As
filed
with the Securities and Exchange Commission on January 31, 2006
Registration
No. 333-____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PERCEPTRON,
INC.
(Exact
name of Registrant as Specified in its Charter)
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Michigan
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38-2381442
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|
(State
or Other Jurisdiction
of
|
|
(I.R.S.
Employer Identification
No.)
|
|
Incorporation
or Organization)
|
|
|
47827
Halyard Drive, Plymouth, Michigan 48170
(734)
414-6100
(Address
of Principal Executive Offices) (Zip Code)
Perceptron,
Inc.
2004
Stock Incentive Plan
(Full
Title of the Plan)
David
W.
Geiss, General Counsel and Secretary
Perceptron,
Inc.
47827
Halyard Drive, Plymouth, Michigan 48170
(Name
and Address of Agent for Service)
(734)
414-6100
(Telephone
Number, Including Area Code, of Agent for Service)
CALCULATION
OF REGISTRATION FEE
| |
|
|
|
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Title
of Each Class
of
Securities To Be
Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price Per
Share*
|
Proposed
Maximum
Aggregate
Offering
Price**
|
Amount
of
Registration
Fee
|
|
Common
Stock
$.01
par value
|
600,000
shares**
|
$7.16
|
$4,297,350
|
$459.82
|
|
*
|
Calculated
solely for the purpose of determining the registration fee pursuant
to
Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
amended,
based upon (i) the average exercise price relating to 92,500 outstanding
options granted under the 2004 Stock Incentive Plan for which the
underlying shares of Common Stock have not previously been registered,
which is a weighted average price of $7.01; and (ii) for the remaining
507,500 shares, a price of $7.19 (the average of the high and low
sales
prices of the Common Stock on the Nasdaq National Market on January
30,
2006).
|
|
**
|
The
number of shares may be adjusted to prevent dilution from stock splits,
stock dividends or similar transactions. This Registration Statement
shall
cover any such additional shares in accordance with Rule 416(a) under
the
Securities Act of 1933, as amended.
|
EXPLANATORY
NOTE
The
Registrant has prepared this registration statement (the “Registration
Statement”) in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the “Securities Act”) to register (i) future issuance
of up to 584,784 shares of Common Stock in the event of grants of awards under
the Perceptron, Inc. 2004 Stock Incentive Plan (the “Plan”); and (ii) resales of
15,216 shares of restricted Common Stock that were previously issued to Kenneth
R. Dabrowski, Philip J. DeCocco, W. Richard Marz and Robert S. Oswald (the
“selling shareholders”) under the Plan. Accordingly, this Registration Statement
also includes a reoffer prospectus that has been prepared in accordance with
the
requirements of Part I of Form S-3 and, pursuant to General Instruction C of
Form S-8, may be used for reofferings and resales on a continuous or delayed
basis of 15,216 shares of restricted Common Stock that have been issued to
the
selling shareholders under the Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required by Part I of Form S-8 will be
sent
or given to plan participants as specified by Rule 428(b)(1) of the Securities
Act. Such documents are not required to be and are not filed with the Securities
and Exchange Commission (the “Commission”) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
of
the Securities Act. These documents, and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Under
the
cover of this Form S-8 is a reoffer prospectus prepared in accordance with
the
requirements of Part I of Form S-3. The reoffer prospectus may be used for
reofferings and resales on a continuous or delayed basis of 15,216 shares of
restricted Common Stock that have been issued to the selling shareholders under
the Plan.
REOFFER
PROSPECTUS
-------------------------------------------------------
PERCEPTRON,
INC.
15,216
SHARES OF COMMON STOCK
These
shares of common stock have been issued to certain of our non-employee directors
pursuant to their election to purchase shares of common stock through the
Perceptron, Inc. 2004 Stock Incentive Plan (the “Plan”) in exchange for cash
fees payable to them for serving as a director of the Registrant (“Director
Stock Purchase Rights Option”). We will not receive any of the proceeds from any
such offering.
The
prices at which the selling shareholder may sell the shares will be determined
by the prevailing market price for the shares at the time of sale or through
negotiated transactions with third parties.
The
registration statement of which this prospectus is a part permits the selling
shareholders to sell the shares from time to time in the public market. The
selling shareholders may sell common stock through ordinary broker transactions,
directly to market makers of our shares, directly to third parties, through
underwriters in public offerings, or through other means described in the
section entitled “Plan
of Distribution”
beginning on page 12.
Our
common stock is listed on The Nasdaq National Market under the ticker symbol
“PRCP”. The last reported sale price for our common stock on January 30, 2006
was $7.25 per share. Our executive offices are located at 47827 Halyard Drive,
Plymouth, MI 48170 and our telephone number at this location is (734)
414-6100.
Investing
in our common stock involves risks. See the Section entitled
“Risk
Factors”
beginning on page 4.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this Prospectus is January 31, 2006.
TABLE
OF CONTENTS
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Page |
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Special
Note Regarding Forward-Looking Statements
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1
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Perceptron,
Inc.
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1
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Risk
Factors
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4
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Where
You Can Find More Information
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10
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Use
of Proceeds
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11
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Selling
Shareholders
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11
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Plan
of Distribution
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12
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Legal
Matters
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14
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Experts
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14
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YOU
SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING OFFERED IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENT.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the registration statement of which it forms a part and the
documents incorporated by reference into these documents contain statements
that
we believe are, or may be considered to be, “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in this prospectus
and the registration statement of which it forms a part regarding the prospects
of our industry or our prospects, plans, financial position or business
strategy, may constitute forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of
forward-looking words such as “may,” “will,” “expect,” “intent,” “estimate,”
“foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue,”
or “could” or the negatives of these terms of variations of them or similar
terms. Furthermore, such forward-looking statements may be included in various
filings that we make with the Commission, or press releases or oral statements
made by or with the approval of one of our authorized executive officers.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we cannot assure you that these expectations will
prove to be correct. These forward-looking statements are subject to certain
known and unknown risks and uncertainties, as well as assumptions, that could
cause actual results to differ materially from those reflected in these
forward-looking statements. Factors that might cause actual results to differ
include, but are not limited to, those discussed in the section entitled “Risk
Factors” beginning on page 4 of this prospectus. Readers are cautioned not to
place undue reliance on any forward-looking statements contained herein, which
reflect management’s opinions only as of the date hereof. Except as required by
law, we undertake no obligation to revise or publicly release the results of
any
revision to any forward-looking statements. You are advised, however, to consult
any additional disclosures we make in our reports to the Commission on Forms
10-K, 10-Q and 8-K. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified
in
their entirety by the cautionary statements contained in this
prospectus.
PERCEPTRON,
INC.
Our
Business
We
design, develop, manufacture and market information-based measurement and
inspection solutions for process improvement. Our product offerings are designed
to improve quality, increase productivity and decrease costs in manufacturing
and product development. The solutions offered by us are divided into three
groups: 1) The Automated Systems Group made up of AutoGauge®, AutoFit®,
AutoScan®, AutoSpect® and AutoGuide® products; 2) The Technology Components
Group made up of ScanWorks®, Non-Contact Wheel Alignment and TriCam® sensors for
the forest products industry; and 3) The Value Added Services Group providing
consulting, training and non-warranty support services. We service multiple
markets, with the largest being the automotive industry. Our primary operations
are in North America, Europe and Asia.
