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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Perceptron, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-2381442
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(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
47827 Halyard Drive, Plymouth, Michigan 48170
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective pursuant to General is effective pursuant to
Instruction A.(c), please General Instruction A.(d),
check the following box. please check the following
box. X
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Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to purchase The Nasdaq Stock Market, Inc.
Series A Preferred Stock, no par value
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 23, 1998, the Board of Directors of Perceptron, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The
distribution is payable to the Company's shareholders of record on April 6, 1998
(the "Record Date") on the second business day following the Record Date or, if
later, on the first business day following the date this Form 8-A becomes
effective. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Preferred Stock, no par value
(the "Preferred Stock") at a price of $135.00 per one one-hundredth of a share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of the Common Stock (or, if
pursuant to a Permitted Offer (as defined below) such later date as fixed by the
Board of Directors with the concurrence of the Continuing Directors), or (ii)
ten business days (or such later date as may be determined by the Board of
Directors, with the concurrence of a majority of the Continuing Directors, prior
to such time as any person becomes an Acquiring Person) following the
commencement or announcement of an intention to commence a tender offer or
exchange offer by any person if, upon consummation thereof, such person would be
an Acquiring Person, other than as a result of a Permitted Offer (as defined
below) (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of April 6, 1998, by such Common Stock certificate and not by
separate rights certificates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after April 6, 1998 upon transfer or new
issuance of the Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any of the
Common Stock certificates outstanding as of April 6, 1998 or issued thereafter
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights. Subject to certain adjustments as may be
required by the Rights Agreement, the Company will issue one Right with each new
share of Common Stock issued until the Distribution Date so that all shares will
have attached Rights. No person shall be deemed to be an Acquiring Person on
account of shares of Common Stock beneficially owned by such person on March 23,
1998 unless thereafter they become the beneficial owner of any additional shares
of Common Stock.
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A "Continuing Director" is a member of the Board of Directors of the
Company who is not an Acquiring Person or an affiliated or associated person of
an Acquiring Person and who was a member of the Board prior to the Share
Acquisition Date (as defined below) or subsequently became a member of the Board
and whose nomination for election or election to the Board was recommended or
approved by a majority of the Continuing Directors then on the Board. At least
two Continuing Directors must approve of, or concur on, any action requiring the
approval or concurrence of Continuing Directors.
The Rights are not exercisable until the Distribution Date, and, if
later, the expiration of the Company's right to redeem the Rights. The Rights
will expire on March 23, 2008, unless earlier redeemed or called for exchange by
the Company as described below or their earlier expiration upon the consummation
of certain transactions as described below.
The Preferred Stock will be nonredeemable and will be junior to any
other class of preferred stock. Each share of Preferred Stock will be entitled
to receive when, as and if declared, a quarterly dividend equal to the greater
of $1.00 or 100 times the per share value of any dividend (other than stock
dividends) declared on the Common Stock since the immediately preceding
quarterly dividend payment date. In the event of liquidation, the holders of the
Preferred Stock generally will be entitled to receive a liquidation payment in
an amount equal to $100.00 per share of Preferred Stock plus all accrued and
unpaid dividends thereon, and, after the holders of Common Stock have received a
liquidation payment in an amount equal to $1.00 per share, holders of the
Preferred Stock and the Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed, with the holders
of Preferred Stock entitled to receive an aggregate per share amount equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock. Each share of Preferred Stock will be entitled to 100 votes per
share voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which the Common Stock is exchanged, each
share of Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. The rights of the Preferred Stock as to
dividends, voting and liquidation preferences are protected by anti-dilution
provisions.
The Purchase Price payable, and the number of shares of the Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for shares of the Preferred Stock or
convertible securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings at a rate not in excess of 125% of the rate
of the last cash dividend theretofore paid or a dividend paid in the Preferred
Stock) or of subscription rights or warrants (other than those referred to
above). With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
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Prior to a Triggering Event, fractional shares of the Preferred Stock
will not be issued (other than fractions which are integral multiples of one
one-hundredths of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash will be made equal to the same fraction of the current market
value of one one-hundredth of a share of Preferred Stock. Following the
occurrence of a Triggering Event, the Company shall not be required to issue
fractions of shares of Common Stock and, in lieu thereof, an adjustment in cash
will be made equal to the same fraction of the current market value of one share
of Common Stock.
