UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
Amendment
No. 1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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
of incorporation or
organization)
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(I.R.S.
Employer
Identification
No.)
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47827
Halyard Drive, Plymouth,
Michigan
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48170-2461
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(Address
of principal executive
offices)
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(Zip Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
None
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Name
of each exchange on which
each
class is to be registered
None
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If
this
Form relates to the registration of a class of pursuant to Section 12(b)
of the
Exchange Act and is effective pursuant to General Instruction A.(c), check
the
following box:
If
this
Form relates to the registration of a class of pursuant to Section 12(g)
of the
Exchange Act and is effective pursuant to General Instruction A.(d), check
the
following box: R
Securities
Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities
to be registered pursuant to Section 12(g) of the Act:
Rights
to purchase Series A Preferred Stock, no par value
(Title
of
Class)
Item
1. Description of Registrant’s Securities to be
Registered
On
March
17, 2008, Perceptron, Inc. (the “Company”) executed an amendment (the
“Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of March
23, 1998, between the Company and American Stock Transfer & Trust Company,
as Rights Agent (the “Rights Agent”). Pursuant to the Amendment, the description
of the registered securities is amended and restated in its entirety as follows:
On
March
23, 1998, the Board of Directors of Perceptron, Inc. (the “Company”) declared a
dividend distribution of one Right for each outstanding share of Common Stock,
$.01 par value (the “Common Stock”), of the Company. The distribution was paid
to the Company’s shareholders of record on April 6, 1998 (the “Record Date”) on
April 8, 1998.
Effective
March 17, 2008, the Board of Directors of the Company amended the Rights.
This
Summary describes the terms of the Rights, as amended. Each Right entitles
the
registered holder to purchase from the Company one one-hundredth of a share
of
Series A Preferred Stock, no par value (the “Preferred Stock”) at a price of
$73.00 per one one-hundredth of a share (the “Purchase Price”), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the “Rights Agreement”) between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the “Rights Agent”), as
amended.
Until
the
earlier to occur of (i) ten business days after a public announcement that
a
person or group of affiliated or associated persons (an “Acquiring Person”)
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more
of the outstanding shares of the Common Stock (such public announcement date
being the “Shares Acquisition Date”) (or, if pursuant to a Permitted Offer (as
defined below) such later date as fixed by the Board of Directors with the
concurrence of the Continuing Directors) or (ii) ten business days (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) following the commencement or announcement of
an
intention to commence a tender offer or exchange offer by any person if,
upon
consummation thereof, such person would be an Acquiring Person, other than
as a
result of a Permitted Offer (as defined below), (the earlier of such dates
being
called the “Distribution Date”), the Rights are, with respect to any of the
Common Stock certificates outstanding as of April 6, 1998, evidenced by such
Common Stock certificate. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Common
Stock. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after April
6,
1998 upon transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or
earlier redemption, exchange or expiration of the Rights), the surrender
for
transfer of any of the Common Stock certificates outstanding as of April
6, 1998
or issued thereafter will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
As
soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Right Certificates”) will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights. Subject to certain
adjustments as may be required by the Rights Agreement, the Company will
issue
one Right with each new share of Common Stock issued until the Distribution
Date
so that all shares will have attached Rights. No person shall be deemed to
be an
Acquiring Person on account of shares of Common Stock beneficially owned
by such
person on March 23, 1998 unless thereafter they become the beneficial owner
of
any additional shares of Common Stock.
A
“Continuing Director” is a member of the Board of Directors of the Company who
is not an Acquiring Person or an affiliated or associated person of an Acquiring
Person and who was a member of the Board prior to the Shares Acquisition
Date
(as defined above) or subsequently became a member of the Board and whose
nomination for election or election to the Board was recommended or approved
by
a majority of the Continuing Directors then on the Board. At least two
Continuing Directors must approve of, or concur on, any action requiring
the
approval or concurrence of Continuing Directors.
The
Rights are not exercisable until the Distribution Date, and, if later, the
expiration of the Company’s right to redeem the Rights. The Rights will expire
on March 23, 2018, unless earlier redeemed or called for exchange by the
Company
as described below or their earlier expiration upon the consummation of certain
transactions as described below.
The
Preferred Stock will be nonredeemable and will be junior to any other class
of
preferred stock. Each share of Preferred Stock will be entitled to receive
when,
as and if declared, a quarterly dividend equal to the greater of $1.00 or
100
times the per share value of any dividend (other than stock dividends) declared
on the Common Stock since the immediately preceding quarterly dividend payment
date. In the event of liquidation, the holders of the Preferred Stock generally
will be entitled to receive a liquidation payment in an amount equal to $100.00
per share of Preferred Stock plus all accrued and unpaid dividends thereon,
and,
after the holders of Common Stock have received a liquidation payment in
an
amount equal to $1.00 per share, holders of the Preferred Stock and the Common
Stock shall receive their ratable and proportionate share of the remaining
assets to be distributed, with the holders of Preferred Stock entitled to
receive an aggregate per share amount equal to 100 times the aggregate amount
to
be distributed per share to holders of shares of Common Stock. Each share
of
Preferred Stock will be entitled to 100 votes per share voting together with
the
Common Stock. In the event of any merger, consolidation or other transaction
in
which the Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
The
rights of the Preferred Stock as to dividends, voting and liquidation
preferences are protected by anti-dilution provisions.
