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): November 13, 2006

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 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 13, 2006, the Company’s Management Development, Compensation and Stock Option Committee approved the 2007 Team Member Profit Sharing Plan. A written description of the 2007 Team Member Profit Sharing Plan has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. Generally, all team members of the Company, including all executive officers, employed on or before December 31, 2006 participate in the plan.

Item 8.01OTHER EVENTS

On November 14, 2006, the Company announced that its Board of Directors has approved an increase to its program to purchase shares of its common stock during Fiscal Year 2007. The Board approved an additional sum of up to $2.0 million to be used for this purpose, bringing the total repurchase authority to $5.0 million through August 2007. Pursuant to the authorization, the Company may purchase shares from time to time in the open market or through privately negotiated transactions though August 2007. The program may be discontinued at any time. The Company also announced that its Board has authorized the Company to amend the Rule 10b5-1 trading plan (“Repurchase Plan”) with Barrington Research Associates, Inc. to allow the purchase of up to $5.0 million of the Company’s common stock through August 2007 (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
10.1	Written Description of 2007 Team Member Profit Sharing Plan
99.1	Press Release dated November 14, 2007 announcing an increase in the Company’s authorization to its Fiscal Year 2007 stock repurchase program.

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 17, 2006	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Written Description of 2007 Team Member Profit Sharing Plan
99.1	Press Release dated November 14, 2007 announcing an increase in the Company’s authorization to its Fiscal Year 2007 stock repurchase program.

EX-10.1

EXHIBIT 10.1

SUMMARY OF 2007 TEAM MEMBER PROFIT SHARING PLAN

Under the 2007 Team Member Profit Sharing Plan (the “Plan”), a Pool of Funds will be generated based upon a portion of each dollar of pre-tax income earned above certain progressive earnings per share targets in fiscal year 2007. The portion of each dollar of pre-tax income earned increases as higher earnings per share targets are achieved, up to a maximum of forty-five (45%) percent. Once the Pool of Funds equals 100% of the team member’s predetermined participation level, twenty (20%) percent of each dollar of pre-tax income earned is contributed to the Pool of Funds. There would be no cap on the amount of the bonus that could be earned. The profit sharing pool will be distributed pro rata according to each team member’s predetermined participation level, and, in the case of the executive team members which includes the executive officers, 90% of their predetermined participation level. Calculation of earnings per share is made after deduction of all other bonuses, including the Stock Bonus Plan identified below. The Committee may, at its option, adjust the Company’s earnings per share numbers upwards or downwards to reflect unusual events occurring during fiscal year 2007. Team member participation levels are stated as a percentage of base salary.

For each executive team member, which includes the executive officers, the Plan also provides that they may earn a percentage of the remaining ten (10%) percent of their predetermined participation level based on the percentage increase, if any, in the ending stock price of the Company’s Common Stock from $8.05 with 100% of the predetermined participation level earned for a $2.50 increase (the “Stock Bonus Plan”). “Ending Stock Price” means the average closing price for the Company’s Common Stock as of the first three trading days of fiscal year 2008. There would be no cap on the amount of the bonus that could be earned.

Participating team members must be employed on or before December 31, 2006 in order to be eligible. Those hired between July 1, 2006 and December 31, 2006 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal year 2008.

EX-99.1

Contact: John J. Garber

Vice President of Finance and CFO

734 414-6100

PERCEPTRON ANNOUNCES INCREASE TO FISCAL 2007 STOCK REPURCHASE PROGRAM

Plymouth, Michigan, November 14, 2006 - Perceptron, Inc. (NASDAQ: PRCP) today announced that its Board of Directors has approved an increase to its program to purchase shares of its common stock during Fiscal Year 2007.

The Board approved an additional sum of up to $2.0 million to be used for this purpose, bringing the total repurchase authority to $5.0 million through August 2007. 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 amend the Rule 10b5-1 trading plan (“Repurchase Plan”) with Barrington Research Associates, Inc. to allow the purchase of up to $5.0 million of the Company’s common stock during fiscal year 2007 (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, its products, and its future potential.”

About Perceptron

Perceptron produces non-contact metrology solutions for manufacturing process control as well as sensor and software technologies for non-contact measurement and inspection applications. Automotive and manufacturing companies throughout the world rely on Perceptron’s metrology solutions to help them manage their complex manufacturing processes to improve quality, shorten product launch times and reduce overall manufacturing costs. Perceptron also produces innovative technology products for trade professionals and consumers. Headquartered in Plymouth, Michigan, Perceptron has approximately 245 employees worldwide, with operations in the United States, Germany, France, Spain, Brazil, Japan, and Singapore. For more information, please visit www.perceptron.com.

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