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): SEPTEMBER 12, 2005

                                PERCEPTRON, INC.
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               (Exact Name of Registrant as Specified in Charter)

MICHIGAN                            0-20206                  38-2381442
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(State or Other Jurisdiction        (Commission              (IRS Employer
    of Incorporation)               File Number)             Identification No.)

47827 Halyard Drive, Plymouth, MI                             48170-2461
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(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code (734) 414-6100

                                 Not Applicable
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          (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):

[ ]      Written communication 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 communication pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b)

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






Item 8.01 OTHER EVENTS

         On September 12, 2005, the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1, announcing that its Board of Directors
has authorized a $5.0 million common stock repurchase program. Pursuant to the
authorization, Perceptron may purchase shares from time to time in the open
market or through privately negotiated transactions during the remainder of
fiscal year 2006. The Company also announced that it has entered into a Rule
10b5-1 trading plan ("Repurchase Plan") with Barrington Research Associates,
Inc. to purchase up to $5.0 million of the Company's common stock during fiscal
year 2006 (less the dollar amount of purchases by the Company outside the
Repurchase Plan), in open market or privately negotiated transactions, in
accordance with the requirements of Rule 10b-18.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C.       Exhibits.

         Exhibit No.       Description

         99.1              Press Release dated September 12, 2005 announcing the
                           Company's authorization to commence a stock
                           repurchase program and enter into a Rule 10b5-1
                           Repurchase Program with Barrington Research
                           Associates, Inc.


                                   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:  September 12, 2005                    /s/ A. A. Pease
                                            -----------------------------------
                                            By:    Alfred A. Pease
                                            Title: President






                                  EXHIBIT INDEX
                                  -------------



Exhibit
Number                     Description
- -------                    -----------

                        
99.1                       Press Release dated September 12, 2005 announcing the
                           Company's authorization to commence a stock
                           repurchase program and enter into a Rule 10b5-1
                           Repurchase Program with Barrington Research
                           Associates, Inc.

EX-99.1

                                                                    EXHIBIT 99.1

(PERCEPTRON LOGO)


Contact: John J. Garber
Vice President of Finance and CFO
734 414-6100



                  PERCEPTRON ANNOUNCES STOCK REPURCHASE PROGRAM


PLYMOUTH, MICHIGAN, SEPTEMBER 12, 2005 - PERCEPTRON, INC. (NASDAQ: PRCP) today
announced that its Board of Directors has approved a program to purchase shares
of its common stock during Fiscal Year 2006.

The Board approved a sum of up to $5.0 million to be used for this purpose. The
Company may buy shares of its Common Stock on the open market or in privately
negotiated transactions from time to time, based on market prices. This program
may be discontinued at any time.

The Board also authorized the Company to enter into a Rule 10b5-1 trading plan
("Repurchase Plan") with Barrington Research Associates, Inc. to purchase up to
$5.0 million of the Company's common stock during fiscal year 2006 (less the
dollar amount of purchases by the Company outside the Repurchase Plan), in open
market or privately negotiated transactions, in accordance with the requirements
of Rule 10b-18.

Alfred A. Pease, Chairman, President and Chief Executive Officer, commented,
"This action taken by Perceptron's Board of Directors reflects continued
confidence in the Company, its markets and its products."



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 225 employees
worldwide, with operations in the United States, Germany, France, Spain, Brazil,
and Japan. For more information, please visit www.perceptron.com.



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    47827 Halyard Drive o Plymouth, Michigan 48170 o Phone 734-414-6100 o Fax
                                  734-414-4700