<PAGE> 1
As filed with the Securities and Exchange Commission on 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.
1992 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 Maximum Proposed Amount of
Securities to Amount to be Offering Maximum Aggregate Registration
be Registered Registered Price Per Share* Offering Price** Fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 558,357 shares** $6.625 $3,699,115.13 $1,091.24
$.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:
The contents of Registration Statement on Form S-8, file No. 33-63664,
filed June 1, 1993, registering 142,857 shares of Common Stock of the
Company, par value $.01 per share, to be issued pursuant to the
Company's 1992 Stock Option Plan, the contents of Registration
Statement on Form S-8, file No. 33-85656, filed October 25, 1994,
registering 850,000 shares of Common Stock of the Company, par value
$.01 per share, to be issued pursuant to the Company's 1992 Stock
Option Plan and the contents of Registration Statement on Form S-8,
file No. 33-00446, filed on January 22, 1996, registering 75,000 shares
of Common Stock of the Company, par value $.01 per share, to be issued
pursuant to the Company's 1992 Stock Option Plan.
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 of 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 of 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 of 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.
2
<PAGE> 3
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 Amended and Restated Perceptron, Inc. 1992 Stock
Option Plan is incorporated herein by reference to
Exhibit 10.53 to the Company's Report on Form 10-Q
for the Quarter Ended September 30, 1996.
99.2 First Amendment to the Amended and Restated
Perceptron, Inc. 1992 Stock Option Plan is
incorporated herein by reference to Exhibit 10.39 to
the Company's Report on Form 10-Q for the Quarter
Ended March 31, 1997.
99.3 Forms of Stock Option Agreements under 1992 Stock
Option Plan, (Team Members and Officers) prior to
February 9, 1995, are incorporated herein by
reference to Exhibit 10.28 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1993.
99.4 Forms of Master Amendments to Stock Option Agreements
(Team Members and Officers) under 1992 Stock Option
Plan, prior to February 9, 1995 are incorporated
herein by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the Year Ended
December 31, 1994.
99.5 Forms of Incentive Stock Option Agreements (Team
Members and Officers) under 1992 Stock Option Plan
after February 9, 1995 are incorporated herein by
reference to Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1994.
99.6 Forms of Incentive Stock Option Agreements (Team
Members and Officers) and Non-Qualified Stock Option
Agreements under 1992 Stock Option Plan after January
1, 1997, and Amendments to Existing Agreements under
the 1992 Stock Option Plan are incorporated herein by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1996.
3
<PAGE> 4
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
Alfred A. Pease Board and Director (Principal Executive Officer)
/s/ John G. Zimmerman
- ---------------------------- Vice President and Chief Financial Officer
John G. Zimmerman (Principal Financial Officer)
/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>
4
<PAGE> 5
*
- ----------------------------
Terryll R. Smith Director
*By:/s/ Thomas S. Vaughn
-------------------------
Thomas S. Vaughn
Attorney-in-Fact
5
<PAGE> 6
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 of 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 of 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.
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.
6
<PAGE> 7
24.6 Power of Attorney of Louis R. Ross.
24.7 Power of Attorney of Terryll R. Smith.
99.1 Amended and Restated Perceptron, Inc. 1992 Stock
Option Plan as incorporated herein by reference to
Exhibit 10.53 to the Company's Report on Form 10-Q
for the Quarter Ended September 30, 1996.
99.2 First Amendment to the Amended and Restated
Perceptron, Inc. 1992 Stock Option Plan is
incorporated herein by reference to Exhibit 10.39 to
the Company's Report on Form 10-Q for the Quarter
Ended March 31, 1997.
99.3 Forms of Stock Option Agreements under 1992 Stock
Option Plan, (Team Members and Officers) prior to
February 9, 1995, are incorporated herein by
reference to Exhibit 10.28 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1993.
99.4 Forms of Master Amendments to Stock Option Agreements
(Team Members and Officers) under 1992 Stock Option
Plan, prior to February 9, 1995 are incorporated
herein by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the Year Ended
December 31, 1994.
99.5 Forms of Incentive Stock Option Agreements (Team
Members and Officers) under 1992 Stock Option Plan
after February 9, 1995 are incorporated herein by
reference to Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1994.
99.6 Forms of Incentive Stock Option Agreements (Team
Members and Officers) and Non-Qualified Stock Option
Agreements under 1992 Stock Option Plan after January
1, 1997, and Amendments to Existing Agreements under
the 1992 Stock Option Plan are incorporated herein by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the Year Ended December 31,
1996.
7
<PAGE> 1
[DYKEMA GOSSETT LETTERHEAD]
September 30, 1998 EXHIBIT 5
Perceptron, Inc.
47827 Halyard Drive
Plymouth, Michigan 48170
Re: 1992 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 558,357 shares of the Company's Common Stock, $.01 par value
per share (the "Common Stock"), under the Company's 1992 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 558,357 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
EXHIBIT 23.1
[PRICEWATERHOUSECOOPERS LETTERHEAD]
Consent of PricewaterhouseCoopers LLP
Perceptron, Inc.
47827 Halyard 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.
1992 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.
1992 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.
1992 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.
1992 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 23, 1998 /S/ Robert S. Oswald
--------------------------
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.
1992 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.
1992 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 27, 1998 /S/ Louis R. Ross
-----------------------------------
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.
1992 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, 1998 /S/ Terryll R. Smith
----------------------------------
Terryll R. Smith, Director
