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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Perceptron, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
71361F100
(CUSIP Number)
Stephen T. Braun, Esq.
Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 252-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 10, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover
page shall be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP No. 71361F100 |
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1. |
Name of Reporting Person: Richard L. Scott |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): PF |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: United
States |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 446,880 |
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8. | Shared Voting
Power: -0- |
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9. | Sole Dispositive
Power: 446,880 |
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10. | Shared Dispositive
Power: -0- |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 446,880 |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 5.06% |
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14. | Type of Reporting Person (See
Instructions): IN |
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Item 1. Security and Issuer
Common Stock, $0.01 par value (the Common Stock), of Perceptron, Inc., a Michigan corporation
(the Issuer). The principal executive offices of the Issuer are located at 47827 Halyard Drive,
Plymouth, MI 48170-2461
Item 2. Identity and Background
This statement is filed by Richard L. Scott (the Reporting Person).
The business address of the Reporting Person is 700 11th Street S, Suite 101, Naples, Florida
34102.
The Reporting Person is a private investor.
The Reporting Person has not been convicted in any criminal proceedings during the five years
preceding the filing of this report.
During the five years preceding the filing of this report, the Reporting Person has not been a
party to any civil proceedings of a judicial or administrative body which has resulted in any
judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has used personal funds of approximately $2,857,395.22 to acquire 446,880
shares of Common Stock in open market transactions. The Common Stock was purchased by three
different entities controlled by the Reporting Person.
Item 4. Purpose of Transaction
The Reporting Person purchased the Common Stock in open market transactions for general investment
purposes. On October 20, 2005, an entity controlled by the
Reporting Person sent a letter to the Issuer, which letter is
attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. The Reporting Person
may seek to engage in future discussions with management of the Issuer and may make additional
suggestions concerning the Issuers operations, prospects, business and financial strategies,
assets and liabilities, business and financing alternatives and such other matters as the Reporting
Person may deem relevant to his investment in the Issuer. In addition, the Reporting Person may
from time to time, depending on prevailing market, economic and other conditions, acquire
additional shares of the Common Stock of the Issuer or engage in discussions with the Issuer
concerning further acquisitions of shares of the Common Stock of the Issuer or further investments
in the Issuer. The Reporting Person intends to review his investment in the Issuer on a continuing
basis and, depending upon the price and availability of shares of the Common Stock, subsequent
developments affecting the Issuer, the Issuers business and prospects, other investment and
business opportunities available to the Reporting Person, general stock market and economic
conditions, tax
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considerations and other factors considered relevant, may decide at any time to increase or to
decrease the size of his investment in the Issuer.
Except as set forth above, the Reporting Person does not have any plans or proposals which relate
to or would result in (a) the acquisition of additional securities of the Issuer or the disposition
of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in
the present board of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the board of directors
of the Issuer, (e) any material change in the present capitalization or dividend policy of the
Issuer, (f) any other material change in the business or corporate structure of the Issuer, (g)
changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer, (h) the delisting from a national securities
exchange or termination of quotations in an inter-dealer quotation system of a registered national
securities association for any class of capital stock of the Issuer, (i) a class of equity
securities of the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 Common Stock, or (j) or any action similar to the
foregoing actions listed. The Reporting Person will continue to evaluate the Issuer and his
investment therein and may later determine to propose or support any one or more of such actions in
the future, to purchase additional shares of the Common Stock or to sell part or all of his
holdings of the Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer
The 446,880 shares of the Common Stock owned by the Reporting Person constitute 5.06% of the
outstanding Common Stock of the Issuer, based on the outstanding shares of Issuer Common Stock set
forth in the Issuers most recent Form 10-K.
The Reporting Person has sole voting and dispositive power with respect to the Common Stock.
The Reporting Person purchased the following shares of the Common Stock of the Issuer in open
market transactions during the past 60 days:
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Aggregate |
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Purchase Date |
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No. of Shares |
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Price Per Share |
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Consideration |
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09/15/2005 |
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3,200 |
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$ |
6.32 |
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$ |
20,160.00 |
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09/19/2005 |
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3,000 |
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$ |
6.32 |
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$ |
18,900.00 |
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09/20/2005 |
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1,100 |
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$ |
6.33 |
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$ |
6,930.00 |
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09/21/2005 |
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600 |
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$ |
6.34 |
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$ |
3,780.00 |
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10/10/2005 |
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19,000 |
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$ |
6.32 |
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$ |
119,800.70 |
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26,900 |
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$ |
169,570.70 |
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The Common
Stock was purchased by three different entities controlled by the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Person does not have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed As Exhibits
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Exhibit 99.1
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Letter dated October 20, 2005 from Richard L. Scott
Investments, LLC to Alfred Pease, President, Chief
Executive Officer and Chairman of the Board of
Directors of Perceptron, Inc. |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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DATED: October 20, 2005 |
/s/ Richard L. Scott
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Richard L. Scott |
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