of any agreement by the Consultant or the third party. The obligation of confidentiality shall not apply to information required to be publicly disclosed by judicial order or government requirements, provided that the Consultant gives MTS sufficient notice of any subpoena or request from a government agency, prior to disclosing the requested information, to seek an appropriate protective order.

5. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, excluding its conflict of laws principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first referenced above.

MTS	CONSULTANT
/s/ Jeffrey A. Graves	/s/ William E. Bachrach
MTS Systems	William E. Bachrach
By: Jeffrey A. Graves
President & CEO