Our
current principal products are based upon proprietary three-dimensional image
processing and AutoSolve® feature extraction software algorithms combined with
the TriCam® three-dimensional object imaging technology. TriCam® technology uses
structured laser light triangulation techniques to obtain accurate
three-dimensional measurements. TriCam® systems are used to measure formed parts
for reduction of process variation, to provide robot guidance sensing for
automated assembly tasks and to improve the speed and lower the cost of wheel
alignment in final assembly operations.
Markets
We
service multiple markets, with the largest being the automotive industry. We
have product offerings encompassing virtually the entire automobile
manufacturing process, including product development, manufacturing process
development and implementation, stamping and fabrication, body shop, paint
shop,
trim, chassis and final assembly. We believe there are numerous applications
for
our three-dimensional measurement systems in other industrial and commercial
applications.
Products
and Applications
Automated
Systems
AutoGauge®:
These systems are used in the assembly and fabrication plants of many of the
world’s leading auto manufacturers and their suppliers to contain, correct and
control the quality of body structures. AutoGauge® systems are placed directly
in-line to automatically measure critical dimensional characteristics of
automotive vehicles, sub-assemblies and parts using non-contact, laser-based
sensors.
AutoGauge®
is built on a hardware, software and communications platform called IPNet®. The
IPNet® platform uses Internet technology to disseminate critical manufacturing
and quality information on a real-time basis throughout a plant or enterprise.
IPNet® also communicates to wireless devices such as web phones. Other
advantages of the IPNet® platform include: A Microsoft Windows® based
architecture allowing integration of third party hardware and software, a new
graphics based user interface, and greater flexibility to distribute sensors
throughout the manufacturing process at lower cost.
AutoGauge®
has the ability to provide hybrid systems containing both fixed-mounted sensors
and robot-mounted sensors. This ability provides automotive manufacturers with
the flexibility to measure multiple vehicle styles on a single assembly line
while maintaining their high-speed production rates.
AutoFit®:
These systems are used in automotive assembly plants to contain, correct and
control the fit of exterior body panels. The system automatically measures,
records and displays the gap and flushness of parts most visible to the
automobile consumer such as gaps between front and rear doors, hoods and
fenders, and deck lids and rear quarter panels. The TriCam® sensor has been
enhanced to enable gap and flushness to be measured in several parts of the
manufacturing process: in the body shop during assembly of non-painted vehicles,
and in the final assembly area after the vehicle has been painted. AutoFit® has
the ability to measure vehicles while in motion along the assembly line or
in a
stationary position.
AutoScan®:
These systems provide a fast, non-contact method of gathering data for the
analysis of the surface contour of a part or product. These systems use a robot
mounted Contour Probe® sensor specifically designed to “scan” a part as the
robot moves throughout its path. The AutoScan® system measures and collects the
“point cloud data” required for contour analysis by third party analysis
software. This allows the part’s shape to be automatically scanned and compared
to a computer-generated design.
AutoSpect®:
These in-line, non-contact systems are used in auto assembly plants to monitor
and measure the quality of the vehicle’s paint finish. The system measures and
generates objective, repeatable, reproducible ratings of the painted surface.
AutoSpect® systems are fully automatic and monitor 100% of painted vehicle
production. AutoSpect® measures the key elements of a paint finish most visible
to the consumer: gloss, orange peel, and DORI (distinctness of reflected image).
The AutoSpect® system has been upgraded to the IPNet® platform and shares many
of the same components as the AutoGauge® system.
AutoGuide®:
These robot guidance systems were developed in response to the increasing use
of
robots for flexible, automated assembly applications. These systems utilize
our
sensors and measurement technology to improve the accuracy of robotic assembly
operations. AutoGuide® systems calculate the difference between theoretical and
actual relationships of a robot and the part being assembled and send
compensation data, in six axes, to the robot. Robotic applications supported
by
AutoGuide® include windshield insertion, roof loading, seat loading, hinge
mounting, door attachment and sealant applications.
Technology
Components
ScanWorks®:
We provide ScanWorks® products to a variety of markets through third party
original equipment manufacturers (“OEMs”), system integrators and value-added
resellers (“VARs”). These products target the digitizing, reverse engineering,
and inspection markets.
ScanWorks®
is a hardware/software component set that allows customers to add digitizing
capabilities to their machines or systems. The use of the ScanWorks® software
and the Contour Probe® sensor enables users to collect, display, manipulate and
export large sets of “point cloud data” from portable coordinate measuring
machines (“CMMs”).
ToolKit
is a software solution enabler used by CMM manufacturers, system integrators
and
application software developers. It enables the integration of our laser-based
scanning technology into their proprietary systems.
Non-Contact
Wheel Alignment Components (“NCA”): NCA components include WheelWorks® software
and sensors based upon the TriCam® design. These technology components offer a
fast, accurate, non-contact method of aligning wheels during the automotive
assembly process. We supply NCA components to multiple wheel alignment machine
OEMs in Europe, Asia and North America.
Forest
Products: Under the terms of a Sensor Supply and Manufacturing License Agreement
between us and U.S. Natural Resources, Inc., (“USNR”), (“Sensor Supply
Agreement”), we continue to manufacture and supply TriCam® sensors to USNR for
use in various optimizing applications.
Value
Added Services
We
provide additional services including: training, field service, launch support
services, consulting services, maintenance agreements, repairs, upgrades, spare
part sales and software tools.
Shares
Issued Under the 2004 Plan
On
March
1, June 1, September 1 and December 1, 2005, the selling shareholders became
entitled to receive a total of 3,940, 4,540, 3,988, and 2,748 shares of our
common stock, respectively, pursuant to the Directors Stock Purchase Rights
Option under the Plan. The Plan permits non-employee directors to purchase
shares of our common stock through the Plan in exchange for all or a portion
of
the cash fees payable to them for serving as directors of Perceptron. The
transactions by us with the selling shareholders did not involve a public
offering and are exempt under Section 4(2) of the Act and Rules 505 and 506
promulgated thereunder.
Our
Corporate Information
We
were
incorporated in Michigan in 1981 and our executive offices are located at 47827
Halyard Drive, Plymouth, MI 48170, our telephone number at this location is
(734) 414-6100, and our website can be accessed at www.perceptron.com.
Information contained in our website does not constitute part of this
prospectus. We also have operations in Munich, Germany; Voisins le Bretonneux,
France; Vitoria, Spain; Sao Paulo, Brazil, Tokyo, Japan and
Singapore.
Reference
to “Perceptron”, “We”, “Us”, and “Our” in this Prospectus refer to Perceptron,
Inc., unless the context requires otherwise.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors, together with all of the other
information included or incorporated by reference in this prospectus, before
you
decide whether to purchase our common stock. If any of the following risks
occur, our business, financial condition and results of operations could be
materially adversely affected. In such case, the trading price of our common
stock could decline, and you may lose all or part of your
investment.
Our
revenues are principally derived from the sale of products for use in the global
automotive market, particularly by manufacturers based in the United States
and
Western Europe. These manufacturers have experienced periodic downturns in
their
businesses that could adversely affect their level of purchases of our
products.