In the event that (i) the Company were the surviving corporation in a
merger or other combination with an Acquiring Person or affiliated or associated
persons of an Acquiring Person and its Common Stock were not changed or
exchanged, or (ii) an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement, or (iii) in certain
circumstances, an Acquiring Person becomes the beneficial owner of 15% or more
of the outstanding shares of Common Stock (except pursuant to a tender or
exchange offer for all outstanding shares at a price and on terms determined by
a majority of the Continuing Directors, after receiving advice from an
investment banking firm selected by a majority of such Continuing Directors, to
be a price that is fair to shareholders and in the best interests of the Company
and its shareholders (a "Permitted Offer")), or (iv) during such time as there
is an Acquiring Person, there shall occur certain failures to pay, or reductions
in, dividends on outstanding common or preferred stock of the Company or a
recapitalization of the Company which has the effect of increasing the Acquiring
Person's proportionate share of the outstanding Common Stock by more than 1%,
then proper provision shall be made so that each holder of a Right, other than
Rights that were or are beneficially owned by the Acquiring Person (which will
thereafter be void), shall thereafter have the right to receive upon exercise
that number of shares of the Common Stock (or, in certain circumstances, a
combination of cash, other property, Preferred Stock, Common Stock and/or other
securities) having a market value of two times the exercise price of the Right.
Following the Distribution Date, in the event (i) that the Company were
acquired in a merger or other business combination transaction in connection
with which the Company is not the continuing or surviving corporation or in
which all or a part of the Common Stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property
(other than certain mergers and combinations with an Acquiring Person who
becomes such in a Permitted Offer if the price per share of Common Stock offered
in such transaction is no less than the price per share of Common Stock paid to
all holders in the Permitted Offer tender or exchange offer and the form of
consideration being offered in such transaction is the same as the form of
consideration paid in the Permitted Offer tender or exchange offer (a "Permitted
Combination")), or (ii) that 50% or more of the Company's assets or earning
power were sold, then proper provision shall be made so that each holder of a
Right, other than Rights that were or are beneficially owned by the Acquiring
Person (which will thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the Acquiring Person which at
the time of such transaction would have a market value of two times the exercise
price of the Right. Upon the consummation of a Permitted
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Combination, all rights shall expire. Each of the events described in this
paragraph and the prior paragraph constitutes a "Triggering Event" under the
Rights Agreement.
At any time after any Person becomes an Acquiring Person but prior to
the time such Acquiring Person has acquired 50% or more of the outstanding
Common Stock, the Board (with the concurrence of a majority of the Continuing
Directors) may cause shareholders to exchange all or part of their Rights for
shares of Common Stock or Preferred Stock at a ratio of one share of Common
Stock or one one-hundredth of a share of Preferred Stock per Right, subject to
adjustment. As soon as the Board has determined to make such exchange, the
Rights may no longer be exercised.
At any time prior to 5:00 P.M., Detroit, Michigan time, on the tenth
business day following the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding shares of the Common Stock of the Company (or, if
pursuant to a Permitted Offer (as defined below) such later date as fixed by the
Board of Directors with the concurrence of the Continuing Directors) (the
"Shares Acquisition Date"), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (the
"Redemption Price"); provided, however, that if such redemption or delay in the
expiration of the Board's right to redeem the Rights as set forth above occurs
on or after the Shares Acquisition Date the Board shall be entitled to so redeem
the Rights only if such redemption is approved by a majority of the Continuing
Directors and the Continuing Directors constitute a majority of the Board of
Directors; provided, further, that if such redemption occurs on or after the
date of a change (resulting from a proxy or consent solicitation effected in
compliance with applicable law and the requirements of any national securities
exchange on which the Common Stock of the Company is listed or The Nasdaq Stock
Market, Inc., if the Common Stock is listed on such stock market) in a majority
of the directors in office at the commencement of such solicitation if any
person who is a participant in such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the Board of Directors has
determined in good faith) that such person (or any affiliated or associated
persons) intends to take, or may consider taking, any action which would result
in such person becoming an Acquiring Person or which would cause the occurrence
of a Triggering Event, unless concurrent with such solicitation, such person is
making a Permitted Offer (a "Special Proxy Contest"), the Board shall be
entitled to redeem the Rights or delay the expiration of its right to redeem the
Rights as set forth above only if such redemption or delay is approved by a
majority of the Continuing Directors who were members of the Board of Directors
prior to the proxy or consent solicitation referred to above (or subsequently
became a member of the Board of Directors and whose nomination for election or
election thereto was recommended or approved by a majority of the Redemption
Continuing Directors) (the "Redemption Continuing Directors") and the Redemption
Continuing Directors constitute a majority of the Board of Directors.
