PERCEPTRON INC/MI, S-3, 1997-03-31

PERCEPTRON INC/MI
S-3, 1997-03-31
OPTICAL INSTRUMENTS & LENSES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1997
REGISTRATION NO.
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

PERCEPTRON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MICHIGAN 38-2381442
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

47827 HALYARD DRIVE
PLYMOUTH, MICHIGAN 48170
(313) 414-6100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JOHN G. ZIMMERMAN
PERCEPTRON, INC.
47827 HALYARD DRIVE
PLYMOUTH, MICHIGAN 48170
(313) 414-6100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________

COPIES TO:

THOMAS S. VAUGHN, ESQ.
DYKEMA GOSSETT PLLC
400 RENAISSANCE CENTER
DETROIT, MICHIGAN 48243

______________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM
TIME TO TIME AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]___________
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]_________
IF DELIVER OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO
RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]

______________________

(1) ESTIMATED IN ACCORDANCE WITH RULE 457(C) SOLELY FOR THE PURPOSE OF DETER-
MINING THE AMOUNT OF THE REGISTRATION FEE, BASED UPON THE AVERAGE OF THE
HIGH AND LOW SALES PRICES REPORTED ON THE NASDAQ STOCK MARKET NATIONAL
MARKET ON MARCH 27, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE> 2

SUBJECT TO COMPLETION, DATED: March 31, 1997.

PERCEPTRON, INC.

275,698 SHARES

COMMON STOCK, $.01 PAR VALUE

The 275,698 shares of Common Stock of Perceptron, Inc. (the "Company")
offered by this Prospectus are presently outstanding shares that may be sold
from time to time in the market or in other transactions by the selling
shareholders named herein (the "Selling Shareholders"). See "Selling
Shareholders" and "Plan of Distribution". None of the proceeds of these sales
will be received by the Company. This offering is not underwritten. The
Company's principal executive offices are located at 47827 Halyard Drive,
Plymouth, Michigan 48170 and its telephone number at that address is (313)
414-6100.

The Common Stock is traded on The Nasdaq Stock Market National Market
(the "National Market"). The average of the high and low sales prices of the
Common Stock on March 27, 1997 on the National Market was $28.25.

SEE "RISK FACTORS" FOR CERTAIN INFORMATION WHICH SHOULD BE CAREFULLY
CONSIDERED BEFORE PURCHASING SHARES OF COMMON STOCK OFFERED HEREBY.

The shares of Common Stock offered hereby will be sold at market
prices prevailing from time to time or otherwise at prices then obtainable.
The Company will pay estimated expenses (including those incurred by the
Selling Shareholders) relating to this offering of approximately $13,622.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

_________________________

The date of this Prospectus is __________, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE> 3

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE SELLING SHAREHOLDERS. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy statements and
other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission: New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048;
and Chicago Regional Office, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511. The Commission also maintains a web site located at
http://www.sec.gov. that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. In addition, copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

This Prospectus is a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information included
in such Registration Statement. The Registration Statement may be inspected by
anyone at the office of the Commission without charge, and copies of all or any
part of it may be obtained upon payment of the Commission's charge for copying.
For further information about the Company and its securities, reference is
hereby made to such Registration Statement, and to the exhibits and financial
schedules filed as part thereof or otherwise incorporated herein. Each summary
herein of additional information included in the Registration Statement or any
exhibit thereto is qualified in its entirety by reference to such information
or exhibit.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents (and the amendments thereto) filed by the
Company with the Commission are hereby incorporated by reference and made a
part hereof:

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<PAGE> 4

(a) The description of the Company's Common Stock included in the
Registration Statement on Form S-1 (No. 33-47643)
(incorporated by reference into the Company's Exchange Act
Registration Statement on Form 8-A, dated May 5, 1992).

(b) Annual Report on Form 10-K for the year ended
December 31, 1996.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
securities covered by this Prospectus shall be deemed to be incorporated herein
by reference and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated by reference
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

To the extent the foregoing documents are incorporated by reference
herein, copies may be obtained without charge (other than for exhibits to such
documents) upon written request communicated to the Investor Relations, at the
Company's principal executive offices, located at 47827 Halyard Drive,
Plymouth, Michigan 48335 (telephone number: (313) 414-6100).

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING THE SHARES OF COMMON STOCK OFFERED BY THIS
PROSPECTUS.