Our
revenues are principally derived from the sale of products for use in the
automotive industry, particularly to manufacturers based in the United States
and Western Europe. As a result, our ability to sell our systems and solutions
to automotive manufacturers and suppliers is affected by periodic downturns
in
the global automotive industry.
New
vehicle tooling programs are the most important selling opportunity for our
automotive related sales. The number and timing of new vehicle tooling programs
can be influenced by a number of economic factors. Our customers only launch
a
limited number of new car programs in any given year because of the time and
financial resources required. From a macro perspective we continue to assess
the
global economy and its likely effect on our automotive customers and markets
served. We continue to view the automotive industry’s focus on introducing new
vehicles more frequently to satisfy their customers’ changing requirements, as
well as their continuing focus on improved quality, as positive indicators
for
new business. However, because of the current economic downturn being
experienced by our principal United States based customers, those customers
could determine to reduce their number of new car programs. An economic downturn
in Western Europe could have a similar impact on our principal customers in
that
region.
Our
future success is dependent upon our ability to implement our long-term growth
strategy.
We
realize that we are vulnerable to fluctuations in the global automotive
industry. Our future success is dependent upon our ability to implement our
long-term strategy to expand our customer base in our automotive markets and
to
expand into new markets. Currently, we are focusing on the successful
introduction of our two newly released Automated Systems products, AutoFit® and
AutoScan®, which are designed to expand our product offerings in our worldwide
automotive markets, and the continued development of enhanced versions of our
ScanWorks® product line for sale within and outside the automotive markets. We
have also initiated plans to achieve sales growth in largely untapped geographic
sales areas, including emerging automotive markets in Asia and Eastern Europe
and the expansion of our business with current customers in Japan. We also
continue to explore opportunities for expansion into non-automotive markets.
However, there are a number of uncertainties involved in our long-term strategy
over which we have no or limited control, including:
•
The
quality and cost of competitive products already in existence or developed
in
the future.
•
The
level
of interest existing and potential new customers may have in our existing and
new products and technologies.
•
Our
ability to resolve technical issues inherent in the development of new products
and technologies.
•
Our
ability to identify and satisfy market needs.
•
Our
ability to identify satisfactory distribution networks.
•
General
product development and commercialization difficulties.
•
Rapid
or
unexpected technological changes.
•
General
product demand and market acceptance risks.
•
Our
ability to successfully compete with alternative and similar
technologies.
•
Our
ability to attract the appropriate personnel to effectively represent, install
and service our products.
•
The
effect of economic conditions.
There
can
be no assurance that we will be able to expand our customer base and markets
or
successfully execute our strategies.
Our
revenues are derived from a small number of customers concentrated in the
automotive industry, so that the loss of any one of these customers could result
in a reduction in our revenues and profits.
We
sell a
majority of our systems and solutions to a small number of customers that
consist primarily of automotive manufacturers and suppliers.
With
such
a large percentage of our revenues coming from such a small and highly
concentrated group of customers, we are susceptible to a substantial risk of
losing revenues if these customers stop purchasing our products or reduce their
purchases of our products. In addition, we have no control over whether these
customers will continue to purchase our systems and solutions in volumes or
at
prices sufficient to generate profits for us.
Our
future commercial success depends upon our ability to maintain a competitive
technological position in our markets, which are characterized by continual
technological change.
Technology
plays a key role in the systems and solutions that we produce. Our ability
to
sell our products to customers is directly influenced by the technology used
in
our systems and solutions. With the rapid pace at which technology is changing,
there is a possibility that our customers may require more technologically
advanced systems and solutions than what we may be capable of producing.
Technological
developments could render actual and proposed products or technologies of ours
uneconomical or obsolete.
There
also is a possibility that we may not be able to keep pace with our competitors’
products. In that case, our competitors may make technological improvements
to
their products that make them more desirable than our products.
Due
to
the evolving shift in focus from automotive end-of-line gauging to solutions
that service process centers factory-wide, Perceptron expects that sales of
our
AutoGauge® systems, designed for end-of-line gauging, will slow. Perceptron’s
near-term focus for growth has been on the successful introduction of our two
newly released automated systems products, AutoFit® and AutoScan®, which are
designed to expand our product offerings in our worldwide automotive markets,
and the continued development of enhanced versions of our ScanWorks® product
line.
Our
growth and future financial performance depend upon our ability to introduce
new
products and enhance existing products that include the latest technological
advances and customer requirements. We may not be able to introduce new products
successfully or achieve market acceptance for such products. Any failure by
us
to anticipate or respond adequately to changes in technology and customer
preferences, or any significant delays in product development or introduction,
could have a material adverse effect on our business. Accordingly, we believe
that our future commercial success will depend upon our ability to develop
and
introduce new cost-effective products and maintain a competitive technological
position.
We
are dependent on proprietary technology. If our competitors develop competing
products that do not violate our intellectual property rights or successfully
challenge those rights, our revenues and profits will be adversely affected.
Our
products contain features that are protected by patents, trademarks, trade
secrets, copyrights, and contractual rights.
Despite
these protections, there is still a chance that competitors may use these
protected features in their products as a result of our inability to keep our
trade secrets confidential, or in violation of our intellectual property rights
or following a successful challenge to those rights. The prosecution of
infringement claims against third parties and the defense of legal actions
challenging our intellectual property rights could be costly and require
significant attention from management. Because of the small size of our
management team, this could result in the diversion of management’s attention
from day-to-day operations.
There
also is a chance that competitors may develop technology that performs the
same
functions as our products without infringing upon our exclusive rights. It
is
possible that competitors may “reverse engineer” those features of our products
that are not protected by patents, trademarks and trade secrets. If a competitor
is able to “reverse engineer” an unprotected feature successfully, the
competitor may gain an understanding of how the feature works and introduce
similar products to compete with our products.
We
could become involved in costly litigation alleging patent
infringement.
We
have
been informed that certain of our customers have received allegations of
possible patent infringement involving processes and methods used in our
products. Certain of these customers, including one customer who was a party
to
a patent infringement suit relating to this matter, have settled such claims.
We
believe that the processes used in our products were independently developed
without utilizing any previous patented process or technology. Because of the
uncertainty surrounding the nature of any possible infringement and the validity
of any such claim or any possible customer claim for indemnity relaying to
claims against our customers, it is not possible to estimate the ultimate
effect, if any, of this matter on our financial position.
The
defense of patent infringement litigation could be costly and require
significant attention from management. Because of the small size of our
management team, this could result in the diversion of management’s attention
from day-to-day operations.
A
number of new competitors have recently entered our markets, or are developing
products to compete with our products, which could result in a reduction in
our
revenues through lost sales or a reduction in prices.
We
are
aware of a number of companies that have recently entered a number of our
markets selling products using similar or alternative technologies and methods.
We believe that there may be other companies, some of whom may be substantially
larger and have substantially greater resources than us, which may be engaged
in
the development of technology and products for some of our markets that could
prove to be competitive with ours. We believe that the principal competitive
factor in our markets is the total capability that a product offers as a process
control system. In some markets, price and value added are the principal
competitive factors. While we believe that our products compete favorably,
it is
possible that these new competitors could capture some of our sales
opportunities or force us to reduce prices in order to complete the sale.
We
believe that certain existing and potential customers may be capable of
internally developing their own technology. This could cause a decline in sales
of our products to those customers.
