Item 8.01. Other Events.

Litigation Related to the Merger.

As previously disclosed, on December 8, 2020, MTS Systems Corporation, a Minnesota corporation (the "Company"), Amphenol Corporation, a Delaware corporation ("Parent") and Moon Merger Sub Corporation, a Minnesota corporation and wholly-owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger").

Lawsuits relating to the Merger have been filed by purported shareholders of the Company as follows (collectively, the "Lawsuits"): (i) a lawsuit captioned Shiva Stein v. MTS Systems Corporation, et. al., No. 1:21-cv-00139-ARR-RLM, was filed on January 11, 2021 in the United States District Court for the Eastern District of New York (the "Stein Lawsuit"); (ii) a lawsuit captioned Samuel Carlisle v. MTS Systems Corporation, et. al., No 1:21-cv-00589, was filed on January 22, 2021 in the United States District Court for the Southern District of New York (the "Carlisle Lawsuit"); (iii) a lawsuit captioned Anne Roy v. MTS Systems Corporation, et. al., No. 1:21- cv-00388, was filed on January 23, 2021 in the United States District Court for the Eastern District of New York (the "Roy Lawsuit"); (iv) a lawsuit captioned Leo Schumacher v. MTS Systems Corporation, et al., No. 1:21-cv-00094-UNA, was filed on January 27, 2021 in the United States District Court for the District of Delaware (the "Schumacher Lawsuit"); (v) a lawsuit captioned Alain Dulac v. MTS Systems Corporation, et. al., No: 1:21-cv-00926, was filed on February 3, 2021 in the United States District Court for the Southern District of New York (the "Dulac Lawsuit"); (vi) a lawsuit captioned Frank Gallo v. MTS Systems Corporation, et. al., No: 4:21-cv-10301-SFC-RSW, was filed on February 9, 2021 in the United States District Court for the Eastern District of Michigan (the "Gallo Lawsuit"); (vii) a lawsuit captioned Marc Waterman v. MTS Systems Corporation, et al., No. 1:2021cv00184, was filed on February 10, 2021 in the United States District Court for the District of Delaware (the "Waterman Lawsuit") and (viii) a lawsuit captioned Jose Alvarenga v. MTS Systems Corporation, et al., No. 1:21-cv-01454, was filed on February 18, 2021 in the United States District Court for the Southern District of New York (the "Alvarenga Lawsuit").

The Lawsuits allege that the preliminary proxy statement filed on January 8, 2021 (in the case of the Stein Lawsuit, the Carlisle Lawsuit, the Roy Lawsuit and the Schumacher Lawsuit) or the definitive proxy statement filed on January 28, 2021 (in the case of the Dulac Lawsuit, the Gallo Lawsuit, the Waterman Lawsuit and the Alvarenga Lawsuit), relating to the transactions contemplated by the Merger Agreement, omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and certain rules promulgated thereunder. The lawsuits name as defendants the Company and its directors and seek, among other relief, injunctive relief. There can be no assurance regarding the ultimate outcome of these lawsuits.

The Company believes that the claims asserted by the plaintiffs in the Lawsuits are without merit. However, in order to moot the plaintiffs' unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its shareholders, the Company has determined to voluntarily supplement the definitive proxy statement filed on January 28, 2021 (the "Proxy Statement") as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations by the plaintiffs that any additional disclosure was or is required.





Supplemental Disclosures.

The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

The fifth paragraph on page 30 under the header "Background of the Merger" of the Proxy Statement is hereby amended and restated as follows:

In early 2019 and again in early 2020, the Company sought to inquire of an industry participant (which we refer to as "Party A") whether Party A would be interested in exploring a potential strategic transaction. At that time those times, the Company did not receive a response from Party A regarding whether it would be interested in exploring a potential transaction.

The fourth paragraph on page 34 under the header "Background of the Merger" of the Proxy Statement is hereby amended and restated as follows:

On August 28, 2020, an industry participant (which we refer to as "Party H") contacted Brian T. Ross, the Chief Financial Officer of the Company, to express its interest in acquiring one of the Company's business units. The Company engaged in preliminary discussions with Party H, but Party H did not submit a formal proposal to acquire one of the Company's business units.

The fifth paragraph on page 35 under the header "Background of the Merger" of the Proxy Statement is hereby amended and restated as follows:

Also on September 9, 2020, the Board convened a special meeting, with representatives of J.P. Morgan, Evercore, Sidley and the Company's senior management present for a portion of the meeting. The Company's senior management presented the Company's five-year forecast which, after discussion with the Board, the Board approved. The Board directed J.P. Morgan and Evercore to use the five-year forecast to update their preliminary financial analyses and review such updated financial analyses at the next Board meeting. These September projections were used by J.P. Morgan and Evercore for their preliminary financial analyses but were not provided to potential counterparties. Representatives of J.P. Morgan summarized a call between representatives of J.P. Morgan and Party A's financial advisor on September 8, 2020, during which Party A's financial advisor emphasized Party A's willingness to pursue an acquisition of the Company. Mr. Martinez discussed with the Board the inquiry from Party H regarding an acquisition of one of the Company's business units. The Board and the Company's advisors discussed the various proposals received to date and potential responses to each party. The Board determined to continue its discussion at the next Board meeting after review of updated preliminary financial analyses from J.P. Morgan and Evercore. The Board directed Mr. Martinez to contact Party D to request an extension of Party D's deadline for the Company's response to its proposal.