Thereafter, the Company's right of redemption may be reinstated, prior to a
Triggering Event (i) if an Acquiring Person reduces his beneficial ownership to
less than 15% of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company, and (ii) there are no other
Persons, immediately following the event described in clause (i), who are
Acquiring Persons. Additionally, the Board of Directors may at any time prior to
the occurrence of a Triggering Event, redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price, if such
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redemption is in connection with the consummation of a merger or other business
combination involving the Company but not involving an Acquiring Person or its
Affiliates or Associates which is determined to be in the best interests of the
Company and its shareholders by a majority of the Continuing Directors.
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement may be amended without shareholder approval prior
to the Distribution Date at the Board of Directors' discretion (and after the
Shares Acquisition Date, only with the concurrence of a majority of the
Continuing Directors and only if the Continuing Directors constitute a majority
of the directors in their office and, after a Special Proxy Contest, only with
the concurrence of a majority of the Redemption Continuing Directors and only if
the Redemption Continuing Directors constitute a majority of the directors then
in office). After the Distribution Date, the Board of Directors (with the
concurrence of a majority of the Continuing Directors and only if the Continuing
Directors constitute a majority of the directors then in office) generally may
amend the Rights Agreement without the consent of the Rights holders to cure any
ambiguity, correct defects or inconsistencies, shorten or lengthen time periods
or supplement or change any other provision which shall not adversely affect the
Rights holders; provided that the lengthening of any time period is for the
purpose of protecting, enhancing or clarifying the rights of, and/or for the
benefit of the holders of the Rights (other than the Acquiring Person and its
affiliated and associated persons). However, if the Rights are not then
redeemable, the Board may not lengthen a time period relating to when the Rights
may be redeemed.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K
dated March 25, 1998. A copy of the Rights Agreement is
available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1 Form of certificate representing Rights (included as Exhibit B
to the Rights Agreement filed as Exhibit 2 to that certain
form 8-K filed by Perceptron, Inc. on March 25, 1998 and
incorporated by reference herein). Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until
after the earlier of (i) the tenth business day after the
Shares Acquisition Dates (or, if the tenth day after the
Shares Acquisition Date occurs before the Record Date, the
close of business on the Record Date) (or, if such Shares
Acquisition Date results from the consummation of a Permitted
Offer, such
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later date as may be determined before the Distribution Date,
by action of the Board of Directors, with the concurrence of a
majority of the Continuing Directors), or (ii) the tenth
business day (or such later date as may be determined by the
Board of Directors, with the concurrence of a majority of the
Continuing Directors, prior to such time as any person becomes
an Acquiring Person) after the date of the commencement of, or
first public announcement of the intent to commence, a tender
or exchange offer by any person or group of affiliated or
associated persons (other than the Company or certain entities
affiliated with or associated with the Company), other than a
tender or exchange offer that is determined before the
Distribution Date to be a Permitted Offer, if, upon
consummation thereof, such person or group of affiliated or
associated persons would be the beneficial owner of 15% or
more of such outstanding shares of Common Stock.
2 Rights Agreement, dated as of March 24, 1998, between
Perceptron, Inc., and American Stock Transfer & Trust
Company, as Rights Agent.
[Remainder of Page Intentionally Left Blank]
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 30, 1998
PERCEPTRON, INC.
/s/ John G. Zimmerman
John G. Zimmerman
Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Form of certificate representing Rights (included as Exhibit B
to the Rights Agreement filed as Exhibit 2 to that
certain Form 8-K filed by Perceptron, Inc. on March 25, 1998
and incorporated by reference herein). Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after
the earlier of (i) the tenth business day after the Shares
Acquisition Date (or, if the tenth day after the Shares
Acquisition Date occurs before the Record Date, the close of
business on the Record Date) (or, if such Shares Acquisition
Date results from the consummation of a Permitted Offer, such
later date as may be determined before the Distribution Date,
by action of the Board of Directors, with the concurrence of a
majority of the Continuing Directors), or (ii) the tenth
business day (or such later date as may be determined by the
Board of Directors, with the concurrence of a majority of the
Continuing Directors, prior to such time as any person becomes
an Acquiring Person) after the date of the commencement of, or
first public announcement of the intent to commence, a tender
or exchange offer by any person or group of affiliated or
associated persons (other than the Company or certain entities
affiliated with or associated with the Company), other than a
tender or exchange offer that is determined before the
Distribution Date to be a Permitted Offer, if, upon
consummation thereof, such person or group of affiliated or
associated persons would be the beneficial owner of 15% or
more of such outstanding shares of Common Stock.
2 Rights Agreement, dated as of March 24, 1998, between
Perceptron, Inc. and American Stock Transfer & Trust Company,
as Rights Agent (filed as Exhibit 2 to that certain Form 8-K
filed by Perceptron, Inc. on March 25, 1998 and incorporated
by reference herein).
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