We
may not be able to complete business opportunities and acquisitions and our
profits could be negatively affected if we do not successfully operate those
that we do complete.
We
will
evaluate from time to time business opportunities that fit our strategic plans.
There can be no assurance that we will identify any opportunities that fit
our
strategic plans or will be able to enter into agreements with identified
business opportunities on terms acceptable to us.
There
is
also no assurance that we will be able to effectively integrate businesses
that
we may acquire due to the significant challenges in consolidating functions
and
integrating procedures, personnel, product lines, technologies and operations
in
a timely and efficient manner. The integration process may require significant
attention from management and devotion of resources. Because of the small size
of our management team, this could result in the diversion of management’s
attention from day to day operations and impair our relationships with current
employees and customers.
We
intend
to finance any such business opportunities from available cash on hand, existing
credit facilities, issuance of additional stock or additional sources of
financing, as circumstances warrant. The issuance of additional equity
securities could be substantially dilutive to our stockholders. In addition,
our
profitability may suffer because of acquisition-related costs, debt service
requirements or amortization costs for acquired intangible assets. If we are
not
successful in generating additional profits from these transactions, this
dilution and these additional costs could cause our common stock price to
drop.
We
are expanding our foreign operations, increasing the possibility that our
business could be adversely affected by risks of doing business in foreign
countries.
We
have
significant operations outside of the United States and are currently
implementing a strategy to expand our operations outside of the United States,
especially in Eastern Europe and Asia.
Our
foreign operations are subject to risks customarily encountered in such foreign
operations. For instance, we may encounter fluctuations in foreign currency
exchange rates, differences in the level of protection available for our
intellectual property and the impact of differences in language and local
business and social customs on our ability to market and sell our products
in
these markets. In addition, we may be affected by U.S. laws and policies that
impact foreign trade and investment. Finally, we may be adversely affected
by
laws and policies imposed by foreign governments in the countries where we
have
business operations or sell our products. These laws and policies vary from
jurisdiction to jurisdiction.
Because
of our significant foreign operations, our revenues and profits can vary
significantly as a result of fluctuations in the value of the United States
dollar against foreign currencies.
Products
that we sell in foreign markets are sometimes priced in currency of the country
where the customer is located. To the extent that the dollar fluctuates against
these foreign currencies, the prices of our products in U.S. dollars also will
fluctuate. As a result, our return on the sale of our products may vary based
on
these fluctuations. We may use, from time to time, a limited hedging program
to
minimize the impact of foreign currency fluctuations. These transactions involve
the use of forward contracts, typically mature within one year and are designed
to hedge anticipated foreign currency transactions. We may use forward exchange
contracts to hedge the net assets of certain of our foreign subsidiaries to
offset the translation and economic exposures related to our investment in
these
subsidiaries. There is no guarantee that these hedging transactions will protect
against the fluctuations in the value of the dollar.
Because
a large portion of our revenues are generated from a limited number of sizeable
orders, our revenues and profits may vary widely from quarter to quarter and
year to year.
A
large
portion of our revenues are generated from a limited number of sizeable orders
that are placed by a small number of customers. If the timing of these orders
is
delayed from one quarter to the next, or from one year to the next, we may
experience fluctuations in our quarterly and annual revenues and operating
results.
The
amount of revenues that we earn in any given quarter may vary based in part
on
the timing of new vehicle programs in the global automotive industry. In
contrast, many of our operating expenses are fixed and will not vary from
quarter to quarter. As a result, our operating results may vary significantly
from quarter to quarter and from year to year.
The
trading price of our stock has been volatile.
The
following factors may affect the market price of our common stock, which can
vary widely over time:
•
announcements
of new commercial products by us;
•
announcements
of new commercial products by our competitors;
•
variations
in our operating results;
•
market
conditions in the electronic and sensing industry;
•
market
conditions and stock prices in general; and
•
the
volume of our common stock traded.
Because
of the limited trading in our common stock, it may be difficult for shareholders
to dispose of a large number of shares of our common stock in a short period
of
time or at then current prices.
Because
of the limited number of shares of our common stock outstanding and the limited
number of holders of our common stock, only a limited number of shares of our
common stock trade on a daily basis. This limited trading in our common stock
makes it difficult to dispose of a large number of shares in a short period
of
time. In addition, it is likely that the sale by a shareholder of a large number
of shares of our common stock over an extended period would depress the price
of
our common stock.
We
do not plan on paying dividends and are restricted under our loan agreement
from
paying dividends.
Our
Board
of Directors does not intend to declare or pay cash dividends on our common
stock. Instead, the Board intends to retain future earnings to finance the
development of our business. Furthermore, cash dividends are not permitted
under
our bank credit agreement.
As
permitted under Michigan law, our directors are not liable to Perceptron for
monetary damages resulting from their actions or
inactions.
Under
our
articles of incorporation, as permitted under the Michigan Business Corporation
Act, members of our Board of Directors are not liable for monetary damages
for
any negligent or grossly negligent action that the director takes, or for any
negligent or grossly negligent failure of a director to take any action.
However, a director will remain liable for:
| |
•
|
intentionally
inflicting harm on Perceptron or its
shareholders;
|
| |
•
|
distributions
that the director makes in violation of the Michigan Business Corporation
Act; and
|
| |
•
|
intentional
criminal acts that the director
commits.
|
However,
we or our shareholders may seek an injunction, or other appropriate equitable
relief, against a director. Finally, liability may be imposed against members
of
the Board of Directors under the federal securities laws.
We
are required to indemnify our officers and directors if they are involved in
litigation as a result of their serving as officers or directors of Perceptron,
which could reduce our profits and cash available to operate our
business.
Our
by-laws require us to indemnify our officers and directors. We may be required
to pay judgments, fines, and expenses incurred by an officer or director,
including reasonable attorneys’ fees, as a result of actions or proceedings in
which such officers or directors are involved by reason of being or having
been
an officer or director of Perceptron. Funds paid in satisfaction of judgments,
fines and expenses would reduce our profits and may be funds we need for the
operation of our business and the development of products. This could cause
our
stock price to drop.
Our
profits will be reduced as a result of our compliance with new Commission rules
relating to our internal controls over financial
reporting.
Beginning
with our annual report on Form 10-K for the fiscal year ending June 30, 2008,
we
will be required by Commission rules to include a report of management on
Perceptron’s internal control over financial reporting in our annual reports. In
addition, the independent registered public accounting firm auditing our
financial statements will be required to provide an attestation report on
management’s assessment of our internal controls.
We
will
expend significant resources in developing the necessary documentation and
testing procedures required by these new rules, which could adversely affect
our
profitability.
If
management is not able to provide a positive report on our internal controls
over financial reporting, and our independent registered public accounting
firm
is not able to provide a positive attestation on management’s report,
shareholders and others may lose confidence in our financial statements, which
could cause our stock price to drop.
Because
of our relatively small size, we have a limited number of personnel in our
finance department to handle their existing responsibilities, as well as
compliance with the Commission’s new rules relating to our internal controls
over financial reporting.