The
Purchase Price payable, and the number of shares of the Preferred Stock or
other
securities or property issuable, upon exercise of the Rights are subject
to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Stock; (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for shares of the Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock;
or
(iii) upon the distribution to holders of the Preferred Stock of evidences
of
indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings at a rate not in excess of 125% of the rate
of the
last cash dividend theretofore paid or a dividend paid in the Preferred Stock)
or of subscription rights or warrants (other than those referred to above).
With
certain exceptions, no adjustment in the Purchase Price will be required
until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price.
Prior
to
a Triggering Event, fractional shares of the Preferred Stock will not be
issued
(other than fractions which are integral multiples of one one-hundredths
of a
share of Preferred Stock) and, in lieu thereof, an adjustment in cash will
be
made equal to the same fraction of the current market value of one one-hundredth
of a share of Preferred Stock. Following the occurrence of a Triggering Event,
the Company shall not be required to issue fractions of shares of Common
Stock
and, in lieu thereof, an adjustment in cash will be made equal to the same
fraction of the current market value of one share of Common Stock.
In
the
event that (i) the Company were the surviving corporation in a merger or
other
combination with an Acquiring Person or affiliated or associated persons
of an
Acquiring Person and its Common Stock were not changed or exchanged; or (ii)
an
Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement; or (iii) in certain circumstances, an
Acquiring Person becomes the beneficial owner of 15% or more of the outstanding
shares of Common Stock (except pursuant to a tender or exchange offer for
all
outstanding shares at a price and on terms determined by a majority of the
Continuing Directors, prior to the consummation of the offer, after receiving
advice from an investment banking firm selected by a majority of such Continuing
Directors, to be a price that is fair to shareholders and in the best interests
of the Company and its shareholders (a “Permitted Offer”)), or (iv) during such
time as there is an Acquiring Person, there shall occur certain failures
to pay,
or reductions in, dividends on outstanding common or preferred stock of the
Company or a recapitalization of the Company which has the effect of increasing
the Acquiring Person’s proportionate share of the outstanding Common Stock by
more than 1%, then proper provision shall be made so that each holder of
a
Right, other than Rights that were or are beneficially owned by the Acquiring
Person (which will thereafter be void), shall thereafter have the right to
receive upon exercise that number of shares of the Common Stock (or, in certain
circumstances, a combination of cash, other property, Preferred Stock, Common
Stock and/or other securities) having a market value of two times the exercise
price of the Right.
Following
the Distribution Date, in the event (i) that the Company were acquired in
a
merger or other business combination transaction in connection with which
the
Company is not the continuing or surviving corporation or in which all or
a part
of the Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property (other than
certain
mergers and combinations with an Acquiring Person who becomes such in a
Permitted Offer if the price per share of Common Stock offered in such
transaction is no less than the price per share of Common Stock paid to all
holders in the Permitted Offer tender or exchange offer and the form of
consideration being offered in such transaction is the same as the form of
consideration paid in the Permitted Offer tender or exchange offer (a “Permitted
Combination”)); or (ii) that 50% or more of the Company’s assets or earning
power were sold, then proper provision shall be made so that each holder
of a
Right, other than Rights that were or are beneficially owned by the Acquiring
Person (which will thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of
the
Right, that number of shares of common stock of the Acquiring Person which
at
the time of such transaction would have a market value of two times the exercise
price of the Right. Upon the consummation of a Permitted Combination, all
rights
shall expire. Each of the events described in this paragraph constitutes
a
“Triggering Event” under the Rights Agreement.
At
any
time after any Person becomes an Acquiring Person but prior to the time such
Acquiring Person has acquired 50% or more of the outstanding Common Stock,
the
Board (with the concurrence of a majority of the Continuing Directors) may
cause
shareholders to exchange all or part of their Rights for shares of Common
Stock
or Preferred Stock at a ratio of one share of Common Stock or one one-hundredth
of a share of Preferred Stock per Right, subject to adjustment. As soon as
the
Board has determined to make such exchange, the Rights may no longer be
exercised.
