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 18, 2010

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 October 18, 2010, the Company and Comerica Bank, entered into the Thirteenth 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; (x) Tenth Amendment dated as of October 23, 2008; (xi) Eleventh Amendment dated as of October 30, 2009; (xii) Twelfth Amendment dated as of June 28, 2010; and (xiii) Thirteenth Amendment dated as of October 18, 2010.

The Thirteenth Amendment permits the Company to repurchase up to $5.0 million of its common stock through December 31, 2011.  The Thirteenth Amendment also reduces the base tangible net worth to $36.5 million, with a further reduction to $35.5 million on June 30, 2011, minus the aggregate amount paid by the Company to redeem its shares of its common stock during the period beginning October 18, 2010 and ending December 31, 2011.  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 Thirteenth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01.  OTHER EVENTS

On October 19, 2010, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that its Board of Directors has authorized a $5.0 million common stock repurchase program.  Pursuant to the authorization, Perceptron may purchase shares from time to time in the open market or through privately negotiated transactions through December 31, 2011.  The program may be discontinued at any time.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

C.  Exhibits.

Exhibit No.	Description
10.1	Thirteenth Amendment to Credit Agreement, dated October 24, 2002 between Perceptron, Inc. and Comerica Bank

99.1 Press Release dated October 19, 2010 announcing the Company’s authorization to commence a 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: October 19, 2010

/s/ Harry T. Rittenour

By: Harry T. Rittenour

Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Thirteenth Amendment to Credit Agreement, dated October 24, 2002 between Perceptron, Inc. and Comerica Bank
99.1	Press Release dated October 19, 2010 announcing the Company’s authorization to commence a stock repurchase program.

EX-10.1

EXHIBIT 10.1

THIRTEENTH AMENDMENT TO

CREDIT AGREEMENT

THIS THIRTEENTH AMENDMENT (“Amendment”) dated as of October 18, 2010, 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 twelve amendments (“Agreement”).

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

NOW, THEREFORE, the parties agree as follows:

1.           The definition of Base Tangible Net Worth in Section 1 of the Agreement is amended to read as follows:

“Base Tangible Net Worth” shall initially mean $36,500,000, minus the Aggregate Redemption Amount. On June 30, 2011, the Base Tangible Net Worth shall decrease to $35,500,000, minus the Aggregate Redemption Amount.

2.           The following definition is added to the Agreement in alphabetical order:

“Aggregate Redemption Amount” shall mean the aggregate amount paid by Company to redeem shares of its stock during the period beginning October 18, 2010 and ending December 31, 2011, provided that in no event shall the Aggregate Redemption Amount exceed $5,000,000.

3.           Section 8.1 of the Agreement is amended to read as follows:

“8.1           Purchase, acquire or redeem any of its stock or make any material change in its capital structure, except redemptions of Company’s stock occurring after October 18, 2010 and on or before December 31, 2011 for an aggregate purchase price not to exceed Five Million Dollars ($5,000,000); provided that at the time of each such redemption and after giving effect thereto no Event of Default shall have occurred and be continuing.”

4.           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.

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

6.           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/ Steven Stakich	By: /s/ John H. Lowry
Its: Corporate Banking Representative	Its: Chief Financial Officer

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.

COMERICA BANK	PERCEPTRON GLOBAL, INC.
By: /s/ Steven Stakich	By: /s/ John H. Lowry
Its: Corporate Banking Representative	Its: Chief Financial Officer

EX-99.1

EXHIBIT 99.1

 

Contact: Jack Lowry

Vice President of Finance and CFO

(734) 414-6100

PERCEPTRON ANNOUNCES $5 MILLION STOCK REPURCHASE PROGRAM

Plymouth, Michigan, October 19, 2010 – Perceptron, Inc. (NASDAQ: PRCP), the global leader in non-contact measurement and inspection solutions, today announced that its Board of Directors has approved the use of up to $5.0 million to repurchase shares of the Company’s common stock through December 31, 2011.  The Company has not repurchased any shares of its common stock during the past twelve months.

Harry T. Rittenour, President and Chief Executive Officer, commented, “This action taken by Perceptron’s Board of Directors reflects continued confidence in the Company, our markets, our products, our anticipated return to profitability in the near term, and the more stable economy we have experienced.  We are committed to maintaining a strong balance sheet and financial flexibility.  We invest in core technologies and related strategic opportunities, and return what we consider to be available cash to shareholders in the form of share repurchases.  Over the longer term, all of these actions reflect our commitment to enhancing shareholder value.”

In keeping with the share repurchase program approved by the Board, the Company may repurchase its common stock from time to time, in amounts, at prices and at such times as it deems appropriate, all subject to market conditions and other considerations.  The Company may make repurchases in the open market or in privately negotiated transactions.  The program, which is subject to market conditions and other factors, will be conducted in compliance with all applicable legal requirements.

The program does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company’s discretion.  Any repurchases would be funded from available cash on hand.  As of June 30, 2010, the Company had a total of $20.1 million in unrestricted cash, cash equivalents and short-term investments at various global locations.

About Perceptron®

Perceptron develops, produces, and sells non-contact measurement and inspection solutions for industrial and commercial applications.  The products from the Company’s Industrial Business Unit (IBU) provide 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.  IBU also offers Value Added Services such as training and customer support services. Perceptron’s Commercial Products Business Unit (CBU) develops and manufactures a variety of handheld visual inspection devices and add-on accessories for professional tradespeople that are sold to and marketed through strategic partners.  Headquartered in Plymouth, Michigan, Perceptron has approximately 230 employees worldwide, with operations in the United States, Germany, France, Spain, Brazil, Japan, Singapore, China and India.  For more information about Perceptron, please visit www.perceptron.com.

 

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

Safe Harbor Statement

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the impact of repurchases of the Company’s Common Stock.  The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.  Actual results could differ materially from those in the forward-looking statements due to a number of uncertainties in addition to those set forth in the press release, including, but not limited to, those set forth in “Item 1A – Risk Factors” of the Company’s Annual Report on Form 10-K for fiscal 2010.  The ability of the Company to develop and introduce new products, especially in markets outside of automotive, is subject to a number of uncertainties, including, general product demand and market acceptance risks, the ability of the Company to resolve technical issues inherent in the development of new products and technologies, the ability of the Company to identify and satisfy market needs, the ability of the Company to identify satisfactory distribution networks, the ability of the Company to develop internally or identify externally high quality cost effective manufacturing capabilities for the products, general product development and commercialization difficulties, and the level of interest existing and potential new customers may have in new products and technologies generally.

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