Accordingly,
there can be no positive assurance that management will provide a positive
report on our internal controls or that we will receive a positive attestation
on that report from our independent registered public accounting firm. In the
event we identify significant deficiencies or material weaknesses in our
internal controls that we cannot remediate in a timely manner or we are unable
to receive a positive attestation from our independent auditors with respect
to
our internal controls, investors and others may lose confidence in the
reliability of our financial statements. This could cause our stock price to
drop.
If
the subcontractors we rely on for component parts delayed deliveries or failed
to deliver parts meeting our requirements, we would not be able to deliver
products to our customers in a timely fashion and our revenues and profits
would
be reduced.
We
rely
on subcontractors for certain components of our products, including outside
subcontracting assembly houses to produce the circuit boards that we use in
our
products. As a result, we have limited control over the quality and the delivery
schedules of components purchased from third parties. In addition, we purchase
a
number of component parts from single source suppliers. If our supplies of
component parts meeting our requirements are significantly delayed or
interrupted, we would not be able to deliver products to our customers in a
timely fashion. This would result in a reduction in revenues and profits for
these periods. It is also possible, if our delay in delivering products to
our
customer is too long, the customer will cancel its order, resulting in a
permanent loss of revenue and profit from that sale. From time to time, we
have
experienced significant delays in the receipt of certain components, most
recently for our ScanWorks® systems.
Finally,
although we believe that alternative suppliers are available, difficulties
or
delays may arise if we shift manufacturing capacity to new
suppliers.
The
Board of Directors has the right to issue up to 1,000,000 shares of preferred
stock without further action by shareholders. The issuance of those shares
could
cause the market price of our common stock to drop significantly and could
be
used to prevent or frustrate shareholders’ attempts to replace or remove current
management.
Although
no preferred stock currently is outstanding, we are authorized to issue up
to
1,000,000 shares of preferred stock. Preferred stock may be issued in one or
more series, the terms of which may be determined at the time of issuance by
the
Board of Directors, without further action by shareholders, and may include
voting rights (including the right to vote as a series on particular matters),
the dividends payable thereon, liquidation payments, preferences as to dividends
and liquidation, conversion rights and redemption rights. In the event that
preferred stock is issued, the rights of the common stockholders may be
adversely affected. This could result in a reduction in the value of our common
stock.
The
preferred stock could be issued to discourage, delay or prevent a change in
control of Perceptron. This may be beneficial to our management or Board of
Directors in a hostile tender offer or other takeover attempt and may have
an
adverse impact on shareholders who may want to participate in the tender offer
or who favor the takeover attempt.
Our
common stock rights plan could be used to prevent or frustrate hostile tender
offers.
We
maintain a common stock rights plan. Under the plan, if any person acquires
15%
or more our outstanding common stock, our shareholders, other than the acquirer,
will have the right to purchase shares of our common stock at half their market
price. The common stock rights plan discourages potential acquirers from
initiating tender offers for our common stock without the approval of the Board
of Directors. This may be beneficial to Perceptron’s management or Board of
Directors in a hostile tender offer or other takeover attempt and may have
an
adverse impact on shareholders who may want to participate in the tender offer
or who favor the takeover attempt.
WHERE
YOU CAN FIND MORE INFORMATION
The
Commission allows us to “incorporate by reference” into this prospectus the
information we file with the Commission. This means that we are disclosing
important information to you by referring to other documents. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus. Information that we may file later with the Commission under the
Exchange Act will automatically update information in this prospectus. In all
cases, you should rely on the later information over different information
included in this prospectus. We incorporate by reference the documents listed
below and any future filings with the Commission under Section 13(a), 13(c),
14
or 15(d) of the Exchange Act until this offering is completed:
| |
•
|
Annual
Report on Form 10-K for the year ended June 30, 2005, as filed with
the
Commission on September 28, 2005;
|
| |
•
|
Proxy
Statement for the Annual Meeting of Shareholders held on December
5, 2005,
as filed with the Commission on October 27,
2005;
|
| |
•
|
Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005, filed
with
the Commission on November 14,
2005;
|
| |
•
|
Current
Report on Form 8-K filed with the Commission on November 8,
2005;
|
| |
•
|
Current
Report on Form 8-K filed with the Commission on November 21,
2005;
|
| |
•
|
Current
Report on Form 8-K filed with the Commission on December 27,
2005;
|
| |
•
|
The
description of our common stock contained in the Prospectus forming
a part
of the Company’s Registration Statement on Form S-1, No. 33-47643)
(incorporated by reference into the Company’s Registration Statement on
Form 8-A filed under the Securities Exchange Act of 1934 on May 5,
1992),
including any amendment or report filed for the purposes of updating
such
description; and
|
| |
•
|
The
description of the Company’s rights to purchase Series A Preferred Stock
contained in the Company’s Registration Statement on Form 8-A (No.
000-20206) filed under the Securities Exchange Act of 1934 on March
30,
1998, including any amendment or report filed for the purposes of
updating
such description
|
The
documents incorporated by reference into this prospectus are available from
us
upon request. We will provide a copy of any and all of the information that
is
incorporated by reference into this prospectus, without charge, upon written
or
oral request. If you would like to obtain this information from us, please
direct your request, either in writing or by telephone, to:
Perceptron,
Inc.
47827
Halyard Drive
Plymouth,
Michigan 48170
(734)
414-6100
Attn:
Investor Relations
We
file
reports, proxy statements and other information with the Commission. Copies
of
our reports, proxy statements and other information may be inspected or copied
at the public reference room maintained by the Commission at 100 F Street,
N.E.
, Washington, D.C. 20549.
Copies
of
these materials can also be obtained by mail at prescribed rates from the Public
Reference Room of the Commission, 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains an internet
site that contains reports, proxy and information statements and other
information regarding us and other issuers that file electronically with the
Commission. The address of the Commission internet site is www.sec.gov.
This
information is also available on Perceptron’s website at www.perceptron.com.
Reports,
proxy statements and other information regarding us may also be inspected
at:
The
National Association of Securities Dealers
1735
K
Street, N.W.
Washington,
D.C. 20006
We
have
filed a registration statement under the Securities Act with the Commission
with
respect to the shares to be sold hereunder. This prospectus has been filed
as
part of the registration statement. This prospectus does not contain all of
the
information set forth in the registration statement because certain parts of
the
registration statement are omitted in accordance with the rules and regulations
of the Commission. The registration statement is available for inspection and
copying as set forth above.
USE
OF PROCEEDS
We
will
not receive any proceeds from the sale of our common stock pursuant to this
prospectus. All proceeds from the sale of our common stock pursuant to this
prospectus will be made for the accounts of the selling shareholders, as
described below.
SELLING
SHAREHOLDERS
This
prospectus relates to shares of our common stock that have been issued to
certain of our non-employee Directors pursuant to their election to purchase
shares of common stock through the Perceptron, Inc. 2004 Stock Incentive Plan
(the “Plan”) in exchange for all or a portion of the cash fees payable to them
for serving as a director of the Registrant (“Director Stock Purchase Rights
Option”). This prospectus may also be used by the selling shareholders’ donees,
pledgees, transferees or other successors in interest.