INDUSTRY CONCENTRATION AND DEPENDENCE ON KEY CUSTOMERS. A large
portion of the Company's sales is directly or indirectly related to new car
programs in the international automotive industry, which has historically
experienced periodic downturns as well as short term fluctuations. New car
programs typically take years to implement and the Company's customers are
limited by their resources in the number of new car programs they can launch in
any given year. All of these factors may have a material adverse effect on the
demand for the Company's products. For the foreseeable future, the Company's
operations will continue to be primarily dependent on capital expenditures in
the global automotive industry. The Company has implemented a long term
strategy designed to reduce its exposure to fluctuations in this industry. The
Company's ability to expand its customer base and markets and to successfully
execute its long term strategy involves a number of uncertainties, including,
but not limited to, the quality and cost of competitive products already in
existence or developed in the future, the level of interest existing and
potential new customers may have in the new products and

<PAGE> 5

technologies generally, the ability of the Company to resolve technical issues
inherent in the development of new products and technologies, the ability of
the Company to identify and satisfy market needs, general product development
and commercialization difficulties, the continuation or acceleration of the
automotive industries' retooling programs, rapid or unexpected technological
changes, general product demand and market acceptance risks, the ability of the
Company to successfully compete with alternative and similar technologies and
the effect of economic conditions. There can be no assurance that the Company
will be able to expand its customer base and markets or successfully execute
such strategies.

The Company is largely dependent upon sales to a small number of
customers concentrated in the automotive industry. Sales, both direct and
indirect, to three automobile manufacturers by the Company, including
Autospect, Inc. ("Autospect"), a wholly owned subsidiary of the Company
acquired on February 3, 1997, accounted for approximately 85%, 65% and 69% of
the Company's consolidated revenues in the years ended December 31, 1994, 1995
and 1996 respectively. Loss of revenues associated with one or more of these
major customers would have a material adverse effect on the Company. There can
be no assurance that these major customers will continue to purchase products
from the Company in volumes or at prices sufficient to generate a profit.

NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The market for the Company's
products is characterized by rapidly changing technology. There is a risk that
any given technology in the industry, including the technology of the Company,
may be rendered obsolete or non-competitive by future discoveries and
developments. As a result, the Company's growth and future financial
performance depend upon its ability to introduce new products and enhance
existing products that accommodate the latest technological advances and
customer requirements. There can be no assurance that any such products will
be successfully introduced or achieve market acceptance, including the LASAR
sensor family of products, the Optical Checking Fixture or new products being
developed by Autospect. Any failure by the Company to anticipate or respond
adequately to changes in technology and customer preferences, or any
significant delays in product development or introduction, could have a
material adverse effect on its business. Accordingly, the Company believes
that its future commercial success will depend on its ability to maintain a
competitive technological position and to market cost-effective products.
There can be no assurance that technological developments will not render
actual and proposed products or technologies of the Company uneconomical or
obsolete.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company relies heavily upon
its proprietary technology. The Company relies on a combination of patents,
contractual rights, trademarks, trade secrets and copyrights to establish or
protect is proprietary rights in its products. There can be no assurance that
the steps taken by the Company in this regard will be adequate to deter
misappropriation of its proprietary rights or independent third party
development of functionally equivalent technology. In addition, it is possible
that others may "reverse engineer" unpatented features of the Company's
products in order to determine their method of operation and then introduce
similar competing products. The Company has been informed that certain of its
customers have received allegations of possible patent infringement involving
processes and methods used in the Company's products. One such customer is
currently engaged in litigation relating to such matter. The customer has
notified various companies from which it has purchased such equipment,
including the Company, that it expects the suppliers of such equipment to
indemnify such customer, on a pro-rata basis, for

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<PAGE> 6

expenses and damages, if any, incurred in this matter. Because of the
uncertainty surrounding the nature of any possible infringement and the
validity of any such claim or any possible customer claim for indemnity, it is
not possible to estimate the ultimate effect, if any, this matter on the
Company's financial position. In addition, on March 13, 1996, a complaint was
filed, naming the Company as a defendant, along with two other co-defendants,
in an action alleging that the Company's TriCam sensor violates a patent held
by the plaintiff and seeking preliminary and permanent injunctions and damages.
Management believes, however, that the process used in the Company's products,
including the TriCam sensors, were independently developed by the Company
without utilizing any previously patented process or technology. The Company
intends to vigorously defend its position.

