<PAGE> 1
As filed with the Securities and Exchange Commission September 30, 1998
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Identification No.)
incorporation or organization)
47827 Halyard Drive, Plymouth, Michigan 48170
(734) 414-6100
(Address, including zip code, and telephone number,
including area code, of registrant's Principal
Executive Office)
Perceptron, Inc.
1998 Global Team Member Stock Option Plan
(Full Title of the Plan)
JOHN G. ZIMMERMAN, Vice President
Perceptron, Inc.
47827 Halyard Drive, Plymouth, Michigan 48170
(734) 414-6100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
THOMAS S. VAUGHN
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6524
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Title of Proposed Amount of
Securities to Amount to be Proposed Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share* Offering Price** Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 shares** $6.625 $1,987,500 $586.31
$.01 par value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low sale prices on the Nasdaq Stock
Market on September 24, 1998, in accordance with Rule 457(h).
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with Rule
416(a).
================================================================================
<PAGE> 2
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Perceptron, Inc. (the "Company") with
the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;
(c) The Company's Report on Form 8-K filed March 24, 1998; and
(d) Description of the Company's Common Stock contained in the
Prospectus forming a part of the Company's Registration
Statement on Form S-1 (No. 33-47643) (incorporated by
reference into the Company's Registration Statement on Form
8-A filed under the Securities Exchange Act of 1934 on May
5, 1992), as amended by Item 5 of the Company's Form 8-K
Report, filed March 24, 1998.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities being offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Thomas S. Vaughn, a member of Dykema Gossett PLLC, counsel to the
Company, is Secretary of the Company.
Item 6. 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 any
action taken, or failure to take action, as a director. Such exculpatory
language does not, however, eliminate or limit the liability of a director for
(a) the amount of a financial benefit received by a
2
<PAGE> 3
director to which he or she is not entitled, (b) intentional infliction of harm
on the Company or its shareholders, (c) certain other violations of the MBCA, or
(d) an intentional criminal act.
(c) The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Company, whether or not such liabilities would be within the indemnification
provisions of the MBCA. Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having
served as directors and officers of the Company or certain other entities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4 Instruments Defining the Rights of Securities Holders.
4.1 Articles IV, V and VI of the Company's Restated Articles of
Incorporation are incorporated herein by reference to Exhibit
3.1 to the Company's Report on Form 10-Q for the Quarter Ended
June 30, 1998.
4.2 Articles I, II, III, VI, VII, X and XI of the Company's Bylaws
are incorporated herein by reference to Exhibit 19 to the
Company's Report on Form 10-Q for the Quarter Ended September
30, 1992.
4.3 Form of certificate representing Rights (included as Exhibit B
to the Rights Agreement filed as Exhibit 4.5) is incorporated
herein by reference to Exhibit 2 to the Company's Report on
Form 8-K filed March 24, 1998. 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) (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.
3
<PAGE> 4
4.4 Rights Agreement, dated as of March 24, 1998, between
Perceptron, Inc. and American Stock Transfer & Trust Company,
as Rights Agent, is incorporated herein by reference to
Exhibit 2 to the Company's Report on Form 8-K filed March 24,
1998.
5 Opinion of Dykema Gossett PLLC with respect to the legality of
the Common Stock to be registered hereunder.
23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5).
24.1 Power of Attorney of Alfred A. Pease.
24.2 Power of Attorney of David J. Beattie.
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 Louis R. Ross.
24.7 Power of Attorney of Terryll R. Smith.
99.1 Perceptron, Inc. 1998 Global Team Member Stock Option Plan is
incorporated herein by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-K for the Year Ended
December 31, 1997.
99.2 Form of Non-Qualified Stock Option Agreements under such Plan
is incorporated herein by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-K for the Year Ended
December 31, 1997.
Item 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes (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 of 1933, each such post-effective amendment 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, 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.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
4
<PAGE> 5
such indemnification is against public policy as expressed in the 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 persons 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 Act and will be governed by the final adjudication of
such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 September 28, 1998.
PERCEPTRON, INC.