The
following table sets forth information with respect to the selling shareholders
including:
| |
• |
name
and position of the selling shareholders |
| |
•
|
the
number of shares of our common stock beneficially owned by each
selling
shareholder as of January 30,
2006
|
| |
•
|
the
number of shares which may be offered pursuant to this prospectus
for the
account of each selling shareholder;
and
|
| |
•
|
the
amount of shares to be owned by each selling shareholder assuming
all of
the shares offered pursuant to this prospectus are
sold.
|
|
Selling
Shareholder and
Relationship
to Perceptron
|
Number
of Shares of Common Stock
Beneficially
Owned(1)
|
Number
of Shares
of
Common Stock
Which
may be Offered(2)
|
Number
of Shares of Common Stock to be
Owned
After Offering(3)
|
|
Kenneth
R. Dabrowski
Director
|
74,838(4)
|
3,804
|
71,034
|
|
Philip
J. DeCocco
Director
|
54,729(5)
|
3,804
|
50,925
|
|
W.
Richard Marz
Director
|
50,270(6)
|
3,804
|
46,466
|
|
Robert
S. Oswald
Director
|
69,376(7)
|
3,804
|
65,572
|
|
______________________________
|
(1)
Includes shares that the selling shareholders have the right to acquire
beneficial ownership of within 60 days of January 30, 2006 through the exercise
of stock options granted under the Directors Stock Option Plan.
(2)
Consists of shares of restricted common stock issued under the Plan pursuant
to
the selling shareholders election to purchase shares of common stock through
the
Plan in exchange for all or a portion of the cash fees payable to them for
serving as a director of Perceptron.
(3)
None
of the selling shareholders will own 1% or more of our outstanding shares of
common stock after completion of the offering.
(4)
Includes 27,000 shares of common stock issuable upon the exercise of options
pursuant to the Directors Stock Option Plan within 60 days of January 30,
2006.
(5)
Includes 23,500 shares of common stock issuable upon the exercise of options
pursuant to the Directors Stock Option Plan within 60 days of January 30,
2006.
(6)
Includes 24,000 shares of common stock issuable upon the exercise of options
pursuant to the Directors Stock Option Plan within 60 days of January 30,
2006.
(7)
Includes 13,500 shares of common stock issuable upon the exercise of options
pursuant to the Directors Stock Option Plan within 60 days of January 30,
2006.
Pursuant
to Rule 416 under the Securities Act, the registration statement of which
prospectus is a part also covers any additional shares of our common stock
which
become issuable in connection with the shares identified in the table above
through any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration, which results in
an
increase in the number of outstanding shares of our common stock.
As
of
January 27, 2006, there were 8,473,544 shares of our common stock issued and
outstanding.
PLAN
OF DISTRIBUTION
As
used
in this prospectus, “selling shareholders” includes the selling shareholders
named above and their donees, pledgees, transferees or other successors in
interest selling shares received from named selling shareholders as a gift,
partnership distribution or other non-sale-related transfer after the date
of
this prospectus. We have been advised that the selling shareholders may effect
sales of the shares of our common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that the shares of our common stock
may be sold by one or a combination of several of the following
methods:
| |
•
|
one
or more block transactions, in which the broker or dealer so engaged
will
attempt to sell the shares of common stock as agent but may position
and
resell a portion of the block as principal to facilitate the transaction,
or in crosses, in which the same broker acts as an agent on both
sides of
the trade;
|
| |
•
|
purchases
by a broker-dealer or market maker, as principal, and resale by the
broker-dealer for its account;
|
| |
•
|
ordinary
brokerage transactions or transactions in which a broker solicits
purchases;
|
| |
•
|
on
the Nasdaq National Market or on any other national securities exchange
or
quotation service on which our common stock may be listed or quoted
at the
time of the sale;
|
| |
•
|
in
the over-the-counter market;
|
| |
•
|
through
the writing of options, whether the options are listed on an options
exchange or otherwise;
|
| |
•
|
through
distributions to creditors of the selling shareholders;
or
|
| |
•
|
any
combination of the foregoing, or any other available means allowable
under
applicable law.
|
We
will
bear all costs, expenses and fees in connection with the registration and sale
of the common stock covered by this prospectus, other than underwriting
discounts and selling commissions. We will not receive any proceeds from the
sale of the shares of our common stock covered hereby. The selling shareholders
will bear all commissions and discounts, if any, attributable to sales of the
shares. The selling shareholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities
Act.
The
selling shareholders may sell the shares covered by this prospectus from time
to
time, and may also decide not to sell all or any of the shares they are allowed
to sell under this prospectus. The selling shareholders will act independently
of us in making decisions regarding the timing, manner and size of the each
sale. The selling shareholders may effect sales by selling the shares directly
to purchasers in individually negotiated transactions, or to or through
broker-dealers, which may act as agents or principals. The selling shareholders
may sell their shares at fixed prices, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale, or at privately negotiated prices.
Additionally,
the selling shareholders may engage in hedging transactions with broker-dealers
in connection with the distributions of shares or otherwise. In those
transactions, broker-dealers may engage in short sales of shares in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders also may sell shares short and redeliver shares to close out such
short positions. The selling shareholders may also enter into option or other
transactions with broker-dealers which require the delivery of shares to the
broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling shareholders also may loan
or
pledge shares to a broker-dealer. The broker-dealer may sell the shares so
loaned or pledged pursuant to this prospectus.
The
selling shareholders may enter into derivate transactions with third parties,
or
sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates,
in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including short
sale transactions. If so, the third party may use securities pledged by the
selling shareholders or borrowed from the selling shareholders or others to
settle those sales or to close out any related open borrowings of stock, and
may
use securities received from the selling shareholders in settlement of those
derivatives to close out any related open borrowings of stock. The third party
in such sale transactions will be an underwriter and, if not identified in
this
prospectus, will be identified in the applicable prospectus supplement (or
a
post-effective amendment).
Broker-dealers
or agents may receive compensation in the form of commissions, discounts or
concessions from selling shareholders. Broker-dealers or agents may also receive
compensation from the purchasers of shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular
broker-dealer might be in excess of customary commissions and will be in amounts
to be negotiated in connection with transactions involving shares. In effecting
sales, broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in the resales.
In
connection with sales of our common stock covered hereby, the selling
shareholders and any broker-dealers or agents and any other participating
broker-dealers who execute sales for the selling shareholders may be deemed
to
be “underwriters” within the meaning of the Securities Act. Accordingly, any
profits realized by the selling shareholders and any compensation earned by
such
broker-dealers or agents may be deemed to be underwriting discounts and
commissions. Because selling shareholders may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of that
act. We will make copies of this prospectus (as it may be amended or
supplemented from time to time) available to the selling shareholders for the
purpose of satisfying the prospectus delivery requirements. In addition, any
shares of a selling Shareholder covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold in open market
transactions under Rule 144 rather than pursuant to this
prospectus.
The
selling shareholders will be subject to applicable provisions of Regulation
M of
the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and
regulations thereunder, which provisions may limit the timing of the purchases
and sales of any of the shares of our common stock by the selling shareholders.
These restrictions may affect the marketability of such shares.
In
order
to comply with applicable securities laws of some states, the shares may be
sold
in those jurisdictions only through registered or licensed brokers or dealers.
In addition, in certain states the shares may not be sold unless they have
been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirements is available.