COMPETITION. The Company is aware of a number of companies that sell
similar and/or alternative technologies and methods in the same markets. The
Company believes that the principal competitive factor in its markets is the
total capability provided as a process control system and that its products
compete favorably with similar and alternative technologies in this regard. In
1990, the Company purchased certain assets from Diffracto Corporation
("Diffracto") of Canada, a former direct competitor, and entered into
agreements pursuant to which Diffracto and certain Diffracto employees agreed
not to compete with the Company for a period of five years in certain product
areas. These agreements expired in July 1995. The assets acquired by the
Company from Diffracto include the designs and technology incorporated into the
Diffracto "Z Sensor" gauging systems, as well as a paid up non-exclusive
license for fifty-five U.S. patents, forty-five of which are still in force.

The Company believes that there may be other entities, some of whom
may be substantially larger and have substantially greater resources than the
Company, which may be engaged in the development of technology and products
which could prove to be competitive with those of the Company. In addition,
the Company believes that certain existing and potential customers may be
capable of internally developing their own technology. In the future, the
Company believes competition in its industries may become more intense and may
come from firms which possess significantly greater technical, financial and
marketing resources than the Company. There can be no assurance that the
Company will be able to compete successfully. In addition, there can be no
assurance that competitive pressures will not result in price erosion or other
factors affecting the Company's financial performance.

FOREIGN OPERATIONS. The Company's European operations are directed
through subsidiaries in Munich, Germany and Rotterdam, The Netherlands. The
Company is in the process of opening offices in Sao Paolo, Brazil and Seoul,
Korea. In 1990, the Company formed the Joint Project Office with Sumitomo in
Nagoya, Japan to market the Company's products in Japan. The Company's foreign
operations are subject to risks customarily encountered in such foreign
operations, including fluctuations in foreign currency exchange rates and
controls and other economic conditions, laws and local policies of foreign
governments and laws and policies of the U.S. affecting foreign trade and
investment. In addition, the Company's foreign operations are subject to
substantial foreign legal and regulatory restrictions, which vary from
jurisdiction to jurisdiction.

POSSIBLE REDUCTIONS IN RETURNS TO THE COMPANY AS A RESULT OF CURRENCY
DEVALUATIONS. The Company prices its products overseas in the currency of the

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<PAGE> 7
country in which the product is sold and in United States dollars. To the
extent that prices are in the currency of the country in which the products are
sold, the prices of such products in dollars will vary as the value of the
dollar fluctuates against such currencies. There can be no assurance that
there will not be increases in the value of the dollar against such currencies
that will reduce the dollar return to the Company on the sale of its products
in such countries. The Company is presently engaged in limited currency
hedging transactions. As the Company ships products to overseas customers, it
generally enters into limited currency hedging transactions relating to such
sales. Such transactions typically involve the use of forward contracts in
amounts relating to the portion of overseas revenues or repayment of
intercompany debt which are expected to be returned to the United States.
There can be no assurance that such hedging transactions will protect against
fluctuations in the value of the dollar.

VARIATION IN QUARTERLY RESULTS. Because revenues may vary
significantly on a quarter to quarter basis, based in part on the timing of new
vehicle programs by the global automotive industry, and a significant portion
of operating expenses does not, the Company may experience significant
fluctuations in its quarterly operating results. In addition, because of the
nature of the Company's products, the Company's revenues are largely generated
through a limited number of sizable orders from a small number of customers. As
a result, shifts in the timing of orders from one quarter to the next, and even
from one year to the next, can cause the Company to experience significant
fluctuations in its quarterly and annual revenues and operating results.

POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Common
Stock may be significantly affected by factors such as announcements of new
commercial products by the Company or its competitors, as well as variations in
the Company's results of operations and market conditions in the electronic and
sensing industry. The price may also be affected by market movements in prices
of stocks in general.

DIVIDENDS PROHIBITED BY CREDIT AGREEMENTS. The Board of Directors of
the Company presently intends to retain future earnings to finance the
development of the Company's business and does not intend to declare or pay
cash dividends on the Common Stock. In addition, dividends are currently
prohibited under the Company's bank credit agreements.

