-----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, UP/0/rg9hHdyxteLH5akxFA58gfjm9rs72p6c9EcCFFg4mcgVy5NBNlduEJm84m+ xGzz6pClwjLszWmo3sfcUg== 0000950124-99-005652.txt : 19991103 0000950124-99-005652.hdr.sgml : 19991103 ACCESSION NUMBER: 0000950124-99-005652 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991102 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-20206 FILM NUMBER: 99739570 BUSINESS ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 BUSINESS PHONE: 3134144816 MAIL ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 10-K/A 1 FORM 10-K AMENDMENT NO. 1 1 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OR [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JANUARY 1, 1999 TO JUNE 30, 1999. COMMISSION FILE NUMBER: 0-20206 PERCEPTRON, INC. (Exact name of registrant as specified in its charter) Michigan 38-2381442 (State or other jurisdiction or (I.R.S. Employer incorporation or organization) Identification No.) 47827 Halyard Drive Plymouth, Michigan 48170-2461 (734) 414-6100 (Registrant's telephone number, including area code) Securities registered pursuant to section 12(b) of the act: None Securities registered pursuant to section 12(g) of the act: COMMON STOCK, $0.01 PAR VALUE RIGHTS TO PURCHASE PREFERRED STOCK (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on September 15, 1999, as reported by The Nasdaq Stock Market, was approximately $32,600,000 (assuming, but not admitting for any purpose, that all directors and executive officers of the registrant are affiliates). The number of shares of Common Stock, $0.01 par value, issued and outstanding as of September 15, 1999, was: 8,169,152. - -------------------------------------------------------------------------------- 2 ITEM 11: COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS DIRECTORS All of the members of the Board of Directors who are not employed by the Company (other than the Chairman of the Board) (the "Eligible Directors") receive an annual retainer of $10,000, paid quarterly in the amount of $2,500. All Eligible Directors who serve on more than one committee of the Board of Directors receive $2,000 for each committee in excess of one on which he serves. All Eligible Directors receive $1,250 for each Board meeting attended. In addition, directors are reimbursed for their out-of-pocket expenses incurred in attending Board and committee meetings. Directors are also eligible to participate in the Company's 1992 Stock Option Plan (the "1992 Plan"). All Eligible Directors participate in the Directors Stock Option Plan (the "Directors Plan"). Any Eligible Director who is first elected or appointed after February 9, 1995 will receive an option to purchase 15,000 shares of Common Stock on the date of his or her election or appointment ("Initial Option"). In addition, each Eligible Director who has been a director for six months before the date of each Annual Meeting of Shareholders held during the term of the Directors Plan automatically will be granted, as of the date of such Annual Meeting, an option to purchase an additional 3,000 shares of Common Stock except in 1999 (an "Annual Option"). In 1999, each Eligible Director received an option to purchase an additional 10,000 shares of Common Stock. The Directors Plan expires on February 9, 2005. The exercise price of options granted under the Directors Plan is equal to the average closing price of the Company's Common Stock as quoted on The Nasdaq Stock Market's National Market for the last five trading days of the month in which the date of grant of the option occurs. Each option granted under the Directors Plan as an Initial Option becomes exercisable in full on the first anniversary of the date of grant. Options granted as Annual Options become exercisable in three annual increments of 33 1/3% of the shares subject to the option. The exercisability of such options is accelerated in the event of the occurrence of certain changes in control of the Company. All options granted under the Plan are exercisable for a period of ten years from the date of grant, unless earlier terminated due to the termination of the Eligible Director's service as a director of the Company. 2 3 EXECUTIVE OFFICERS SUMMARY COMPENSATION TABLE The following table sets forth certain information as to compensation paid by the Company for services rendered in all capacities to the Company and its subsidiaries during the six-month transition period ended June 30, 1999 and fiscal years ended December 31, 1996, 1997, and 1998 to (i) the Company's Chief Executive Officer, and (ii) the Company's executive officers at June 30, 1999 (other than the Chief Executive Officer) whose aggregate annual salary and bonus are expected to exceed $100,000 for the 1999 calendar year. SUMMARY COMPENSATION TABLE
Long-Term Compensation Annual Compensation Awards ----------------------------------------------------- ------------ Name and Other Annual All Other Principal Position Year Salary($) Bonus($) Compensation($)(1) Options(#) Compensation($) ------------------ ---- --------- -------- ------------------ ---------- --------------- Alfred A. Pease 1996 175,000 104,778 42,120 (3) 200,000 51,177 (4) President, Chief 1997 214,000 37,878 20,821 (3) 30,000 29,925 (5) Executive Officer 1998 230,000 0 0 -- 6,800 (6) and Chairman of the 1999 115,000 0 0 25,000 5,000 (8) Board (2) John J. Garber 1999 60,615 15,000 (9) 0 35,000 391 (8) Vice President Finance and Chief Financial Officer (9) Dean J. Massab 1998 123,788 0 0 30,000 5,153 (6) Vice President 1999 68,023 0 0 -- 2,825 (8) Automotive Business Unit (10) Frank H. W. Schoenwitz 1998 132,917 25,000 (11) 133,025 (12) 33,000 82,595 (6)(7) Vice President 1999 72,500 0 65,705 (12) -- 7,168 (8) European Business Unit (11)
