Item 1.01 Entry into a Material Definitive Agreement.

On August 30, 2012, MTS Systems Corporation (the "Company") entered into a Settlement Agreement (the "Settlement Agreement") with the United States of America, acting through the United States Department of Justice ("DOJ"), settling for $7.75 million, the DOJ's potential claims against the Company for its past disclosures on its government certifications and representations in connection with federal government contracting. The Agreement contains mutual releases relating to the above-described claims.

The terms of the Settlement Agreement are consistent with the Company's disclosure of an agreement in principle with the U.S. Attorney's Office for the District of Minnesota on a Current Report on Form 8-K dated July 31, 2012 and in a press release issued on the same day.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company issued a press release with respect to the forgoing matters which is included as an exhibit to this filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Settlement Agreement between the Company and the United States of America, acting through the DOJ dated August 30, 2012

99.1 Press release issued on August 30, 2012