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 August 25, 1997 on the National Market was
$25.06.
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 August 26, 1997
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:
(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, as amended by amendments to the Annual Report on Forms
10-K/A dated April 25, 1997 and May 1, 1997, respectively.
(c) Company's current reports on Form 8-K dated January 22,
1997, April 25, 1997 and May 6, 1997, respectively.
(d) Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
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 new
products and 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 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.
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 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 signifi-
cant 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.
Possible Adverse Effect of Shares Eligible for Resale. As of August
6, 1997, there are 8,044,850 shares outstanding, of which 7,708,808 shares
are fully tradeable. The currently outstanding and fully tradeable
7,708,808 shares of Common Stock includes the 275,698 shares covered by this
Prospectus. In addition, the Company has agreed, pursuant to the terms of
certain registration rights provisions, to register for resale over the next
three years, 336,042 shares of its Common Stock (167,286 for which a
registration statement will be filed by June 15, 1997). Sales of
substantial amounts of Common Stock, or the perception that such sales could
occur, could adversely effect prevailing prices of the Common Stock.
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 inten-
tional misconduct or knowing violation of law, distributions made in contra-
vention 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.
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.
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 (and
their donees, pledgees, distributees and personal representatives) 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. Certain of the Selling Shareholders have
further advised the Company that they intend to pledge their shares of
common stock. Accordingly, the shares may be also be sold from time to time
by the pledgees of the shares owned by the Selling Shareholders (including
Everen Clearing Corp.), pursuant to a pledge as collateral for borrowings
from the lenders. 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 certain legal counsel expenses for
certain Selling Shareholders. See "Selling Shareholders."
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of May 19, 1997, except as
otherwise indicated and as adjusted to reflect the sale of shares offered
pursuant to this Prospectus by each Selling Shareholder.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares to be Beneficially
Prior to Offering Owned After Offering(1)
Name and Address of Number Percent(2) Number to be Number Percent(2)
Beneficial Owner Sold
<S> <C> <C> <C> <C> <C>
HGV Vosseler 82,150 1.1 82,150 0 *
An der Lehmgrube 9
D-74613 Oehringen
Germany
Myron T. and Terry C. 40,000 * 40,000 0 *
Czubko Charitable
Remainder Trust UAD
April 29, 1997
Myron Czubko, Trustee
2400 Vinewood Blvd
Ann Arbor, MI 48104
Myron Czubko 77,667 * 13,759 63,908 *
2400 Vinewood Blvd
Ann Arbor, MI 48104
Brian Czubko Charitable 23,000 * 23,000 0 *
Trust dated May 28,
1997, Brian Czubko,
Trustee
7780 Sunset Ct.
Saline, MI 48176
Brian Czubko 48,978 * 12,989 35,989 *
7780 Sunset Ct.
Saline, MI 48176
The Neil Haven 31,309 * 31,309 0 *
Charitable Remainder
Unitrust, dated
May 19, 1997
G. Neil Haven, Trustee
3970 Dexter Trail
Stockbridge, MI 49285
G. Neil Haven, 39,309 4,000 35,309 *
3970 Dexter Trail
Stockbridge, MI 49285
Andrew Hasley 63,521 * 31,761 31,760 *
1731 Shankin
Wolverine Lake,
MI 48390
Jeffrey Parker 5,763 * 0 5,763 *
1504 Ravine Side Drive
Houghton, MI 49931 (3)
Jeffrey B. Parker 23,049 * 0 23,049 *
Revocable Trust U/A/D
July 16, 1997
Jeffrey B. Parker,
Trustee
1504 Ravine Side Drive
Houghton, MI 49931 (3)
Ann Hawthorne West 28,812 * 28,812 0 *
Revocable Trust U/A/D
July 16, 1997
Ann Hawthorne West,
Trustee
1504 Ravine Side Drive
Houghton, MI 49931 (3)
Cheryl Robertson 11,387 * 5,694 5,693 *
2878 Sorrento
Ann Arbor, MI 48104
Terry Czubko 4,448 * 2,224 2,224 *
2400 Vinewood Blvd
Ann Arbor, MI 48104
</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 8,016,874 shares of Common Stock outstanding as of May 9, 1997.
(3) Information as of August 22, 1997
Of shares of Common Stock offered hereby, 82,150 shares were
acquired by HGV Vosseler on November 26, 1996, in connection with the
acquisition by the Company's German subsidiary of the assets of a division
of HGV Vosseler Gmbh ("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 193,548 shares of Common Stock offered hereby were
acquired by the Selling Shareholders, other than Vosseler and the various
trusts, on February 3, 1997, in connection with the Company's acquisition of
Autospect, Inc. All of the Selling Shareholders, other than Vosseler and
the various trusts, were the former shareholders of Autospect(the "Autospect
Shareholders"). The Autospect Shareholders, other than Cheryl Robertson and
Terry Czubko, as of May 30, 1997, are currently employed by the Company.
Mr. Hasley is currently President of Autospect. The Brian Czubko Charitable
Trust dated May 28, 1997, the Myron T. and Terry C. Czubko Charitable
Remainder Trust UAD April 29, 1997 and the Neil Haven Charitable Remainder
Unitrust, dated May 19, 1997 acquired their shares by gift from Brian
Czubko, Myron Czubko and Neil Haven, respectively. The Jeffrey B. Parker
Revocable Trust U/A/D July 16, 1997 and the Ann Hawthorne West Revocable
Trust U/A/D July 16, 1997 acquired their shares by gift from Jeffrey
Parker. Jeffery Parker is the sole beneficiary of the Jeffrey B. Parker
Revocable Trust U/A/D July 16, 1997 and Ann Hawthorne West, who is the wife
of Jeffrey Parker, is the sole beneficiary of the Ann Hawthorne West
Revocable Trust U/A/D July 16, 1997.
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, as amended by the amendment to the Annual Report
on Form 10-K/A-1, 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.
The supplemental consolidated balance sheets as of December 31, 1996
and 1995, and the supplemental consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1996, all as included in the Company's Current
Report on Form 8-K dated April 25, 1997, 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 by reference, given as
experts in accounting and auditing. Such supplemental consolidated
financial statements have been incorporated herein by reference in reliance
upon such report.