LIMITATIONS ON DIRECTORS' LIABILITY. As permitted by the Michigan
Business Corporation Act ("MBCA"), the Company's Articles of Incorporation
provide, that to the full extent permitted by law, the Company's directors will
not be liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty. Under Section 209(c) of the MBCA, such provision
cannot eliminate or limit director liability for a breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, distributions made in contravention of
the MBCA, transactions from which directors receive an improper personal
benefit or any act or omission which occurred prior to the date on which the
provision became effective (April 28, 1992). This provision would ordinarily
eliminate the liability of directors for monetary damages to the Company and
its shareholders even in instances in which the directors had been negligent or
grossly negligent. The provision does not affect the ability of the Company or
its shareholders to seek equitable remedies such as injunction and does not
limit the liability of directors under federal securities laws.

<PAGE> 8

DEPENDENCE ON SUPPLIERS AND OUTSIDE CONTRACTORS. The Company's
electronic circuit boards are manufactured by outside subcontracting assembly
houses. The Company's reliance on outside contractors involves several risks,
including limited control over quality and delivery schedules. Further, the
Company purchases a number of component parts and assemblies from single source
suppliers. With respect to most of its components, the Company believes that
alternative suppliers are readily available. Significant delays or
interruptions in the delivery of components or assemblies by suppliers, or
difficulties or delays in shifting manufacturing capacity to new suppliers,
could have a material adverse effect on the Company.

<PAGE> 9

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby.

PLAN OF DISTRIBUTION

The Selling Shareholders have advised the Company that they may from
time to time offer and sell the shares of Common Stock offered hereby on the
National Market or otherwise at market prices then prevailing or at prices and
upon terms then obtainable. Sales may be made in ordinary brokerage
transactions, in block transactions, in privately negotiated transactions or
otherwise. The Company will not receive any of the proceeds of the sales. The
Company will bear the costs of the offering, including those incurred by the
Selling Shareholders; except that the Selling Shareholders will pay all
applicable broker-dealer fees and charges in connection with any sale of shares
hereunder, as well as the fees and expenses of their counsel, if any, and
except that the Company has agreed to pay legal counsel expenses for certain
Selling Shareholders. See "Selling Shareholders."

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<PAGE> 10
SELLING SHAREHOLDERS

The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 25, 1997 and as adjusted to
reflect the sale of shares offered pursuant to this Prospectus by each Selling
Shareholder.

<TABLE>
<CAPTION>
Shares Beneficially Shares to be
Owned Prior to Beneficially Owned
Offering After Offering(1)
---------------------- ----------------------
Name and Address of
Beneficial Owner Number Percent(2) Number to be Sold Number Percent(2)
- ------------------------ ---------- ---------- ----------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Vosseler
An der Lehmgrube 9
D-74613 Oehringen
Germany 82,150 1.1 82,150 0 *

Myron Czubko
2400 Vinewood Blvd
Ann Arbor, MI 48104 107,667 1.7 53,759 53,908 *

Brian Czubko
7780 Sunset Ct.
Saline, MI 48176 71,978 * 35,989 35,989 *

G. Neil Haven
3970 Dexter Trail
Stockbridge, MI
49285

Andrew Hasley
1731 Shankin 70,618 * 35,309 35,309 *
Wolverine Lake, MI 48390 63,521 * 31,761 31,760 *

Jeffrey Parker
1504 Ravine Side Drive
Houghton, MI 49931 57,624 * 28,812 28,812 *

Cheryl Robertson
2878 Sorrento
Ann Arbor, MI 48104 11,387 * 5,694 5,693 *

Terry Czubko
2400 Vinewood Blvd
Ann Arbor, MI 48104 4,448 * 2,224 2,224 *
</TABLE>
- --------------

* Less than one percent.

(1) Assumes that all shares registered hereunder are sold and no additional
shares are acquired by the Selling Shareholders.

(2) Based on 7,694,628 shares of Common Stock outstanding as of March 14, 1997.

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<PAGE> 11

Of shares of Common Stock offered hereby, 82,150 shares were acquired by
HGV Vosseler Gmbh ("Vosseler") on November 26, 1996, in connection with the
acquisition by the Company's German subsidiary of the assets of a division of
Vosseler. In connection with the acquisition of the shares by the Vosseler,
the Company agreed to register the shares owned by the Selling Shareholder
with the Securities and Exchange Commission and to pay the expenses associated
therewith.

