<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.
Directors 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
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 150,000 shares** $4.00 $600,000 $158.40
$.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. 333-00444,
filed January 22, 1996, registering 112,500 shares of Common Stock of
the Company, par value $.01 per share, to be issued pursuant to the
Company's Directors Stock Option Plan.
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 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 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 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 to
the Company's Report on Form 10-Q for the Quarter Ended
September 30, 1992.
2
<PAGE> 3
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.
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.
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.
3
<PAGE> 4
24.5 Power of Attorney of Robert S. Oswald.
24.6 Power of Attorney of Terryll R. Smith.
99.1 Amendment and Restated Directors Stock Option Plan is
incorporated by reference to Exhibit 10.56 to the Company's
Report on Form 10-Q for the Quarter Ended September 30, 1996.
99.2 Form of Non-Qualified Stock Option Agreements and Amendments
under the Directors Stock Option Plan is incorporated by
reference to Exhibit 10.27 to the Company's Annual Report on
Form 10-K for the Year Ended December 31, 1996.
99.3 First Amendment to Amended and Restated Directors Stock
Option Plan is incorporated by reference to Exhibit 10.27 of
the Company's Report on Form 10-Q for the Quarter Ended March
31, 1999.
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 herein, 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 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.
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.
Signature Title
/s/ A.A. Pease President, Chief Executive Officer,
- ---------------------------- Chairman of the Board and Director
Alfred A. Pease (Principal Executive Officer)
/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
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 to 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 to
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.
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.
6
<PAGE> 7
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 Amendment and Restated Directors Stock Option Plan is
incorporated by reference to Exhibit 10.56 to the Company's
Report on Form 10-Q for the Quarter Ended September 30, 1996.
99.2 Form of Non-Qualified Stock Option Agreements and Amendments
under the Directors Stock Option Plan is incorporated by
reference to Exhibit 10.27 to the Company's Annual Report on
Form 10-K for the Year Ended December 31, 1996.
99.3 First Amendment to Amended and Restated Directors Stock
Option Plan is incorporated by reference to Exhibit 10.27 of
the Company's Report on Form 10-Q for the Quarter Ended March
31, 1999.
7
<PAGE> 1
[DYKEMA GOSSETT LETTERHEAD]
EXHIBIT 5
December 13, 1999
Perceptron, Inc.
47827 Halyard Drive
Plymouth, Michigan 48170
Re: Directors 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 150,000 shares
of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), under the Company's Directors 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
150,000 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.
Directors 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.
Directors 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.
Directors 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.
Directors 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.
Directors 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.
Directors 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