At
any
time prior to a person or group of affiliated or associated persons becoming
an
Acquiring Person (or, if pursuant to a Permitted Offer (as defined below)
such
later date as fixed by the Board of Directors with the concurrence of the
Continuing Directors), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the “Redemption
Price”); provided that if, such redemption occurs on or after the date of a
change (resulting from a proxy or consent solicitation effected in compliance
with applicable law and the requirements of any national securities exchange
on
which the Common Stock of the Company is listed or The Nasdaq Global Market,
if
the Common Stock is listed on such stock market) in a majority of the directors
in office at the commencement of such solicitation if any person who is a
participant in such solicitation has stated (or, if upon the commencement
of
such solicitation, a majority of the Board of Directors has determined in
good
faith) that such person (or any affiliated or associated persons) intends
to
take, or may consider taking, any action which would result in such person
becoming an Acquiring Person or which would cause the occurrence of a Triggering
Event, unless, concurrent with such solicitation, such person is making a
Permitted Offer, (a “Special Proxy Contest”), the Board shall be entitled to
redeem the Rights, or delay the expiration of its right to redeem the Rights
as
set forth above, only if such redemption or delay is approved by a majority
of
the Continuing Directors who were members of the Board of Directors prior
to the
proxy or consent solicitation referred to above (or subsequently became a
member
of the Board of Directors and whose nomination for election or election thereto
was recommended or approved by a majority of the Redemption Continuing
Directors) (the “Redemption Continuing Directors”) and the Redemption Continuing
Directors constitute a majority of the Board of Directors. Thereafter, the
Company’s right of redemption may be reinstated, prior to a Triggering Event,
(i) if an Acquiring Person reduces his beneficial ownership to less than
15% of
the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company; and (ii) there are no other Persons,
immediately following the event described in clause (i), who are Acquiring
Persons. Additionally, the Board of Directors may at any time prior to the
occurrence of a Triggering Event, redeem the then outstanding Rights in whole,
but not in part, at the Redemption Price, if such redemption is in connection
with the consummation of a merger or other business combination involving
the
Company but not involving an Acquiring Person or its Affiliates or Associates
which is determined to be in the best interests of the Company and its
shareholders by a majority of the Continuing Directors. Immediately upon
the
action of the Board of Directors of the Company electing to redeem the Rights,
the Company shall make announcement thereof, and upon such election, the
right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote
or
to receive dividends.
The
Rights Agreement may be amended without shareholder approval prior to the
Distribution Date at the Board of Directors’ discretion (and after the Shares
Acquisition Date, only with the concurrence of a majority of the Continuing
Directors and only if the Continuing Directors constitute a majority of the
directors then in office and, after a Special Proxy Contest, only with the
concurrence of a majority of the Redemption Continuing Directors and only
if the
Redemption Continuing Directors constitute a majority of the directors then
in
office). After the Distribution Date, the Board of Directors (with the
concurrence of a majority of the Continuing Directors and only if the Continuing
Directors constitute a majority of the directors then in office) generally
may
amend the Rights Agreement without the consent of the Rights holders to cure
any
ambiguity, correct defects or inconsistencies, shorten or lengthen time periods
or supplement or change any other provision which shall not adversely affect
the
Rights holders; provided that the lengthening of any time period is for the
purpose of protecting, enhancing or clarifying the rights of, and/or for
the
benefit of the holders of the Rights (other than the Acquiring Person and
its
affiliated and associated persons). However, if the Rights are not then
redeemable, the Board may not lengthen a time period relating to when the
Rights
may be redeemed.
A
copy of
the Rights Agreement, as amended, has been filed with the Securities and
Exchange Commission as Exhibit 3 to the Company’s Current Report on Form 8-K
filed on March 25, 1998, and as Exhibit 3 to this Form 8-A/A, dated March
20,
2008. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which
is
hereby incorporated herein by reference.
Item
2. Exhibits
| Exhibit No. |
Description |
| 1* |
Form
of certificate representing Rights (included as Exhibit B to the
Amendment
to Rights Agreement filed as Exhibit 3 to the Company's Form 8-A/A
filed
on March 20, 2008, and incorporated herein by reference). 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 such Shares Acquisition Date results from the
consummation of a Permitted Offer, such later date as may be determined
by
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 if, upon consummation thereof, such person
would be an
Acquiring Person, other than as a result of a Permitted
Offer.
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| 2 |
Rights
Agreement, dated as of March 24, 1998, between Perceptron, Inc.,
and
American Stock Transfer & Trust Company, as Rights Agent (previously
filed as Exhibit 2 to the Company’s Current Report on Form 8-K filed on
March 25, 1998 and incorporated by reference herein).
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| 3* |
Amendment
to Rights Agreement, dated as of March 17, 2008, between Perceptron,
Inc.
and American Stock Transfer & Trust Company, as Rights Agent.
|
*Filed
herewith
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
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PERCEPTRON,
INC. |
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| Date:
March
20, 2008 |
By: |
/s/
David W. Geiss |
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David
W. Geiss
Vice
President and General Counsel
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