The remaining 193,543 shares of Common Stock offered hereby were acquired
by the Selling Shareholders, other than Vosseler, on February 3, 1997, in
connection with the Company's acquisition of Autospect. All of the Selling
Shareholders, other than Vosseler, were the former shareholders of Autospect
(the "Autospect Shareholders") and, as of March 25, 1997, are currently
employed by the Company. Mr. Hasley is President of Autospect. In connection
with the acquisition of the shares by the Autospect Shareholders, the Company
agreed, subject to certain conditions, to use its reasonable best efforts to
register the shares of Common Stock acquired by the Autospect Shareholders in
the Merger and to pay the expenses associated therewith. The Company is
obligated to file two other registration statements, one on each of on the
first and second anniversaries of the date of the closing of the Merger to
register the other shares of Common Stock received by the Autospect
Shareholders as part of the acquisition of Autospect. The Company also
agreed to indemnify the Shareholders in connection with this offering of
Common Stock against liabilities under the Securities Act except with respect
to the liabilities relating to information provided by the Autospect
Shareholders for use herein. The Company has agreed to pay up to $15,000 of
the legal expenses of the Autospect Shareholders in connection with the
registration statements.

LEGAL MATTERS

The validity under Michigan law of the authorization and issuance of the
shares offered hereby will be passed upon for the Company by Dykema Gossett
PLLC, Detroit, Michigan. Thomas S. Vaughn, a member of Dykema Gossett PLLC,
counsel to the Company, is Secretary of the Company.

EXPERTS

The consolidated balance sheets as of December 31, 1996 and 1995, the
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1996, and the related
financial statement schedule, all as included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, have been audited by
Coopers & Lybrand, L.L.P., independent accountants, as set forth in their
report thereon dated January 31, 1997, except as to Note 14 for which the
date is February 3, 1997, included therein and incorporated herein by
reference, given as experts in accounting and auditing. Such consolidated
financial statements have been incorporated herein by reference in
reliance upon such report.

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<PAGE> 12

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following statement sets forth the estimated amounts of expenses
to be borne by the Company in connection with the distribution of the Common
Stock offered hereby:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee ....... $ 2,622.00
Accounting Fees and Expenses .............................. * 2,500.00
Legal Fees and Expenses ................................... * 8,500.00
----------
Total Expenses ............................................ $13,622.00
==========
</TABLE>
- --------------
* Estimated.

The Company will pay certain expenses of the Selling Shareholders incurred
in connection with the distribution of the Common Stock offered hereby, which
are included above.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The Company's Bylaws and the Michigan Business Corporation Act permit
the Company's officers and directors to be indemnified under certain
circumstances for expenses and, in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and investigative
suits or proceedings, including alleged violations of the Securities Act of
1933, as amended (the "Securities Act"). In addition, the Company maintains
directors and officers liability insurance which, under certain circumstances,
would cover alleged violations of the Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to officers and directors pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

(b) Article VI of the Company's Restated Articles of Incorporation
provides that to the full extent permitted by law, no director of the Company
shall be liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty.

ITEM 16. EXHIBITS

A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.

II-1
<PAGE> 13
ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. Except to the extent that the information is contained in periodic
reports filed by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 and incorporated by reference into this registration
statement, to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933 and (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which individually, or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.

2. (a) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement, (b) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof, and (c) to remove
from registration by means of a post-effective amendment any of the securities
which remain unsold at the termination of the offering.

3. That for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

4. That insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-2

<PAGE> 14
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 the 27th day of
March, 1997.

PERCEPTRON, INC.

By: /s/ Alfred A. Pease
----------------------------
Alfred A. Pease, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.

SIGNATURE DATE
--------- -----

/s/ Alfred A. Pease March 27, 1997
-----------------------------------
Alfred A. Pease
President, Chief Executive Officer,
Chairman of the Board and
Director (Principal Executive
Officer)

/s/ John G. Zimmerman March 27, 1997
-----------------------------------
John G. Zimmerman,
Vice President and
Chief Financial Officer
(Principal Financial Officer)

/s/ Paul J. Tripodi March 27, 1997
-----------------------------------
Paul J. Tripodi,
Controller (Principal Accounting
Officer)

* March 27, 1997
-----------------------------------
Dwight A. Carlson,
Vice Chairman of the Board and
Director

* March 27, 1997
-----------------------------------
Philip J. DeCocco,
Director

II-3
<PAGE> 15

* March 27, 1997
-----------------------------------
Robert S. Oswald
Director

* March 27, 1997
-----------------------------------
Harry T. Rein
Director

* March 27, 1997
-----------------------------------
Paul E. Rice
Director

* March 27, 1997
-----------------------------------
Louis R. Ross
Director

* March 27, 1997
-----------------------------------
Terryll R. Smith
Director

* By: /s/ Thomas S. Vaughn
-----------------------------
Thomas S. Vaughn
Attorney-in-Fact

II-4

<PAGE> 16

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits Page No.
- ----------- ----------------------- --------
<S> <C> <C>
4.1 Articles IV and V of the Company's Restated
Articles of Incorporation are incorporated
herein by reference to Exhibit 3.3 of the
Company's Quarterly Report on Form 10-Q for
the Year Ended June 30, 1994.

