UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 18, 2008

PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Charter)

Michigan
0-20206
38-2381442
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

   
47827 Halyard Drive, Plymouth, MI
48170-2461
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

[ ]
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 18, 2008, the shareholders of Perceptron, Inc. (the “Company”) approved an amendment to the First Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”) to increase the total number of shares of Common Stock available for grant under such plan from 600,000 to 1,000,000 shares. The 2004 Stock Incentive Plan and amendment were previously filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Form 8-K filed October 10, 2008 with the Securities and Exchange Commission and are incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C.
Exhibits.
  
     
 
Exhibit No.
Description
     
 
10.1
Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed on October 10, 2008.
     
 
10.2
First Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed on October 10, 2008.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
PERCEPTRON, INC.
 
(Registrant)
   
Date: November 21, 2008
/s/ David W. Geiss
 
By: David W. Geiss
 
Title: Vice President, General Counsel and Secretary


 
 
 

EXHIBIT INDEX

Exhibit
  
Number
Description
   
10.1
Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed on October 10, 2008.
   
10.2
First Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed on October 10, 2008.