The second paragraph on page 38 under the header "Background of the Merger" of the Proxy Statement is hereby amended and restated as follows:

In October of 2020, consistent with the Board's instructions and discussions with the Company's senior management, representatives of J.P. Morgan and Evercore contacted six strategic parties (including Parent and an industry participant (which we refer to as "Party J") to determine whether they were interested in potentially pursuing a strategic transaction with the Company. Of these six parties, three, including Parent and Party J, entered into confidentiality agreements with the Company. Each of the confidentiality agreements contained a standstill provision which either terminated or permitted the counterparty to make private proposals to the Company if the Company entered into a definitive agreement for a change of control transaction. One of these three parties elected not to explore an acquisition of the Company after signing a confidentiality agreement on October 15, 2020, and did not submit a formal proposal to acquire the Company. The other three strategic parties that representatives of J.P. Morgan and Evercore contacted at the direction of the Board elected not to sign a confidentiality agreement.

The seventh paragraph on page 39 under the header "Background of the Merger" of the Proxy Statement is hereby amended and restated as follows:

On October 17, 2020, representatives of J.P. Morgan and Evercore informed Party G of the bid procedures. As Party G had declined to enter into a confidentiality agreement in connection with the first round of bidding to acquire the Company and was therefore moving forward based on only publicly-available information, Party G received separate bid procedures with a deadline of October 23, 2020 for a preliminary non-binding indication of interest.

The second paragraph on page 59 under the header "Opinions of the Company's Financial Advisors-Opinion of J.P. Morgan Securities LLC" of the Proxy Statement is hereby amended and restated as follows:

None of the selected transactions reviewed was identical to the merger. However, the selected transactions were chosen because, based on J.P. Morgan's professional judgment and experience, certain aspects of the transactions, including industry, date of transaction and because they involved target companies that, for purposes of J. P. Morgan's analysis, may be considered sufficiently similar to the Company based on their operations and businesses, for purposes of J.P. Morgan's analysis, may be considered sufficiently similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transaction differently than they would affect the merger.

The first paragraph on page 60 under the header "Opinions of the Company's Financial Advisors-Opinion of J.P. Morgan Securities LLC" of the Proxy Statement is hereby amended and restated as follows:

The unlevered free cash flows that the Company is expected to generate beginning with fiscal year ended 2021 through the end of fiscal year 2025 were provided to J.P. Morgan in the financial projections prepared by the management of the Company. J.P. Morgan calculated a range of terminal values of the Company by applying perpetual growth rates ranging from 2.0% to 3.0% of the unlevered free cash flow of the Company during the terminal year. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.5% to 11.0%, which was chosen by J.P. Morgan were selected by J. P. Morgan in its professional judgment based upon an analysis of the weighted average cost of capital of the Company, taking into account macro-economic assumptions, estimates of risk and the Company's target capital structure, derived using the capital asset pricing model described above and J.P. Morgan's professional judgment and experience. The present value of unlevered free cash flows and range of terminal values were then adjusted for the Company's net debt of $523 million as of September 30, 2020, and then divided by the number of fully diluted shares of company common stock outstanding at the midpoint, as provided by the Company management (based on approximately 19.3 million basic shares outstanding and adjusted to reflect the impact of dilutive securities calculated in accordance with the treasury stock method), to arrive at a range of implied equity value per share of the Company's common stock, rounded to the nearest $0.25, of $42.00 to $65.00. The range of implied per share equity values for the Company's common stock was compared to the closing share price of the Company of $38.52 on December 8, 2020 and the merger consideration of $58.50 per share.

The second paragraph on page 61 under the header "Opinions of the Company's Financial Advisors-Opinion of J.P. Morgan Securities LLC" of the Proxy Statement is hereby amended and restated as follows:

For services rendered in connection with the merger and the delivery of its opinion, the Company has agreed to pay J.P. Morgan a fee of approximately $18.3 million, of which $4 million was paid upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the Federal securities laws. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had, and continue to have, commercial or investment banking relationships with the Company and the Parent, for which J.P. Morgan and such affiliates have received, or will receive, customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on the Company's revolving credit facility, which closed in November 2019, joint bookrunner on the Company's offering of debt securities, which closed in July 2019, financial advisor to the Company in connection with its strategic planning, joint lead arranger and joint bookrunner on Parent's revolving credit facility, which closed in January 2019, and as joint bookrunner on Parent's offerings of debt securities, which closed in April 2020, September 2019 and January 2019, respectively. In addition, J.P. Morgan's commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company and Parent, for which it receives customary compensation or other financial benefits. During the two year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan (including its commercial banking affiliates) from the Company were approximately $2.4 million and from Parent were approximately $6.1 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Parent. In the ordinary course of their . . .

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits

The following exhibits are being furnished herewith:





Exhibit No.   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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