Attached files
| file | filename |
|---|---|
| EX-99.2 - PERCEPTRON INC/MI | v165454_ex99-2.htm |
| EX-10.1 - PERCEPTRON INC/MI | v165454_ex10-1.htm |
| EX-99.1 - PERCEPTRON INC/MI | v165454_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): November 5, 2009
PERCEPTRON,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Michigan
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0-20206
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38-2381442
|
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
|
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of Incorporation)
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File
Number)
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Identification
No.)
|
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47827
Halyard Drive, Plymouth, MI
|
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48170-2461
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (734) 414-6100
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
|
¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
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ENTRY
INTO
A MATERIAL DEFINITIVE
AGREEMENT
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On
November 5, 2009, Perceptron, Inc. (the “Company”) and Comerica Bank, entered
into the Eleventh Amendment to the Credit Agreement (as amended, the “Credit
Agreement”). The Credit Agreement was entered into on October 24,
2002, and was amended by the following: (i) First Amendment dated as of May 20,
2003; (ii) Second Amendment dated as of November 10, 2003; (iii) Third Amendment
dated as of August 23, 2004; (iv) Fourth Amendment dated as of December 29,
2004; (v) Fifth Amendment dated as of October 19, 2005; (vi) Sixth Amendment
dated as of November 6, 2006; (vii) Seventh Amendment dated as of November 20,
2006; (viii) Eighth Amendment dated as of December 20, 2007; (ix) Ninth
Amendment dated as of May 12, 2008; (x) Tenth Amendment dated as of October 23,
2008; and (xi) Eleventh Amendment dated as of October 30, 2009.
The
Eleventh Amendment extends the maturity date until November 1, 2011, increases
the applicable fee percentage related to the unused portion of the revolving
commitment fee to .15% from .075%, sets a fixed applicable margin for
LIBOR-based or Prime Referenced Advances, reduces the base tangible net worth to
$41.4 million as of September 30, 2009, and replaces the Revolving Credit
Note. All other material terms of the Credit Agreement remain in full
force and effect, without waiver or modification. The foregoing is
qualified in its entirety by reference to the Eleventh Amendment, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
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Item 2.02.
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION
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On November 9, 2009, Perceptron, Inc.
(the “Company”) issued a press release announcing the Company’s financial and
operating results for the first quarter ended September 30,
2009. Attached hereto and incorporated by reference as Exhibit 99.1
is the press release relating to such announcement. Such information,
including Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed
“filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such
filing.
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Item
5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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(c) Effective
November 9, 2009, Mr. Richard Price was appointed as Vice President, Commercial
Products Business Unit by the Board of Directors of Perceptron, Inc. (the
“Company”). Mr. Price is an at-will employee of the Company, will
receive an annual base salary of $180,000, is eligible to participate in the
Company’s profit sharing plans and is entitled to receive medical, life and
disability insurance coverage and other benefits available generally to senior
management of the Company. Mr. Price will also receive a $10,000 signing bonus
and a $600 per month car allowance. Mr. Price was awarded, effective
December 1, 2009, an option to purchase 20,000 non-qualified stock options under
the 2004 Stock Incentive Plan to be issued on the current form of the
Non-Qualified Stock Option Agreement Terms for Officers. The options will become
exercisable in four equal annual installments beginning December 1, 2010 at an
exercise price equal to the fair market value of the Company’s Common Stock
as of December 1, 2009.
Mr.
Price, age 42, joins the Company from Teradyne Diagnostic Solutions Ltd., a
supplier of integrated service bay diagnostic and manufacturing test equipment,
where he served as Director of North American Operations and Global OEM Account
Director, from February 2006 to April 2009. Prior to Teradyne, from
August 1996 to February 2006, Mr. Price was the Chief Operating Officer and
Automotive Director for the Dearborn Group, a supplier of high-tech measurement
and monitoring devices that are sold directly to consumers, through channel
partners, and to original equipment manufacturers. There, he was
responsible for sales, manufacturing, and engineering in the United States and
for Dearborn Electronics Ltd. in the United Kingdom.
Mr. Price
holds a master’s degree in business administration (with Distinction) from the
Warwick Business School, Warwick University and a bachelor’s degree in
engineering from Coventry University, both located in the United
Kingdom.
On
November 5, 2009, the Company issued a press release announcing Mr. Price’s
appointment. Attached hereto and incorporated by reference as Exhibit
99.2 is the press release relating to such announcement. Such
information, including Exhibit 99.2 attached hereto under Item 9.01, shall not
be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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C.
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Exhibits.
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Exhibit No.
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Description
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10.1
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Eleventh
Amendment to Credit Agreement, dated October 24, 2002 between
Perceptron, Inc. and Comerica Bank
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|
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99.1
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Press
Release dated November 9, 2009 announcing the Company’s financial and
operating results for the first quarter ended September 30,
2009.
|
|
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99.2
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Press
Release dated November 5, 2009 announcing the Company’s appointment of
Richard Price as Vice President, Commercial Products Business
Unit.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PERCEPTRON,
INC.
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Registrant)
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Date:
November 10, 2009
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/s/ David W.
Geiss
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By:
David W. Geiss
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Title:
Vice President, General Counsel
and
Secretary
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Eleventh
Amendment to Credit Agreement, dated October 24, 2002 between
Perceptron, Inc. and Comerica Bank
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99.1
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Press
Release dated November 9, 2009 announcing the Company’s financial and
operating results for the first quarter ended September 30,
2009.
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99.2
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Press
Release dated November 5, 2009 announcing the Company’s appointment of
Richard Price as Vice President, Commercial Products Business
Unit.
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