By: /s/ Alfred A. Pease
---------------------------------------
Alfred A. Pease
Its: 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
indicated capacities as of September 28, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Alfred A. Pease President, Chief Executive Officer, Chairman
- ---------------------------- of the Board and Director (Principal Executive
Alfred A. Pease Officer)
/s/ John G. Zimmerman Vice President and Chief Financial Officer
- ---------------------------- (Principal Financial Officer)
John G. Zimmerman
/s/ Sylvia M. Smith Controller (Principal Accounting Officer)
- ----------------------------
Sylvia M. Smith
Director
- ----------------------------
David J. Beattie
Director
- ----------------------------
Philip J. DeCocco
* Director
- ----------------------------
Robert S. Oswald
* Director
- ----------------------------
Harry T. Rein
* Director
- ----------------------------
Louis R. Ross
</TABLE>
6
<PAGE> 7
* Director
- ---------------------------
Terryll R. Smith
* By:/s/ Thomas S. Vaughn
----------------------------
Thomas S. Vaughn
Attorney-in-Fact
7
<PAGE> 8
INDEX TO EXHIBITS
Number Description
------ -----------
4 Instruments Defining the Rights of Securities Holders.
4.1 Articles IV, V and VI of the Company's Restated
Articles of Incorporation are incorporated herein by
reference to Exhibit 3.1 to the Company's Report on
Form 10-Q for the Quarter Ended June 30, 1998.
4.2 Articles I, II, III, VI, VII, X and XI of the Company's
Bylaws are incorporated herein by reference to Exhibit
19 to the Company's Report on Form 10-Q for the Quarter
Ended September 30, 1992.
4.3 Form of certificate representing Rights (included as
Exhibit B to the Rights Agreement filed as Exhibit 4.5)
is incorporated herein by reference to Exhibit 2 of the
Company's Report on Form 8-K filed March 24, 1998.
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) (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.
4.4 Rights Agreement, dated as of March 24, 1998, between
Perceptron, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, is incorporated herein by
reference to Exhibit 2 to the Company's Report on Form
8-K filed March 24, 1998.
5 Opinion of Dykema Gossett PLLC with respect to the
legality of the Common Stock to be registered hereunder
(including consent).
23.1 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney of Alfred A. Pease.
24.2 Power of Attorney of David J. Beattie.
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.
8
<PAGE> 9
24.6 Power of Attorney of Louis R. Ross.
24.7 Power of Attorney of Terryll R. Smith.
99.1 Perceptron, Inc. 1998 Global Team Member Stock Option
Plan as incorporated herein by reference to Exhibit
10.20 to the Company's Annual Report on Form 10-K for
the Year Ended December 31, 1997.
99.2 Form of Non-Qualified Stock Option Agreement under
such Plan is incorporated herein by reference to
Exhibit 10.20 to the Company's Annual Report on Form
10-K for the Year Ended December 31, 1997.
9
<PAGE> 1
EXHIBIT 5
[DYKEMA GOSSETT LETTERHEAD]
September 30, 1998
Perceptron, Inc.
47827 Halyard Drive
Plymouth, Michigan 48170
Re: 1998 Global Team Member Stock Option Plan
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-8) 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 Company in the manner described in the Registration
Statement, of up to 300,000 shares of the Company's Common Stock, $.01 par value
per share (the "Common Stock"), under the Company's 1998 Global Team Member
Stock Option Plan.
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 300,000 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
/s/ Thomas S. Vaughn
Thomas S. Vaughn
<PAGE> 1
[PRICEWATERHOUSECOOPERS LETTERHEAD]
EXHIBIT 23.1
Consent of PricewaterhouseCoopers LLP
Perceptron, Inc.
47827 Haylard Drive
Plymouth, Michigan 48170
Re: Perceptron, Inc. Registration Statement on Form S-8
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 6, 1998 on our audits of the consolidated
financial statements and financial statement schedule of Perceptron, Inc. and
Subsidiaries (the "Company") as of December 31, 1997 and 1996 and for the years
ended December 31, 1997, 1996, and 1995, which report is included in the
Company's 1997 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
400 Renaissance Center
Detroit, Michigan 48243
September 29, 1998
<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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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: September 28, 1998 /s/ Alfred A. Pease
-----------------------------------
Alfred A. Pease, President, Chief
Executive Officer, Chairman of the
Board and Director
<PAGE> 1
EXHIBIT 24.2
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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:
--------------, 1998 -----------------------------------
David J. Beattie, Director
<PAGE> 1
EXHIBIT 24.3
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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:
--------------, 1998 -----------------------------------
Philip J. DeCocco, Director
<PAGE> 1
EXHIBIT 24.4
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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: 23 Sept. /s/ Robert S. Oswald
--------------, 1998 -----------------------------------
Robert S. Oswald, Director
<PAGE> 1
EXHIBIT 24.5
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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: , 1998 /s/ Harry T. Rein
-------------- -----------------------------------
Harry T. Rein, Director
<PAGE> 1
EXHIBIT 24.6
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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: Sept. 27 /s/ Louis R. Ross
--------------, 1998 -----------------------------------
Louis R. Ross, Director
<PAGE> 1
EXHIBIT 24.7
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-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc.
1998 Global Team Member Stock Option Plan 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: 9-23 /s/ Terryll R. Smith
--------------, 1998 -----------------------------------
Terryll R. Smith, Director
