S-8

As filed with the Securities and Exchange Commission on March 13, 2008

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PPT VISION, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1413345
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

12988 Valley View Road

Eden Prairie, MN  55344

(Address of Principal Executive Offices and zip code)

PPT VISION, INC. 2007 STOCK INCENTIVE PLAN

(Full title of the Plan)

	Copy to:
Joseph C. Christenson	Thomas G. Lovett, IV
President and Chief Executive Officer	Lindquist & Vennum P.L.L.P.
PPT VISION, Inc.	4200 IDS Center
12988 Valley View Road	80 South Eight Street
Eden Prairie, MN 55344	Minneapolis, MN 55402
(952) 996-9500	(612) 371-3211
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated file” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated file	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed
		Maximum			Proposed
		Offering			Maximum			Amount of
	Amount to be	Price Per			Aggregate			Registration
Title of Securities to be Registered	Registered	Share			Offering Price			Fee
Common stock, $.10 par value to be	1,000,000	$	.10	(1)	$	100,000	(1)	$	3.87
issued pursuant to the PPT VISION, Inc.
2007 Stock Incentive Plan
					Fees:$ 3.87

(1)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the last sale price of the Company’s common stock on the OTC Bulletin Board on March 11, 2008.

INTRODUCTION

This Registration Statement on Form S-8 is filed by PPT VISION, Inc., a Minnesota corporation, to register 1,000,000 shares of its common stock issuable under its 2007 Stock Incentive Plan.

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE

A Registration Statement on Form S-8 (File No. 333-141310) was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2007 covering the registration of 300,000 shares of the Common Stock, under the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 1,000,000 shares authorized under the 2007 Plan. The contents of the prior Registration Statement are incorporated herein by reference.

PART I

Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

PART II

Item 3.Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

(a)The Annual Report of the Company on Form 10-KSB for the fiscal year ended October 31, 2007, which contains audited financial statements for the most recent fiscal year for which statements have been filed;

(b)The Definitive Proxy Statement dated February 8, 2008 for the March 10, 2008 Annual Meeting of shareholders;

(c)All other reports filed by PPT Vision pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in paragraph (a) above; and

(c)The description of the Company’s common stock as set forth under the caption “Capital Stock” in the Company’s Registration Statement on Form S-2, as amended (File No. 333-03755) filed May 15, 1996, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.Description of Securities.

The description of the Company’s common stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

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Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Article 8 of the Company’s Amended and Restated Articles of Incorporation provides that a director of the Company is not liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under Section 302A.559 or 80A.23 of Minnesota Statutes; or (iv) for any transaction from which the director derived any improper personal benefit. Article 6 of the Company’s Bylaws requires, among other things, the indemnification of persons made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including attorneys’ fees) if such person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best interests of the Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful.

Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

(1)Has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(2)Acted in good faith;

(3)Received no improper personal benefit and section 302A.255 (Director Conflicts of Interest), if applicable, has been satisfied;

(4)In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

(5)In the case of acts or omissions occurring in the official capacity described in § 302A.521, subdivision 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity described in§ 302A.521, subdivision 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best interests of the corporation. If the person’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

Item 7.Exemption from Registration Claimed.

Not applicable.

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Item 8.Exhibits. (Filed electronically herewith)

Exhibits

4.1PPT VISION, Inc. 2007 Stock Incentive Plan incorporated by reference from the Definition Proxy Statement dated January 25, 2008, for the PPT Vision, Inc. 2008 Annual Meeting of Shareholders

5.1Opinion and Consent of Lindquist & Vennum P.L.L.P.

23.1Consent of Virchow, Krause & Company, LLP

24.1Power of Attorney (included on signature page)

Item 9.Undertakings.

(a)The Company hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(iii)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.

(2)That, for purposes 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.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

(h)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 person 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certified 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 Eden Prairie, State of Minnesota, on March 13, 2008.

PPT VISION, INC.
By	/s/ Joseph C. Christenson
	Joseph C. Christenson, President,
	Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

The undersigned officers and directors of PPT VISION, Inc. hereby constitute and appoint Joseph C. Christenson with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable 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 said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on March 13, 2008.

Signatures

/s/ Joseph C. Christenson

Joseph C. Christenson, President,

Chief Executive Officer

(Principal Executive Officer) and

Director

/s/ Robert W. Heller

Robert W. Heller, Director

/s/ Peter R. Peterson

Peter R. Peterson, Director

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EX-5.1

EXHIBIT 5.1

March 13, 2008

PPT VISION, Inc.

12988 Valley View Road

Eden Prairie, MN  55344

Re:Opinion of Counsel as to the legality of 1,000,000 shares of common stock to be registered under the Securities Act of 1933

Ladies and Gentlemen:

This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 1,000,000 shares of common stock, $.10 par value per share, of PPT VISION, Inc. (the “Company”) to be issued pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”).

As counsel for the Company, we advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 1,000,000 shares of common stock to be offered to officers, directors, employees and consultants by the Company under the Plans will, when paid for and issued, be duly authorized, validly issued and lawfully outstanding, fully paid and nonassessable shares of common stock of the Company.

The undersigned hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933.

Very truly yours,

LINDQUIST & VENNUM P.L.L.P.

/s/ Lindquist & Vennum P.L.L.P.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 2008 (which report expresses an unqualified opinion and includes an emphasis of a matter paragraph related to matter that raise substantial doubt about the ability of PPT Vision, Inc. to continue as a going concern) relating to the financial statements that appear in PPT Vision, Inc.’s Annual Report on Form 10-KSB for the year ended October 31, 2007.

/s/ VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota

March 13, 2008