As filed with the Securities and Exchange Commission on April 4, 2014
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)
| Michigan | 38-x2381442 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
47827 Halyard Drive
Plymouth, Michigan 48170
(734) 414-6100
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Perceptron, Inc.
First Amended and Restated 2004 Stock Incentive Plan
(Full Title of the Plan)
David W. Geiss, Vice President, General Counsel and Secretary
Perceptron, Inc.
47827 Halyard Drive, Plymouth, Michigan 48170
(734) 414-6100
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Thomas S. Vaughn, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313)568-6800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
| Title of Each | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||||
| Class of Securities | Amount to be | Offering | Aggregate | Registration | ||||||||||||
| To be Registered | Registered (1) | Price Per Share(2) | Offering Price(2) | Fee | ||||||||||||
| Common Stock, | 700,000 | $ | 12.19 | $ | 8,533,000 | $ | 1,099.05 | |||||||||
| without par value | ||||||||||||||||
(1) 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 the average of the high and low sale prices for the Common Stock on the Nasdaq Stock Market on March 31, 2014.
(2) The number of shares may be adjusted to prevent dilution from stock splits, stock dividends and similar transactions. This Registration Statement shall cover any such additional shares in accordance with Rule 416(a).
In accordance with general instruction E to Form S-8, Perceptron, Inc. (the “Company”) hereby incorporates by reference the contents of its Registration Statement on Form S-8, File No. 333-131421, filed on January 31, 2006, registering 600,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan, the contents of its Registration Statement on Form S-8, File No. 333-163325, filed on November 24, 2009, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan and the contents of its Registration Statement on Form S-8, File No. 333-185209, filed on November 30, 2012, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
| Exhibit |
| Number | Description |
| 4.1 | 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 October 10, 2008. |
| 4.2 | 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 October 10, 2008. |
| 4.3 | Second Amendment to 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 10-Q filed February 13, 2012. |
| 4.4 | Third Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013 is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 30, 2013. |
| 4.5 | Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed January 5, 2005. |
| 4.6 | Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed January 5, 2005. |
| 4.7 | Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed December 27, 2005. |
| 4.8 | Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed December 27, 2005. |
| 4.9 | Form of Nonqualified Stock Option Agreement Terms — Board of Directors under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed August 10, 2006. |
| 4.10 | Form of the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 30, 2013. |
| 4.11 | Form of the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 30, 2013. |
| 5.1 | Opinion of Dykema Gossett PLLC. |
| 23.1 | Consent of BDO USA, LLP |
| 23.2 | Consent of Grant Thornton LLP. |
| 23.3 | Consent of Dykema Gossett PLLC (contained in Exhibit 5.1). |
| 24.1 | Power of Attorney (contained on signature page). |
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 4th day of April, 2014.
| PERCEPTRON, INC. | ||
| By: | /s/ Jeffrey M. Armstrong | |
| Jeffrey M. Armstrong | ||
| Its: | President and Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Jeffrey M. Armstrong, Keith R. Marchiando 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.
| Signature | Date | Title |
|
/s/ Jeffrey M. Armstrong Jeffrey M. Armstrong |
April 4, 2014 | President, Chief Executive Officer, and Director (Principal Executive Officer) |
|
/s/ Keith R. Marchiando Keith R. Marchiando |
April 4, 2014 |
Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
/s/ Sylvia M. Smith Sylvia M. Smith |
April 4, 2014 | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
|
/s/ W. Richard Marz W. Richard Marz |
April 4, 2014 | Chairman of the Board and Director |
|
/s/ David J. Beattie David J. Beattie |
April 4, 2014 | Director |
|
/s/ Kenneth R. Dabrowski Kenneth R. Dabrowski |
April 4, 2014 | Director |
|
/s/ Philip J. DeCocco Philip J. DeCocco |
April 3, 2014 | Director |
|
/s/ C. Richard Neely C. Richard Neely
|
April 3, 2014 |
Director |
|
/s/ Robert S. Oswald Robert S. Oswald |
April 3, 2014 | Director |
|
/s/ Terryll R. Smith Terryll R. Smith |
April 3, 2014 | Director |
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit |
| 4.1 | 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 October 10, 2008. | |
| 4.2 | 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 October 10, 2008. | |
| 4.3 | Second Amendment to 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 10-Q filed February 13, 2012. | |
| 4.4 | Third Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013 is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 30, 2013. |
| 4.5 | Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed January 5, 2005. | |
| 4.6 | Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed January 5, 2005. | |
| 4.7 | Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed December 27, 2005. | |
| 4.8 | Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed December 27, 2005. | |
| 4.9 | Form of Nonqualified Stock Option Agreement Terms — Board of Directors under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed August 10, 2006. | |
| 4.10 | Form of the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 30, 2013. | |
| 4.11 | Form of the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 30, 2013. |
| 5.1 | Opinion of Dykema Gossett PLLC. | |
| 23.1 23.2 | Consent of BDO USA LLP. Consent of Grant Thornton, LLP. | |
| 23.3 | Consent of Dykema Gossett PLLC (contained in Exhibit 5.1). | |
| 24.1 | Power of Attorney (contained on signature page). |