To
the
extent necessary, we may amend or supplement this prospectus from time to time
to describe a specific plan of distribution. We will file a supplement to this
prospectus, if required, upon being notified by a Selling Shareholder that
any
material arrangement has been entered into with a broker-dealer for the sale
of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. The supplement
will
disclose the name of each such Selling Shareholder and of the participating
broker-dealer(s); the number of shares involved; the price at which such shares
were sold; the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; that such broker-dealer(s) did not conduct
any investigation to verify the information contained in or incorporated by
reference in this prospectus; and any other facts material to the
transaction.
LEGAL
MATTERS
The
validity of the issuance of shares of the common stock offered by this
Prospectus will be passed upon for us by David W. Geiss, our General Counsel
and
Secretary.
EXPERTS
The
consolidated financial statements of Perceptron, Inc. appearing in our Annual
Report on Form 10-K for the year ended June 30, 2005 have been audited by Grant
Thornton LLP, independent registered public accounting firm, as set forth in
their report thereon included therein and incorporated by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents previously filed by the Company with the Commission are
incorporated in this Registration Statement by reference:
| |
(a)
|
The
Company’s Annual Report on Form 10-K for the year ended June 30, 2005, as
filed with the Commission on September 28,
2005;
|
| |
(b)
|
The
Company’s Proxy Statement for the Annual Meeting of Shareholders held on
December 5, 2005, as filed with the Commission on October 27,
2005;
|
| |
(c)
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2005, filed with the Commission on November 14,
2005;
|
| |
(d)
|
The
Company’s Current Report on Form 8-K filed with the Commission on November
8, 2005;
|
| |
(e)
|
The
Company’s Current Report on Form 8-K filed with the Commission on November
21, 2005;
|
| |
(f)
|
The
Company’s Current Report on Form 8-K filed with the Commission on December
27, 2005;
|
| |
(g)
|
The
description of the Company’s Common Stock contained in the Prospectus
forming a part of the Company’s Registration Statement on Form S-1, No.
33-47643) (incorporated by reference into the Company’s Registration
Statement on Form 8-A filed under the Securities Exchange Act of
1934 on
May 5, 1992), including any amendment or report filed for the purposes
of
updating such description; and
|
| |
(h)
|
The
description of the Company’s rights to purchase Series A Preferred Stock
contained in the Company’s Registration Statement on Form 8-A (No.
000-20206) filed under the Securities Exchange Act of 1934 on March
30,
1998, including any amendment or report filed for the purposes of
updating
such description
|
All
reports (other than portions of Current Reports on Form 8-K furnished pursuant
to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein)
filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be
a
part thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any subsequent filed
document which also is deemed to be incorporated by reference herein modifies
or
supersedes such statement.
Item
4. Description
of Securities.
Not
applicable. The Company’s Common Stock to be offered is registered under Section
12 of the Exchange Act.
Item
5. Interests
of Names Experts and Counsel.
The
validity of the Common Stock offered hereby has been passed upon by David W.
Geiss, General Counsel and Secretary of the Company.
Item
6. Indemnification
of Directors and Officers.
Michigan
Business Corporation Act
The
Company is organized under the Michigan Business Corporation Act (the “MBCA”)
which, in general, empowers Michigan corporations to indemnify a person who
was
or is a party or is threatened to be made a party to a threatened, pending
or
completed action, suit or proceeding, whether civil, criminal, administrative
or
investigative and whether formal or informal, other than an action by or in
the
right of the corporation, by reason of the fact that such person is or was
a
director, officer, employee or agent of the corporation, or is or was serving
at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another enterprise, against expenses, including attorney’s
fees, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if the person acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders and, with respect to a criminal
action or proceeding, if the person had no reasonable cause to believe his
or
her conduct was unlawful.
The
MBCA
also empowers Michigan corporations to provide similar indemnity to such a
person for expenses, including attorney’s fees, and amounts paid in settlement
actually and reasonably incurred by the person in connection with actions or
suits by or in the right of the corporation if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
interests of the corporation or its shareholders, except in respect of any
claim, issue or matter in which the person has been found liable to the
corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnification in view of all relevant circumstances,
in
which case indemnification is limited to reasonable expenses incurred. If a
person is successful in defending against a derivative action or third-party
action, the MBCA requires that a Michigan corporation indemnify the person
against expenses incurred in the action.
The
MBCA
also permits a Michigan corporation to purchase and maintain on behalf of such
a
person insurance against liabilities incurred in such capacities. The Company
has obtained a policy of directors’ and officers’ liability
insurance.
The
MBCA
further permits Michigan corporations to limit the personal liability of
directors for a breach of their fiduciary duty. However, the MBCA does not
eliminate or limit the liability of a director for any of the following: (i)
the
amount of a financial benefit received by a director to which he or she is
not
entitled; (ii) intentional infliction of harm on the corporation or the
shareholders; (iii) a violation of Section 551 of the MBCA relating to unlawful
distributions; or (iv) an intentional criminal act. If a Michigan corporation
adopts such a provision, then the Michigan corporation may indemnify its
directors without a determination that they have met the applicable standards
for indemnification set forth above, except, in the case of an action or suit
by
or in the right of the corporation, only against expenses incurred in the
action. The foregoing does not apply if the director’s actions fall into one of
the exceptions to the limitation on personal liability discussed above, unless
a
court determines that the person is fairly and reasonably entitled to
indemnification in view of all relevant circumstances.
Articles
of Incorporation and Bylaws of the Registrant
The
Company’s Restated Articles of Incorporation, which limit liability to the
maximum extent permitted by law, provide that a director of the Company shall
not be personally liable to the Company or its shareholders for monetary damages
for breach of the director’s fiduciary duty. As a result of the inclusion of
such provision, shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence
or which are in violation of their fiduciary duties, although it may be possible
to obtain injunctive or other equitable relief with respect to such
actions.
The
Company’s Amended and Restated Bylaws generally require the Company to indemnify
officers and directors to the fullest extent legally possible under the MBCA.
In
addition, the Amended and Restated Bylaws require the Company to indemnify
any
person who is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust, or other
enterprise, to the same degree as the foregoing indemnification of directors
and
officers. The Company’s Amended and Restated Bylaws further provide for the
advancement of litigation expenses at the request of a director or officer
under
certain circumstances.
Directors
and officers are entitled to bring suit against the Company for failure
to make
a requested indemnification and the Company has the burden of proof to
show such
indemnification to be improper.
Item
7. Exemption
From Registration Claimed.
Certain
restricted securities to be reoffered or resold pursuant to this Registration
Statement were issued under the Plan and in transactions exempt from
registration pursuant to Section 4(2) of the Securities Act and Rules 505 and
506 promulgated thereunder.
Item
8. Exhibits.
The following exhibits are filed with this Registration
Statement:
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4.1
|
Perceptron,
Inc. 2004 Stock Incentive Plan adopted by the Board of Directors
on
October 22, 2004 and approved by the Shareholders on December 6,
2004 is
incorporated herein by reference to Exhibit 10.1 to the Company’s Report
on Form 8-K filed on December 10, 2004.
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4.2
|
Articles
IV, V and VI of the Company’s Restated Articles of Incorporation are
incorporated herein by reference to Exhibit 3.1 of the Company’s Report on
Form 10-Q for the Quarter Ended March 31, 1998.