- -------------------------- (1) Perquisites and other personal benefits were provided to all of the persons named in the Summary Compensation Table. Disclosure of such amounts is not required because such amounts were less than 10% of the total annual salary and bonuses reported for each of the respective individuals for each period presented. (2) Mr. Pease became President and Chief Executive Officer in February 1996 and Chairman of the Board in July 1996. (3) Includes payment of certain tax "gross up" amounts of $42,120 and $20,821 for certain taxable income received by Mr. Pease in 1996 and 1997 as described under "All Other Compensation." (4) "All Other Compensation" includes reimbursements for temporary housing, moving and travel expenses related to Mr. Pease's relocation to Michigan in 1996 totaling $22,925 and reimbursements for closing costs in the amount of $28,252 related to the sale of Mr. Pease's former residence in 1996. (5) "All Other Compensation" includes (i) $23,396 of reimbursements for closing costs relating to Mr. Pease's purchase of a new residence in 1997 following his relocation to Michigan; (ii) $4,750 in contributions made by the Company to Mr. Pease's account under the Company's 401(k) Plan with respect to the fiscal year ended December 31, 1997; and (iii) the dollar value of any life insurance premiums paid by the Company in the fiscal year ended December 31, 1997 with respect to term life insurance for the benefit of Mr. Pease of $1,779. (6) "All Other Compensation" is comprised of (i) contributions made by the Company to the accounts of the named executive officers under the Company's 401(k) Plan with respect to the fiscal year ended December 31, 1998 as follows: Mr. Pease $5,000; and Mr. Massab $4,750; and (ii) the dollar value of any life insurance premiums paid by the Company in the fiscal year ended December 31, 1998 with respect to term life insurance for the benefit of the named executives as follows: Mr. Pease $1,800; Mr. Massab $403; and Mr. Schoenwitz $3,613. 3 4 (7) "All Other Compensation" includes reimbursements for temporary housing, moving and travel expenses related to Mr. Schoenwitz's relocation to Germany and reimbursements for closing costs in 1998 totaling $78,982. (8) "All Other Compensation" is comprised of (i) contributions made by the Company to the accounts of the named executive officers under the Company's 401(k) Plan with respect to the six-month transition period ended June 30, 1999 as follows: Mr. Pease $5,000; and Mr. Massab $2,624; (ii) the dollar value of any life insurance premiums paid by the Company in the six-month transition period ended June 30, 1999 with respect to term life insurance for the benefit of the named executives as follows: Mr. Garber $391; Mr. Massab $201; and Mr. Schoenwitz $2,168; and (iii) reimbursements of moving costs related to Mr. Schoenwitz's relocation to Germany of $5,000. (9) Mr. Garber received a signing bonus when he became Vice President - Finance and Chief Financial Officer in February 1999. (10) Mr. Massab became Vice President - Automotive Business Unit in June 1998. (11) Mr. Schoenwitz received a signing bonus when he became Vice President - European Business Unit in February 1998. (12) "Other Annual Compensation" for 1998 includes, $85,807 of tax "gross up" amounts, $31,503 of educational allowance, $9,946 of housing allowance and $5,769 of medical allowance. "Other Annual Compensation" for 1999 includes, $34,255 of tax "gross up" amounts, $12,592 of educational allowance, $11,935 of housing allowance and $6,923 of medical allowance. GRANTS OF OPTIONS The following table sets forth certain information concerning individual grants of stock options to each of the persons named in the Summary Compensation Table made during the six-month transition period ended June 30, 1999. All grants described in the following table were made under the Company's 1992 Stock Option Plan and contain the Option Acceleration Provision (as defined under "Item 11 -- Compensation of Directors and Officers -- Executive Officers -- Termination of Employment and Change of Control Arrangements"). OPTION GRANTS IN TRANSITION PERIOD
Potential Realizable Value At Assumed Individual Grants Annual Rates of -------------------------------------- Stock Price Number of Percent of Total Appreciation for Securities Options Granted To Exercise or Option Term(3) Underlying Option Employees In Base Price Expiration -------------------- Name Granted(#) Fiscal Year(1) ($/Sh) Date(2) 5%($) 10%($) - ------------------------ ----------------- -------------------- ------ ------- ----- ------ Alfred A. Pease 25,000(4) 35.7 6.20 12/31/08 114,786 274,589 John J. Garber 35,000(5) 50.0 5.24 02/28/09 126,586 310,138 Dean J. Massab 0 0 -- -- -- -- Frank H. W. Schoenwitz 0 0 -- -- -- --
