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): August 5, 2007

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 5, 2007, the Company’s Management Development, Compensation and Stock Option Committee approved the Fiscal 2008 Team Member Profit Sharing Plan. A written description of the Fiscal 2008 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, 2007 participate in the plan.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

C. Exhibits.

Exhibit No.	Description
10.1	Written Description of Fiscal 2008 Team Member Profit Sharing Plan

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:August 9, 2007	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Written Description of Fiscal 2008 Team Member Profit Sharing Plan

EX-10.1

EXHIBIT 10.1

SUMMARY OF FISCAL 2008 TEAM MEMBER PROFIT SHARING PLAN

Under the Fiscal 2008 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 2008. 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 members’ predetermined participation levels, 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. Calculation of earnings per share is made after deduction of all other bonuses. The Management Development, Compensation and Stock Option Committee (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 2008. Team member participation levels are stated as a percentage of base salary.

The Pool of Funds will be distributed among the participating team members, including the Company’s executive team members (which includes its executive officers), as determined by the Committee, in its sole discretion. In determining the amount to be allocated to the executive team members, the Committee will consider the extent to which the Ending Stock Price of the Company’s Common Stock exceeds $10.10 (the “Stock Objective”), with a $3.00 increase representing full achievement of the objective. In accordance with past practice, the Committee has indicated that the pay-out of approximately 10% of each executive team member’s predetermined participation level will be based upon achievement of the Stock Objective, although the Committee has the discretion to award more or less than this amount. “Ending Stock Price” means the average closing price for the Company’s Common Stock as of the first three trading days of fiscal year 2009.

Participating team members must be employed on or before December 31, 2007 in order to be eligible. Those hired between July 1, 2007 and December 31, 2007 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 2009 in order to receive a payment under the Plan.

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