8-K 1 k00251e8vk.txt CURRENT REPORT, DATED NOVEMBER 18, 2005 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 18, 2005 PERCEPTRON, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) MICHIGAN 0-20206 38-2381442 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 47827 Halyard Drive, Plymouth, MI 48170-2461 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 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): [ ] 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 November 18, 2005, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that, pursuant to its previously announced stock purchase program, it has repurchased 343,400 shares of its common stock through an open market block transaction in accordance with Rule 10b-18. The shares were acquired at a price of $6.90 per share, for a total cost of approximately $2.4 million. On September 12, 2005, the Company's Board of Directors authorized a $5.0 million common stock repurchase program, under which approximately $2.3 million remains as of November 18, 2005. Pursuant to the authorization, the Company may purchase shares from time to time in the open market or through privately negotiated transactions during the remainder of fiscal year 2006. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS C. Exhibits. Exhibit No. Description 99.1 Press Release dated November 18, 2005 announcing the Company's repurchase of 343,300 shares of its common stock through an open market block transaction. 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: November 18, 2005 /s/ John J. Garber ----------------------------------- By: John J. Garber Title: Vice President EXHIBIT INDEX
Exhibit Number Description ------- ----------- 99.1 Press Release dated November 18, 2005 announcing the Company's repurchase of 343,300 shares of its common stock through an open market block transaction.