4.2 Articles I, II, III, VI, VII and X of the
Company's Bylaws are incorporated herein by
reference to Exhibit 19 of the Company's
Report on Form 10-Q for the Quarter Ended
September 30, 1992.

5.1 Opinion of Dykema Gossett PLLC.

23.1 Consent of Coopers & Lybrand, L.L.P.

23.2 Consent of Dykema Gossett PLLC (included in
Exhibit 5.1).

24.1 Power of Attorney of Alfred A. Pease.

24.2 Power of Attorney of Dwight A. Carlson.

24.3 Power of Attorney of Philip J. DeCocco.

24.4 Power of Attorney of Robert S. Oswald.

24.5 Power of Attorney of Harry T. Rein.

24.6 Power of Attorney of Paul E. Rice.

24.7 Power of Attorney of Louis R. Ross.

24.8 Power of Attorney of Terryll R. Smith.
</TABLE>

II-5

<PAGE> 1
EXHIBIT 5.1

[LETTERHEAD OF LAW OFFICES OF DYKEMA GOSSETT]

March 26, 1997

Perceptron, Inc.
47827 Halyard Drive
Plymouth, Michigan 48170-2461

Re: Form S-3 - Autospect and Vosseler

Ladies and Gentlemen:

We have served as counsel to Perceptron, Inc., a Michigan corporation (the
"Company"), in connection with the preparation of the Registration Statement
(Form S-3) to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), providing
for the sale, by the Selling Shareholders named therein, in the manner
described in the Registration Statement, of up to 275,698 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock").

We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.

Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the 275,698 shares of Common
Stock, when sold in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not concede that we are experts
within the meaning of the Act or the rules or regulations thereunder or that
this consent is required by Section 7 of the Act.

Sincerely,

DYKEMA GOSSETT PLLC

Carol H. Rodriguez

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
Perceptron, Inc. and Subsidiaries on Form S-3 of our report dated January 31,
1997, except as to note 14 for which the date is February 3, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Perceptron, Inc. and Subsidiaries as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is included in the
Annual Report on Form 10-K for the year ended December 31, 1996. We also
consent to the reference to our firm under the caption "Experts".

/s/ COOPERS & LYBRAND, LLP

Detroit, Michigan
March 28, 1997

<PAGE> 1
EXHIBIT 24.1

PERCEPTRON, INC.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S.
Vaughn, and each of them, 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 a certain Registration
Statement on Form S-3 and any and all amendments thereto, and to file the same
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: January 2, 1997 /s/ Alfred A. Pease
--------------- -------------------------------------
Alfred A. Pease

<PAGE> 1
EXHIBIT 24.2

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: January 2, 1997 /s/ Dwight A. Carlson
--------------- -------------------------------------
Dwight A. Carlson

<PAGE> 1
EXHIBIT 24.3

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: January 2, 1997 /s/ Philip J. DeCocco
--------------- -------------------------------------
Philip J. DeCocco

<PAGE> 1
EXHIBIT 24.4

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: January 6, 1997 /s/ Robert S. Oswald
--------------- -------------------------------------
Robert S. Oswald

<PAGE> 1
EXHIBIT 24.5

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: March 27, 1997 /s/ Harry T. Rein
-------------- -------------------------------------
Harry T. Rein

<PAGE> 1
EXHIBIT 24.6

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: March 27, 1997 /s/ Paul E. Rice
-------------- -------------------------------------
Paul E. Rice

<PAGE> 1
EXHIBIT 24.7

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: January 7, 1997 /s/ Louis R. Ross
--------------- -------------------------------------
Louis R. Ross

<PAGE> 1
EXHIBIT 24.8

PERCEPTRON, INC.

POWER OF ATTORNEY

Dated: January 8, 1997 /s/ Terryll R. Smith
--------------- -------------------------------------
Terryll R. Smith