8-K

================================================================================

                                  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): January 10, 2006

                                PPT VISION, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Minnesota
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

                 0-11518                               41-1413354
        ------------------------                   -------------------
        (Commission File Number)                    (I.R.S. Employer
                                                   Identification No.)

                           12988 Valley View Road Eden
                            Prairie, Minnesota 55344
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (952) 996-9500

Check the appropriate box below 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):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



Items under Sections 1-2, 4, 6-8 are not applicable and therefore omitted.

ITEM 3.01.   NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.

On January 10, 2006, the Board of Directors of PPT Vision, Inc. (the "Company")
authorized the Company to remove its common stock from listing on the Nasdaq
Capital Market and to transfer the Company's common stock to quotation on the
OTC Bulletin Board with the anticipated effective date of the change to be
January 23, 2006. A copy of the press release relating to this action is
attached as Exhibit 99.1

ITEM 5.02.   DEPARTURE OF DIRECTOR OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On January 10, 2006, two directors of the Company, David C. Malmberg and Benno
G. Sand, advised the Company that they would not stand for reelection at the
2006 Annual Meeting of Shareholders. The Company intends to nominate for
reelection at the 2006 Annual Meeting of Shareholders its remaining three
directors, Joseph C. Christenson, Robert W. Heller and Peter R. Peterson.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.   Description
- -----------   ------------------------------------------------------------------
99.1          Press Release issued by PPT Vision, Inc. on January 17, 2006.



                                    SIGNATURE

        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, thereunto duly authorized.

                                             PPT VISION, INC.


                                             By: /s/ Joseph C. Christenson
                                                 -------------------------------
                                                 Joseph C. Christenson
                                                 President

Dated: January 17, 2006

EX-99.1

                                                                    Exhibit 99.1

                 PPT VISION ANNOUNCES MOVE TO OTC BULLETIN BOARD

    MINNEAPOLIS, Jan. 17 /PRNewswire-FirstCall/ -- PPT VISION, Inc.
(Nasdaq: PPTV) announced today that the Company's common stock will commence
trading on the OTC Bulletin Board beginning on January 23, 2006 under the
symbol [PPTV.OB].

    PPT VISION is currently in compliance with the listing requirements of the
Nasdaq Capital Market. PPT VISION had shareholders' equity of $2.55 million as
of its fiscal year ending October 31, 2005, which is slightly higher than the
$2.5 million minimum shareholders' equity required for continued inclusion on
the Nasdaq Capital Market. The Company expects to incur a net loss, however, in
the first quarter of its 2006 fiscal year that would drop its shareholders'
equity below $2.5 million minimum required for continued listing. Therefore, the
Company's Board of Directors decided to move trading in the Company's common
stock from the Nasdaq Capital Market to the OTC Bulletin Board, rather than
raising additional capital in the form of equity at this time for the sole
purpose of meeting the Nasdaq Capital Market minimum shareholders' equity
requirement.

    "As we have stated before, PPT VISION will be required to raise capital to
meet it's liquidity requirements if sales do not increase substantially in
fiscal year 2006 compared to sales in fiscal year 2005. However, we believe that
it is in our shareholders best interest that the Company raise capital in the
amount needed and at the point in time that it is needed, based on the progress
the Company demonstrates with it business plan over the course of fiscal year
2006. In this way, the Company can minimize shareholder dilution as rather than
raising more capital than is needed before it is needed, for the sole purpose of
meeting the Nasdaq requirement," stated Mr. Joe Christenson, the President of
PPT VISION.

    About PPT VISION

    PPT VISION, Inc. ("the Company") designs, manufactures, and markets
camera-based intelligent systems for automated inspection in manufacturing
applications. The Company's products, commercially known as machine vision
systems, enable manufacturers to realize significant economic paybacks by
increasing the quality of manufactured parts and improving the productivity of
manufacturing processes. The Company's machine vision product line is sold on a
global basis to end-users, system integrators, distributors and original
equipment manufacturers (OEM's) primarily in the electronic and semiconductor
component, automotive, medical device, and packaged goods industries. For more
information, please see the PPT VISION, Inc. web site at
http://www.pptvision.com .

    Forward Looking Statements

    The discussion above contains forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Company's expectations, beliefs, intentions and strategies
regarding the future. Forward-looking statements include, without limitation,
statements regarding the extent and timing of future revenues and expenses and
customer demand. All forward-looking statements included in this document are
based on information available to the Company as of the date hereof, and the
Company assumes no obligation to update any such forward- looking statements.



    The Company's actual results are subject to risks and uncertainties and
could differ materially from those discussed in the forward-looking statements.
These statements are based upon the Company's expectations regarding a number of
factors, including the limited trading market for the Company's common stock on
the OTC Bulletin Board, and the potential for low volume and price disruption in
the market for the Company's common stock during the transition to the OTC
Bulletin Board, the Company's ability to obtain additional working capital if
necessary to support its operations, the success of the Company's new IMPACT
machine vision micro-system, changes in worldwide general economic conditions,
cyclicality of capital spending by customers, the Company's ability to keep pace
with technological developments and evolving industry standards, worldwide
competition, and the Company's ability to protect its existing intellectual
property from challenges from third parties. A detailed description of the
factors that could cause future results to materially differ from the Company's
recent results or those projected in the forward-looking statements are
contained in the section entitled "Description of Business" under the caption
"Important Factors Regarding Forward-Looking Statements" contained in its filing
with the Securities and Exchange Commission on Form 10-KSB for the year ended
October 31, 2004 and other reports filed with the Securities and Exchange
Commission.

SOURCE  PPT VISION, Inc.
    -0-                             01/17/2006
    /CONTACT:  Joseph C. Christenson, President and Chief Financial Officer,
of PPT VISION, Inc., +1-952-996-9500, e-mail: ir@pptvision.com /
    /Web site:  http://www.pptvision.com /
    (PPTV)