-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArMeaXbY8+pAZ0RdhXEH0imxJ02k0+RceAT8/QKe6YA1S2cnvWJIrzO3xAaCXQH4 5zuaip2i8FZnz2OCMFixOA== 0000950124-03-001223.txt : 20030416 0000950124-03-001223.hdr.sgml : 20030416 20030416114439 ACCESSION NUMBER: 0000950124-03-001223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERCEPTRON INC/MI CENTRAL INDEX KEY: 0000887226 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 382381442 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20206 FILM NUMBER: 03651924 BUSINESS ADDRESS: STREET 1: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 BUSINESS PHONE: 3134144816 MAIL ADDRESS: STREET 1: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 8-K 1 k76213e8vk.txt CURRENT REPORT DATED APRIL 16, 2003 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): April 16, 2003 PERCEPTRON, INC. ------------------------------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN ------------------------------------------------------------------------------ (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-20206 38-2381442 - ------------------------ ------------------------------------ (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 47827 HALYARD DRIVE, PLYMOUTH, MICHIGAN 48170-2461 ------------------------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (734) 414-6100 ------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits. No. Description 99.1 Press Release dated April 16, 2003 Item 9. REGULATION FD DISCLOSURE The following information required to be disclosed pursuant to Item 12- "Results of Operation and Financial Condition" is being furnished under Item 9- "Regulation FD Disclosure" and Item 12 "Results of Operation and Financial Condition" in accordance with the Securities and Exchange Commission's Final Rule Release No. 33-8216. On April 16, 2003, Perceptron announced that it expects to report sales of approximately $15.9 million for the third quarter ended March 31, 2003 compared with sales of $9.8 million for the same period one year ago. Attached hereto and incorporated by reference is the press release relating to such announcement. 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. PERCEPTRON, INC. (Registrant) Date: April 16, 2003 /s/ Alfred A. Pease ----------------------------------- By: Alfred A. Pease Title: Chairman, President and Chief Executive Officer EXHIBIT INDEX -------------- Exhibit Number Description - ------- ----------- 99.1 Press release dated April 16, 2003. EX-99.1 3 k76213exv99w1.txt PRESS RELEASE DATED APRIL 16, 2003 EXHIBIT 99.1 [PERCEPTRON LOGO] FOR IMMEDIATE RELEASE CONTACTS: Michael Blood Chris Stinson Perceptron AutoPR (734) 414-4735 (248) 656-2388 mblood@perceptron.com cstinson@auto-pr.com PERCEPTRON ANNOUNCES BETTER THAN EXPECTED REVENUE FOR THE THIRD QUARTER OF FISCAL YEAR 2003 PLYMOUTH, MICHIGAN, APRIL 16 2003 - PERCEPTRON, INC. (NASDAQ: PRCP) today announced, in advance of its normal earnings report in early May, that it expects sales of approximately $15.9 million for the third quarter ended March 31, 2003, compared with sales from continuing operations of $9.8 million for the quarter ended March 31, 2002. Sales will be significantly better than expected primarily due to the high level of AutoGauge(TM) systems' sales of approximately $9.3 million in Europe compared with $3.8 million one year ago. The Company's European subsidiary benefited from several new vehicle tooling programs as well as the strength of the Euro against the U.S. Dollar when compared with the same quarter one year ago. The Company is in the process of completing the consolidation of its financial statements. While operating income is expected to improve consistent with the higher level of sales, pre-tax income will be reduced by booking a charge of approximately $2.4 million for the arbitration damage award against Perceptron B.V., a wholly owned subsidiary of the Company. The arbitration award was previously announced in the Company's press release dated February 25, 2003. Perceptron has asked the French arbitrator to evaluate what it considers to be errors and inconsistencies in the award and to modify or clarify it. The Company also expects to report strong new order bookings of approximately $14.0 million during the third quarter compared with new order bookings of $17.0 million in the second quarter of fiscal 2003, and new order bookings of $9.0 million for the quarter ended March 31, 2002. The high level of bookings for both fiscal year 2003 quarters primarily reflected orders for AutoGauge(TM) systems related to new vehicle programs. In the near term the Company expects new orders to return to more normal levels consistent with the current economic climate. ABOUT PERCEPTRON Perceptron produces information-based process improvement solutions for industry as well as technology components for non-contact measurement and inspection applications. Automotive and manufacturing companies throughout the world rely on Perceptron's process management solutions to help them improve quality, shorten product launch times and reduce overall manufacturing costs. Headquartered in Plymouth, Michigan, Perceptron has approximately 215 employees worldwide, with facilities in the United States, Germany, Netherlands, France, Brazil, and Japan. For more information, please visit www.perceptron.com SAFE HARBOR STATEMENT Certain statements in this press release may be "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, including the Company's expectation as to fiscal 2003 third quarter and future revenue, order booking levels and earnings levels. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. Actual results could differ materially from those in the forward-looking statements due to a number of uncertainties in addition to those set forth in the press release, including, but not limited to, the dependence of the Company's revenue on a number of sizable orders from a small number of customers, the timing of orders and shipments which can cause the Company to experience significant fluctuations in its quarterly and annual revenue, order bookings, and operating results, timely receipt of required supplies and components which could result in delays in anticipated shipments, general product demand and market acceptance risks, the ability of the Company to successfully compete with alternative and similar technologies, the timing and continuation of the Automotive industry's retooling programs, the ability of the Company to resolve technical issues inherent in the development of new products and technologies, the ability of the Company to identify and satisfy market needs, general product development and commercialization difficulties, the ability of the Company to attract and retain key personnel, especially technical personnel, the quality and cost of competitive products already in existence or developed in the future, the level of interest existing and potential new customers may have in new products and technologies generally, rapid or unexpected technological changes, the effect of economic conditions, particularly economic conditions in the domestic and worldwide Automotive industry, which has from time to time been subject to cyclical downturns due to the level of demand for, or supply of, the products produced by companies in this industry, and the impact of cost reduction initiatives on the Company's revenues, order bookings and earnings. The Company's expectations regarding future order bookings and revenues are based upon oral discussions with customers and are subject to change based upon a wide variety of factors, including economic conditions and system implementation delays. Certain of these new orders have been delayed in the past and could be delayed in the future. Because the Company's products are typically integrated into larger systems or lines, the timing of new orders is dependent on the timing of completion of the overall system or line. In addition, because the Company's products have shorter lead times than other components and are required later in the process, orders for the Company's products tend to be given later in the integration process. # # # -----END PRIVACY-ENHANCED MESSAGE-----