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): SEPTEMBER 7, 2005
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 September 7 and 8, 2005, Perceptron, Inc. (the "Company") entered into
Severance Agreements with the following executive officers: Alfred A. Pease,
Harry T. Rittenour, Wilfred J. Corriveau and John J. Garber. The Severance
Agreement between the Company and Mr. Pease provides for, among other things,
the payment of an amount of cash severance equal to one times his current annual
base salary, as in effect immediately prior to his termination, a prorated
portion of any bonus he would have earned for the year of termination had Mr.
Pease been employed by the Company at the end of the applicable bonus period,
and continuation of Company-provided health, welfare and car benefits for one
year. The Severance Agreements between the Company and Messrs. Rittenour,
Corriveau and Garber provide for, among other things, the payment of an amount
of severance equal to six months of their current annual base salary, as in
effect immediately prior to their termination, a prorated portion of any bonus
they would have earned for the year of termination had they been employed by the
Company at the end of the applicable bonus period, and continuation of
Company-provided health, welfare and car benefits for six months.. Severance is
payable to Messrs. Pease, Rittenour, Corriveau and Garber only if they are
terminated by the Company for any reason other than death, disability, or cause
(as defined in the Severance Agreements). In the event of a change in control
(as defined in the Severance Agreements), and if within certain time periods set
forth in the Severance Agreements, such executive officers are terminated by the
Company for any reason other than death, disability or cause, or they resign for
good reason (as defined in the Severance Agreements), Mr. Pease will be entitled
to an amount of severance equal to two times his current annual base salary, as
in effect immediately prior to his termination, a prorated portion of his target
bonus for the year of termination, based on the number of days worked in the
year of termination, continuation of Company-provided health benefits until Mr.
Pease becomes eligible for Medicare benefits and welfare and car benefits for
two years and continued coverage under director and officer liability insurance
policies, and Messrs. Rittenour, Corriveau and Garber will be entitled to an
amount of severance equal to one times their current annual base salary, as in
effect immediately prior to their termination, a prorated portion of their
target bonus for the year of termination, based on the number of days worked in
the year of termination, continuation of Company-provided health, welfare and
car benefits for one year and continued coverage under director and officer
liability insurance policies.
Attached hereto and incorporated by reference as Exhibits 10.1, 10.2, 10.3
and 10.4 are the Severance Agreements relating to such executive officers. The
foregoing description summarizes certain provisions of the Severance Agreements
and is qualified in its entirety by reference to the terms and conditions in the
attached documents.
Item 8.01 OTHER EVENTS
The Company also reports that Peter J. Chatel has resigned as Senior Vice
President for New Market Development, effective September 9, 2005.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits.
Exhibit No. Description
10.1 Severance Agreement dated September 7, 2005 between the
Company and Alfred A. Pease.
10.2 Severance Agreement dated September 7, 2005 between the
Company and Harry T. Rittenour.
10.3 Severance Agreement dated September 8, 2005 between the
Company and Wilfred J. Corriveau.
10.4 Severance Agreement dated September 7, 2005 between the
Company and John J. Garber.
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: September 9, 2005 /s/ A. A. Pease
-------------------------------------------
By: Alfred A. Pease
Title: President
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Severance Agreement dated September 7, 2005 between the Company and
Alfred A. Pease.
10.2 Severance Agreement dated September 7, 2005 between the Company and
Harry T. Rittenour.
10.3 Severance Agreement dated September 8, 2005 between the Company and
Wilfred J. Corriveau.
10.4 Severance Agreement dated September 7, 2005 between the Company and
John J. Garber.