- ------------------------ (1) Options to purchase a total of 70,000 shares of Common Stock were granted to team members in the six-month transition period ended June 30, 1999. (2) Options expire on the date indicated, or, if earlier, one year after the optionee's death or permanent disability or three months after the optionee's termination of employment. (3) Represents the value of such options at the end of its ten year term (without discounting to present value) assuming the market prices of the Common Stock appreciates from the grant date at an annually compounded rate of 5% or 10%. These amounts represent rates of appreciation only. Actual gains, if any, will be dependent on overall market conditions and on the future performance of the Common Stock. There can be no assurance that the amounts reflected in this table will be achieved. (4) Consists of 12,500 of nonqualified options and 12,500 of incentive stock options. Nonqualified options become exercisable in two annual installments of 6,250 shares of Common Stock beginning January 1, 2000. The Incentive Stock Options become exercisable in two annual installments of 6,250 shares of Common Stock beginning on January 1, 2002. (5) Consists of 35,000 of incentive stock options. The Incentive Stock Options become exercisable in four annual installments of 8,750 shares of Common Stock beginning March 1, 2000. 4 5 EXERCISE AND VALUE OF OPTIONS The following table sets forth certain information concerning exercises of stock options during the six-month transition period ended June 30, 1999 by each of the persons named in the Summary Compensation Table and the number of and the value of unexercised stock options held by such persons as of June 30, 1999 on an aggregated basis. AGGREGATED OPTION EXERCISES IN TRANSITION PERIOD AND FISCAL YEAR-END OPTION VALUES
Number of Securities Underlying Value of Unexercised Unexercised Options In-the-Money Options Shares at Fiscal Year-End(#) at Fiscal Year-End ($)(1) Acquired on Value -------------------------- ------------------------- Name Exercise(#) Realized($)(2) Exercisable Unexercisable Exercisable Unexercisable - ----------------------- ----------- -------------- ----------- ------------- ----------- ------------- Alfred A. Pease ........... 0 0 157,500 97,500 0 0 John J. Garber ........... 0 0 0 35,000 0 0 Dean J. Massab ........... 0 0 14,502 51,998 0 0 Frank H.W. Schoenwitz...... 0 0 7,500 25,500 0 0
- ----------------- (1) Represents the total gain which would have been realized if all such options had been exercised on June 30, 1999. (2) Represents the fair market value of the shares of Common Stock relating to exercised options, as of the date of exercise, less the exercise price of such options. EMPLOYMENT AGREEMENTS Mr. Pease serves in his present capacity pursuant to the terms of an employment agreement. Mr. Pease's agreement provides for an annual base salary of $200,000, subject to increase at the discretion of the Management Development and Compensation Committee ("Management Development Committee"), benefits comparable to the Company's other executive officers, including life, disability and health insurance and the use of a Company leased automobile and an annual performance bonus target level of 60% of his base salary. Mr. Pease's base salary for 1999 is $230,000 and he will receive reimbursement of reasonable monthly club dues. In addition, such agreement provides for the reimbursement of temporary housing, travel and relocation expenses incurred by Mr. Pease, including moving expenses, real estate brokerage commissions and certain closing and loan costs associated with the sale of Mr. Pease's prior residence and purchase of a new residence in the state of Michigan and certain incidental expenses related to the relocation, plus a payment equal to the income taxes payable by Mr. Pease as a result of the receipt of such reimbursements and tax payment. In the event Mr. Pease's employment is terminated without cause, his salary and benefits will continue for twelve months and he will earn a pro rata portion of any bonus that would have been earned in the year of the termination. In the event Mr. Pease's employment is terminated without cause, all remaining unexercisable options for shares of Common Stock granted to him in 1996 will become immediately exercisable. In 1996, Mr. Pease was granted options to purchase 200,000 shares of Common Stock under the 1992 Plan. These options become exercisable in cumulative annual installments of 25% beginning February 14, 1997 and expire on February 14, 2006. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS Payments due to Mr. Pease upon termination of his employment with the Company are described above under "Item 11 -- Compensation of Directors and Executive Officers -- Executive Officers -- Employment Agreements." Agreements relating to stock options granted under the 1992 Plan to each of the executive officers named in the Summary Compensation Table, as well as certain other officers of the Company, also provide that such options become immediately exercisable in the event that the optionee's employment is terminated without cause, or there is a diminishment of the optionee's responsibilities, following a Change of Control of the Company or, if, in the event of a Change of Control, such options are not assumed by the person surviving the Change of Control or purchasing the assets in the Change of Control. A "Change of Control" is generally defined as a merger of the Company in which the Company is not the survivor, certain share exchange transactions, the sale or transfer of all or substantially all of the assets of the Company, or any person or group of persons (as defined by Section 13(d) the Securities Exchange Act of 1934, as amended) acquires more than 50% of the Common Stock ("Option Acceleration Provision"). 5 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to its Transition Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. PERCEPTRON, INC. (Registrant) By: /S/ Alfred A. Pease ------------------------------------ Alfred A. Pease, Chairman, President and Chief Executive Officer Date: November 2, 1999 6 -----END PRIVACY-ENHANCED MESSAGE-----