S-8

As filed with the Securities and Exchange Commission on June 7, 2016

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

MTS SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Minnesota
(State or Other Jurisdiction of
Incorporation or Organization) 41-0908057
(I.R.S. Employer
Identification No.)

14000 Technology Drive
Eden Prairie, Minnesota
(Address of Principal Executive Offices) 55344
(Zip Code)

MTS Systems Corporation 2011 Stock Incentive Plan

(Full Title of the Plan)

Jeffrey P. Oldenkamp
Senior Vice President and Chief Financial Officer
MTS Systems Corporation
14000 Technology Drive
Eden Prairie, Minnesota 55344

(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service:  (952) 937-4000

Copies to:

W. Morgan Burns

Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large Accelerated Filer x         Accelerated Filer o         Non-accelerated Filer o         Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, $.25 par value	1,500,000 shares	$	47.76	$	71,640,000.00	$	7,214.15

(1)This Registration Statement shall also cover any additional shares of Common Stock that become issuable with respect to the shares of Common Stock registered hereunder for issuance under the 2011 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)Pursuant to Rules 457(c) and 457 (h)(1) of the Securities Act of 1933, and solely for the purpose of determining the registration fee, the per share price is estimated based on the average of the high and low prices for the Registrant’s Common Stock on June 1, 2016 as reported by the Nasdaq Stock Market.

EXPLANATORY NOTE

Pursuant to General Instruction E. of Form S-8 under the Securities Act of 1933, this Registration Statement is filed to register 1,500,000 additional shares of the Common Stock of MTS Systems Corporation, a Minnesota corporation (the “Registrant”), reserved for issuance for all awards granted under the MTS Systems Corporation 2011 Stock Incentive Plan (the “Plan”).

The Registrant previously registered (i) 1,000,000 shares of its Common Stock under the Plan pursuant to a Registration Statement on Form S-8 (No. 333-172137) filed with the Securities and Exchange Commission on February 9, 2011, and (ii) 1,300,000 shares of its Common Stock under the Plan pursuant to a Registration Statement on Form S-8 (No. 333-187287) filed with the Securities and Exchange Commission on March 15, 2013. Such Registration Statements are currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.

PART II

Item 5.Interests of Named Experts and Counsel.

Faegre Baker Daniels LLP has given an opinion on the validity of the shares being registered by this Registration Statement.  Faegre Baker Daniels LLP does not have an interest in the Registrant of the type specified in Item 509 of Regulation S-K.

Item 8.Exhibits.

5.1	Opinion of Faegre Baker Daniels LLP, counsel for the Registrant.
23.1	Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm.
24.1	Power of Attorney.
99.1	MTS Systems Corporation 2011 Stock Incentive Plan, conformed copy including all amendments through February 9, 2016 (incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on December 30, 2015).

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Eden Prairie, state of Minnesota, on June 7, 2016.

MTS SYSTEMS CORPORATION
By:	/s/ Jeffrey P. Oldenkamp
	Jeffrey P. Oldenkamp
	Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jeffrey A. Graves	President and Chief Executive Officer and Director	June 7, 2016
Jeffrey A. Graves
/s/ Jeffrey P. Oldenkamp	Senior Vice President and Chief Financial Officer	June 7, 2016
Jeffrey P. Oldenkamp
*	Non-Executive Chair of the Board	June 7, 2016
David J. Anderson
*	Director	June 7, 2016
David D. Johnson
*	Director	June 7, 2016
Randy J. Martinez
*	Director	June 7, 2016
Barb J. Samardzich
*	Director	June 7, 2016
Michael V. Schrock
*	Director	June 7, 2016
Gail P. Steinel
*	Director	June 7, 2016
Chun Hung (Kenneth) Yu

*By:	/s/ Jeffrey P. Oldenkamp	June 7, 2016
	Jeffrey P. Oldenkamp
	Attorney-in-Fact

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INDEX TO EXHIBITS

No.	Description	Manner of Filing
5.1	Opinion of Faegre Baker Daniels LLP, counsel for the Registrant.	Filed electronically
23.1	Consent of Faegre Baker Daniels LLP.	Included in Exhibit 5.1
23.2	Consent of Independent Registered Public Accounting Firm.	Filed electronically
24.1	Power of Attorney.	Filed electronically
99.1	MTS Systems Corporation 2011 Stock Incentive Plan, conformed copy including all amendments through February 9, 2016 (incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on December 30, 2015).	Incorporated by reference

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EX-5.1

Exhibit 5.1

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Telephone (612) 766-7000

Facsimile (612) 766-1600

June 7, 2016

Board of Directors

MTS Systems Corporation

14000 Technology Drive

Eden Prairie, Minnesota 55344

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to an offering of up to 1,500,000 additional shares of Common Stock, par value $.25 per share (the “Shares”), of MTS Systems Corporation, a Minnesota corporation (the “Company”), to be issued by the Company pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan, as amended (effective January 31, 2016), we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and, based upon such examination and review, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares and that, when issued and sold as contemplated in the Registration Statement, the Shares will be legally and validly issued, fully paid and nonassessable under the current laws of the State of Minnesota.

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
FAEGRE BAKER DANIELS LLP
By:	/s/ W. Morgan Burns
	W. Morgan Burns
	Partner

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
MTS Systems Corporation:

We consent to the use of our reports dated December 2, 2015, with respect to the consolidated balance sheets of MTS Systems Corporation as of October 3, 2015 and September 27, 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows and the related financial statement Schedule II for each of the fiscal years in the three-year period ended October 3, 2015, and the effectiveness of internal control over financial reporting as of October 3, 2015, incorporated by reference herein.

Our report dated December 2, 2015, on the effectiveness of internal control over financial reporting as of October 3, 2015, expresses our opinion that MTS Systems Corporation did not maintain effective internal control over financial reporting as of October 3, 2015, because of the effects of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that material weaknesses related to MTS Systems Corporation’s risk assessment, information and communication, and monitoring components with respect to the revenue process, control activities over identification of deliverables contained in multiple element revenue arrangements, and control activities over timely closure of revenue projects and the release of residual accrued costs have been identified and included in management’s assessment.

/s/ KPMG LLP

Minneapolis, Minnesota
June 7, 2016

EX-24.1

Exhibit 24.1

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ David J. Anderson

David J. Anderson

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ David D. Johnson

David D. Johnson

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ Randy J. Martinez

Randy J. Martinez

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22nd day of May, 2016.

/s/ Barb J. Samardzich

Barb J. Samardzich

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ Michael V. Schrock

Michael V. Schrock

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ Gail P. Steinel

Gail P. Steinel

MTS SYSTEMS CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of MTS Systems Corporation, a Minnesota corporation, does hereby constitute and appoint Jeffrey A. Graves and Jeffrey P. Oldenkamp, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock of said Company to be issued pursuant to the MTS Systems Corporation 2011 Stock Incentive Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 17th day of May, 2016.

/s/ Chun Hung (Kenneth) Yu

Chun Hung (Kenneth) Yu