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): October 23, 2008

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):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

Effective October 23, 2008, Perceptron, Inc. (the “Company”) and Comerica Bank, entered into the Tenth Amendment to the Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement was entered into on October 24, 2002, and was amended by the following: (i) First Amendment dated as of May 20, 2003; (ii) Second Amendment dated as of November 10, 2003; (iii) Third Amendment dated as of August 23, 2004; (iv) Fourth Amendment dated as of December 29, 2004; (v) Fifth Amendment dated as of October 19, 2005; (vi) Sixth Amendment dated as of November 6, 2006; (vii) Seventh Amendment dated as of November 20, 2006; (viii) Eighth Amendment dated as of December 20, 2007; (ix) Ninth Amendment dated as of May 12, 2008; and (x) Tenth Amendment dates as of October 23, 2008.

The Tenth Amendment extends the maturity date until November 1, 2010, sets a revised fixed applicable margin for Prime-based Advances and Eurodollar-based Advances, and increases the Prime Based Rate to the greater of (i) the Prime Rate plus the Applicable Margin or (ii) the Alternate Base Rate. The Company also acknowledged that it may not select the Prime-based Rate for Advances except during any period of time during which the Eurodollar-based Rate is not available as the Applicable Interest Rate. All other material terms of the Credit Agreement remain in full force and effect, without waiver or modification. The foregoing is qualified in its entirety by reference to the Tenth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C. Exhibits.

Exhibit No. Description

10.1 Tenth Amendment to Credit Agreement, dated June 24, 2002 between Perceptron, Inc. and Comerica Bank

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: October 31, 2008	/s/ David W. Geiss
	By: David W. Geiss Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit

Number Description

10.1 Tenth Amendment to Credit Agreement, dated June 24, 2002 between Perceptron, Inc. and Comerica Bank

EX-10.1

Exhibit 10.1

TENTH AMENDMENT TO

CREDIT AGREEMENT

THIS TENTH AMENDMENT (“Amendment”) dated as of October 23, 2008, by and between Perceptron, Inc. (“Company”) and Comerica Bank (“Bank”).

RECITALS:

A. Company and Bank entered into a Credit Agreement dated as of October 24, 2002, which was amended by nine amendments ("Agreement").

B. Company and Bank desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. The following definitions in Section 1 of the Agreement are amended to read in their entirety as follows:

“‘Revolving Credit Maturity Date’ shall mean November 1, 2010.

‘Applicable Margin’ shall mean as to any Prime-based Advance, one quarter of one percent (1/4%) per annum and as to any Eurodollar-based Advance, one and eighty eight one hundredths percent (1.88%) per annum.”

‘Prime Based Rate’ shall mean for any day a per annum interest rate which is the greater of (i) the Prime Rate plus the Applicable Margin or (ii) the Alternate Base Rate.”

2. Company acknowledges that it may not select the Prime-based Rate for Advances except during any period of time during which, in accordance with the terms and conditions of this Agreement, the Eurodollar-based Rate is not available as the Applicable Interest Rate.

3. Company hereby represents and warrants that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company's corporate powers, have been duly authorized, are not in contravention of law or the terms of Company's Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of

Default under the Agreement, as hereby amended, has occurred and is continuing as of the date hereof.

4. Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect.

5. This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank and (b) execution by the Guarantor of the attached Acknowledgment of Guarantor.

IN WITNESS the due execution hereof as of the day and year first above written.

COMERICA BANK		PERCEPTRON, INC.
By:	/S/ Kevin Contat	By:	/S/ John Lowry
Its:	Assistant Vice President	Its:	CFO

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ACKNOWLEDGMENT OF GUARANTOR

The undersigned guarantor acknowledges and agrees to the foregoing Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered by the undersigned to the Bank remains in full force and effect in accordance with its terms.

PERCEPTRON GLOBAL, INC.
By:	/S/ John Lowry
Its:	CFO

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