<PAGE> 1
As filed with the Securities and Exchange Commission on December 13, 1999
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 J. Garber, Vice President and Chief Financial Officer
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 300,000 shares** $4.00 $1,200,000 $316.80
$.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 December 6, 1999, 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, 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 and the contents of
Registration Statement on Form S-8, file No. 333-6500 1, filed on
September 30, 1998, registering 558,357 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 March 31, 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 Credit Agreement, dated May 28, 1999, between Perceptron,
Inc. and Bank One, Michigan and First Amendment to Credit
Agreement, dated August 24, 1999, are incorporated herein by
reference to Exhibit 4.2 of the Company's Report on Form 10-K
for the Transition Period Ended June 30, 1999.
Other instruments, notes or extracts from agreements defining
the rights of holders of long-term debt of the Company or its
subsidiaries have not been filed because (i) in each case the
total amount of long-term debt permitted thereunder does not
exceed 10% of the Company's consolidated assets, and (ii) the
Company hereby agrees that it will furnish such instruments,
notes and extracts to the Securities and Exchange Commission
upon its request.
4.4 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,
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,
2
<PAGE> 3
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.
4.5 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.
23.1 Consent of PricewaterhouseCoopers LLP.
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 Kenneth R. Dabrowski.
24.4 Power of Attorney of Philip J. DeCocco.
24.5 Power of Attorney of Robert S. Oswald.
24.6 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.
3
<PAGE> 4
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 Stock Option 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.
99.7 Forms of Incentive Stock Option Agreements (Officers) and
Non-Qualified Stock Option Agreements (Officers) under 1992
Stock Option Plan after September 1, 1998 are incorporated by
reference to Exhibit 10.25 of the Company's Report on Form
10-K for the Year Ended December 31, 1998.
99.8 Second Amendment to Amended and Restated 1992 Stock Option
Plan is incorporated by reference to Exhibit 10.26 of the
Company's Report on Form 10-Q for the Quarter Ended March 31,
1999.
99.9 Forms of Incentive Stock Option Agreements (Officers) and
Non-Qualified Stock Option Agreements (Officers) under 1992
Stock Option Plan after September 1, 1999 are incorporated by
reference to Exhibit 10.30 of the Company's Report on Form
10-Q for the Quarter Ended September 30, 1999.
4
<PAGE> 5
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 November 17,1999.
PERCEPTRON, INC.
By: /s/ A.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 November 17, 1999.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ A.A. Pease President, Chief Executive Officer, Chairman of the
- ----------------------------------- Board and Director (Principal Executive Officer)
Alfred A. Pease
/s/ John J. Garber Vice President and Chief Financial Officer
- ----------------------------------- (Principal Financial Officer)
John J. Garber
/s/ Sylvia M. Smith Controller (Principal Accounting Officer)
- -----------------------------------
Sylvia M. Smith
* Director
- -----------------------------------
David J. Beattie
* Director
- -----------------------------------
Kenneth R. Dabrowski
* Director
- -----------------------------------
Philip J. DeCocco
* Director
- -----------------------------------
Robert S. Oswald
* Director
- -----------------------------------
Terryll R. Smith
*By: /s/ Thomas S. Vaughn
-------------------------------
Thomas S. Vaughn
Attorney-in-Fact
</TABLE>
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 March 31, 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 Credit Agreement, dated May 28, 1999, between Perceptron,
Inc. and Bank One, Michigan and First Amendment to Credit
Agreement, dated August 24, 1999, are incorporated herein by
reference to Exhibit 4.2 of the Company's Report on Form 10-K
for the Transition Period Ended June 30, 1999.
Other instruments, notes or extracts from agreements defining
the rights of holders of long-term debt of the Company or its
subsidiaries have not been filed because (i) in each case the
total amount of long-term debt permitted thereunder does not
exceed 10% of the Company's consolidated assets, and (ii) the
Company hereby agrees that it will furnish such instruments,
notes and extracts to the Securities and Exchange Commission
upon its request.
4.4 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,
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.
6
<PAGE> 7
4.5 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 LLP.
24.1 Power of Attorney of Alfred A. Pease.
24.2 Power of Attorney of David J. Beattie.
24.3 Power of Attorney of Kenneth R. Dabrowski.
24.4 Power of Attorney of Philip J. DeCocco.
24.5 Power of Attorney of Robert S. Oswald.
24.6 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 Stock Option 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> 8
99.7 Forms of Incentive Stock Option Agreements (Officers) and
Non-Qualified Stock Option Agreements (Officers) under 1992
Stock Option Plan after September 1, 1998 are incorporated by
reference to Exhibit 10.25 of the Company's Report on Form
10-K for the Year Ended December 31, 1998.
99.8 Second Amendment to Amended and Restated 1992 Stock Option
Plan is incorporated by reference to Exhibit 10.26 of the
Company's Report on Form 10-Q for the Quarter Ended March 31,
1999.
99.9 Forms of Incentive Stock Option Agreements (Officers) and
Non-Qualified Stock Option Agreements (Officers) under 1992
Stock Option Plan after September 1, 1999 are incorporated by
reference to Exhibit 10.30 of the Company's Report on Form
10-Q for the Quarter Ended September 30, 1999.
8
<PAGE> 1
EXHIBIT 5
[DYKEMA GOSSETT LETTERHEAD]
December 13, 1999
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 300,000 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 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
EXHIBIT 23.1
[PRICEWATERHOUSECOOPERS LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
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 August 11, 1999, on our audits of the consolidated
financial statements and financial statement schedule of Perceptron, Inc. and
Subsidiaries (the "Company") as of June 30, 1999, December 31, 1998 and 1997,
and for the six month period ended June 30, 1999 and the years ended December
31, 1998, 1997 and 1996, which report is included in the Company's Transition
Report on Form 10-K for the six month period ended June 30, 1999.
PricewaterhouseCoopers LLP
Detroit, Michigan
December 8, 1999
<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 J. Garber 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: 17 Nov., 1999 /s/ A. 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 J. Garber 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: December 13, 1999 /s/ David J. Beattie
------------------------------
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 J. Garber 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: Nov. 12, 1999 /s/ Kenneth R. Dabrowski
-----------------------------------
Kenneth R. Dabrowski, 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 J. Garber 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: 11/15/1999
/s/ P.J. DeCocco
-----------------------------------------
Philip J. DeCocco, 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 J. Garber 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: 17 Nov, 1999
/s/ R.S. Oswald
--------------------------------------
Robert S. Oswald, 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 J. Garber 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: November 29, 1999
/s/ Terryll R. Smith
----------------------------------------
Terryll R. Smith, Director