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4.3
|
Articles
I, II, III, VI, VII, X and XI of the Company’s Amended and Restated Bylaws
are incorporated herein by reference to Exhibit 3.2 of the Company’s Form
S-8 Registration Statement No. 333-55164 filed February 7, 2001.
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4.4
|
Form
of certificate representing Rights (included as Exhibit B to the
Rights
Agreement filed as Exhibit 4.9) is incorporated herein by reference
to
Exhibit 2 of the Company’s Report on Form 8-K filed March 24, 1998.
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed
until after the earlier of (i) the tenth business day after the
Shares
Acquisition Date (or, if the tenth day after the Shares Acquisition
Date
occurs before the Record Date, the close of business on the Record
Date)
(or, if such Shares Acquisition Date results from the consummation
of a
Permitted Offer, such later date as may be determined before the
Distribution Date, by action of the Board of Directors, with the
concurrence of a majority of the Continuing Directors), or (ii)
the tenth
business day (or such later date as may be determined by the Board
of
Directors, with the concurrence of a majority of the Continuing
Directors,
prior to such time as any person becomes an Acquiring Person) after
the
date of the commencement of, or first public announcement of the
intent to
commence, a tender or exchange offer by any person or group of
affiliated
or associated persons (other than the Company or certain entities
affiliated with or associated with the Company), other than a tender
or
exchange offer that is determined before the Distribution Date
to be a
Permitted Offer, if, upon consummation thereof, such person or
group of
affiliated or associated persons would be the beneficial owner
of 15% or
more of such outstanding shares of Common Stock.
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4.5
|
Rights
Agreement, dated as of March 24, 1998, between Perceptron, Inc.
and
American Stock Transfer & Trust Company, as Rights Agent, is
incorporated herein by reference to Exhibit 2 of the Company’s Report on
Form 8-K filed March 24, 1998.
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4.6
|
Form
of Incentive Stock Option Agreement Terms for Officers under the
Perceptron, Inc. 2004 Stock Incentive Plan is incorporated herein
by
reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed
January 5, 2005.
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4.7
|
Form
of Non-Qualified Stock Option Agreement Terms for Officers under
the
Perceptron, Inc. 2004 Stock Incentive Plan is incorporated herein
by
reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed
January 5, 2005.
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4.8
|
Form
of Incentive Stock Option Agreement Terms for Officers under the
Perceptron, Inc. 2004 Stock Incentive Plan Effective January 2,
2006 is
incorporated herein by reference to Exhibit 10.3 of the Company’s Report
on Form 8-K filed December 27, 2005.
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4.9
|
Form
of Non-Qualified Stock Option Agreement Terms for Officers under
the
Perceptron, Inc. 2004 Stock Incentive Plan Effective January 2,
2006 is
incorporated herein by reference to Exhibit 10.2 of the Company’s Report
on Form 8-K filed December 27, 2005.
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5.1*
|
Opinion
of David W. Geiss, Esq., General Counsel and Secretary, as to the
validity
of the shares of Common Stock to be registered
hereunder.
|
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23.1*
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
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|
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23.2
|
Consent
of David W. Geiss, Esq., General Counsel and Secretary (contained
in
Exhibit 5).
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24.1
|
Power
of Attorney (see “Signatures”)
|
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_______________________________
*
Filed Herewith
|
(a)
The
undersigned Registrant hereby undertakes:
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|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
|
| |
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change to the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the change in volume and price
represent
no more than 20 percent change in the maximum aggregate offering
price set
forth in the “Calculation of Registration Fee” table in the effective
Registration Statement;
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(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
|
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration
Statement.
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|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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|
(4)
|
That,
for the purpose of determining liability under the Securities Act
of 1933
to any purchaser:
|
(i) If
the
Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date of the filed prospectus
was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of the registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B,for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be
deemed to be the initial bona fide offering thereof. Provided, however, that
no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to the purchaser with a time of contract of
sale
prior to such effective date, supersede or modify any statement that was made
in
the registration statement or prospectus that that was part of the registration
statement or made in any such document immediately prior to such effective
date;
or
(C) If
the
Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in
reliance on Rule 430A shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to the
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement
or
prospectus that that was part of the registration statement or made in any
such
document immediately prior to such effective date
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(5)
|
That,
for the purpose of determining liability of the Registrant under
the
Securities Act of 1933 to any purchase in the initial distribution
of the
securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant
to this
Registration Statement, regardless of the underwriting method
used to sell
the securities to the purchaser, if the securities are offered
or sold to
such purchaser by means of any of the following communications,
the
undersigned Registrant will be a seller to the purchaser and
will be
considered to offer or sell such securities to such
purchaser:
|
(i) Any
preliminary prospectus or prospectuses of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any
other
communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Plymouth, state of Michigan on this 31st
day of
January, 2006.
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PERCEPTRON,
INC.
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|
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By:/s/
A. A. Pease
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| |
Alfred
A. Pease
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Its:
President and Chief Executive Officer
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|
POWER
OF
ATTORNEY
Each
person whose signature appears below hereby appoints Alfred A. Pease, John
J.
Garber and David W. Geiss, and each of them acting alone, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement filed by Perceptron, Inc., and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the
Securities and Exchange Commission, under the Securities Act of 1933, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or each
of
them acting alone, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
date
indicated.
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Signature
|
|
|
Title
|
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|
|
|
|
/s/
A. A. Pease
|
1/31/06 |
|
President,
Chief Executive Officer, Chairman of the Board and
|
| Alfred
A. Pease |
|
|
Director
(Principal
Executive Officer) |
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|
|
/s/
John J. Garber
|
1/31/06 |
|
Vice
President and Chief Financial Officer
|
| John
J. Garber |
|
|
(Principal
Financial
Officer) |
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|
|
|
|
/s/
Sylvia M. Smith
|
1/31/06 |
|
Controller
(Principal Accounting Officer)
|
| Sylvia
M. Smith |
|
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|
|
|
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|
|
Director |
|
David
J. Beattie
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|
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|
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|
|
/s/
Kenneth R. Dabrowski
|
1/31/06 |
|
Director
|
| Kenneth
R. Dabrowski |
|
|
|
| |
|
|
|
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|
|
Director
|
|
Philip
J. DeCocco
|
|
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| |
|
|
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|
|
Director
|
|
W.
Richard Marz
|
|
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|
|
|
|
/s/
Robert S. Oswald
|
1/30/06 |
|
Director
|
| Robert
S. Oswald |
|
|
|
| |
|
|
|
|
/s/
James A. Ratigan
|
1/28/06 |
|
Director
|
| James
A. Ratigan |
|
|
|
| |
|
|
|
|
/s/
Terryll R. Smith
|
1/30/06 |
|
Director
|
| Terryll
R. Smith |
|
|
|
INDEX
TO
EXHIBITS
|
Number
|
Description
|
| |
|
|
5.1
|
Opinion
of David W. Geiss, Esq., General Counsel and Secretary as to the
validity
of the shares of Common Stock to be registered hereunder (including
consent).
|
| |
|
|
23.1
|
Consent
of Grant Thornton LLP.
|
| |
|
|
23.2
|
Consent
of David W. Geiss, Esq., General Counsel and Secretary (contained
in
Exhibit 5.1)
|
| |
|
|
24.1
|
Power
of Attorney (contained on signature
page)
|