MTS Systems Corp – ‘POS AMI’ on 6/13/97

As of:  Friday, 6/13/97   ·   Accession #:  897101-97-676   ·   File #:  33-60485

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Post-Effective Amendment                               3±    12K 


 As filed with the Securities and Exchange Commission on June 13, 1997
                                                       Registration No. 33-60485
================================================================================

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                                            41-0908057
(State or other jurisdiction of                              (I.R.S. Employer   
incorporation or organization)                              Identification No.) 

14000 Technology Drive
 Eden Prairie, Minnesota 55344
(612) 937-4000
 (Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)

Donald M. Sullivan
 MTS Systems Corporation
14000 Technology Drive
 Eden Prairie, Minnesota 55344
(612) 937-4000
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:
 Patrick Delaney, Esq.
 Lindquist & Vennum P.L.L.P.
 4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-3211

         Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.            

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following        
box: [ ]                                                                        

  If any of the securities being registered on this Form are being
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 reinvestment plans, check the following box: [X]                       

         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 earliest effective registration        
statement for the same offering: [ ]                                            

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]                                        

          THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE         
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS   
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT  
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(a), MAY DETERMINE.                                                    

================================================================================

        MTS Systems Corporation hereby amends this Registration Statement (No.
33-60485) to terminate the registration. No additional filing fee is required.  

SIGNATURES

         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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in Eden Prairie, Minnesota on June 11, 1997.                        

           MTS SYSTEMS CORPORATION

              By: /s/ Donald M. Sullivan
                                      ------------------------------------------
                                      Donald M. Sullivan, Chairman of the Board,
                                 President and Chief Executive Officer

      Pursuant to the requirements of the Securit es Exchange Act of 1933,
this report has been signed below on June 11, 1997 by the following persons on  
behalf of the Registrant in the capacities indicated.                           

Signature                   Title                     
---------                   -----                     

/s/ Donald M. Sullivan                   Chairman of the Board, President,      
---------------------------------        Chief Executive Officer and Director   
Donald M. Sullivan                       (principal executive officer)          

/s/ Marshall L. Carpenter                Vice President and Chief Financial     
---------------------------------        Officer (principal financial and       
Marshall L. Carpenter                    accounting officer)                    

          Director
---------------------------------                                               
Charles A. Brickman                                                             

          Director
---------------------------------                                               
Thomas E. Holloran                                                              

*                          Director                 
---------------------------------                                               
E. Thomas Binger                                                                

*                          Director                 
---------------------------------                                               
Thomas E. Stelson                                                               

          Director
---------------------------------                                               
Bobby I. Griffin                                                                

*                          Director                 
---------------------------------                                               
Linda Hall Whitman                                                              

*                          Director                 
---------------------------------                                               
Russell Gullotti                                                                

*By: /s/ Marshall L. Carpenter                                                  
----------------------------                                          
Marshall L. Carpenter                                         
Attorney-in-fact                                              

Dates Referenced Herein

This ‘POS AMI’ Filing		Date		Other Filings
Filed on:		6/13/97		None on these Dates
		6/11/97
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