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): January 7, 2013
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 4.01. Changes in Registrant’s Certifying Accountant
| (a) | Previous Independent Registered Public Accounting Firm |
After a competitive bid process, on January 7, 2013, the Audit Committee of the Board of Directors of Perceptron, Inc. (the “Audit Committee”) approved dismissal of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm for Perceptron, Inc. (the “Company”).
The audit reports of Grant Thornton on the Company’s consolidated financial statements for the fiscal years ended June 30, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company’s consolidated financial statements for the fiscal years ended June 30, 2012 and 2011 and through January 7, 2013, there have been no “disagreements” (as such term is described in Items 304(a)(1)(iv) of Regulation S-K) with Grant Thornton on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to the satisfaction of Grant Thornton would have caused Grant Thornton to make reference thereto in their reports on the consolidated financial statements for such years. Additionally, during the two most recent fiscal years and through January 7, 2013, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Grant Thornton with a copy of the foregoing disclosures and requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements made by the Company. A copy of Grant Thornton’s letter dated January 8, 2013 is attached as Exhibit 16.1 hereto.
| (b) | New Independent Registered Public Accounting Firm |
On January 7, 2013, the Audit Committee approved the appointment of BDO USA, LLP (“BDO”), effective January 7, 2013, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. On January 7, 2013, BDO accepted the engagement.
During the Company’s fiscal years ended June 30, 2011 and 2012 and through January 7, 2013, neither the Company, nor anyone acting on its behalf, had consulted BDO regarding either (1) the application of accounting principles to a specific completed or proposed transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did BDO provide either written or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a “disagreement” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
A copy of the press release issued by the Company on January 8, 2013 announcing the change in the Company’s certifying accountant is attached hereto and incorporated by reference as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| d. | Exhibits. | |
| Exhibit No. | Description | |
| 16.1 | Letter to the Securities and Exchange Commission from Grant Thornton LLP dated as of January 8, 2013 | |
| 99.1 | Press Release dated January 8, 2013 announcing the Change in Perceptron’s Certifying Accountant |
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: January 8, 2013 | /s/ John H. Lowry, III | |
| By: John H. Lowry, III | ||
| Title: Vice President, Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 16.1 | Letter to the Securities and Exchange Commission from Grant Thornton LLP dated as of January 8, 2013 |
| 99.1 | Press Release dated January 8, 2013 announcing the Change in Perceptron’s Certifying Accountant |
January 8, 2013
| U.S. Securities and Exchange Commission | |
| Office of the Chief Accountant | |
| 100 F Street, NE | |
| Washington, DC 20549 |
Grant Thornton LLP 27777 Franklin Road, Suite 800 Southfield, MI 48034-2368
T 248.262.1950 F 248.350.3581
www.GrantThornton.com
|
Re: Perceptron, Inc.
File No. 0-20206
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of Perceptron, Inc. dated January 8, 2013, and agree with the statements concerning our Firm contained therein.
Very truly yours,
Contact: Jack Lowry
Vice President of Finance and CFO
734-414-6100
PERCEPTRON ANNOUNCES APPOINTMENT OF BDO USA, LLP
AS INDEPENDENT AUDITOR
Plymouth, Michigan, January 8, 2013 – Perceptron, Inc. (NASDAQ: PRCP) today announced the appointment of BDO USA, LLP (“BDO”) as the Company’s new independent registered public accounting firm for its fiscal year ending June 30, 2013.
After a competitive bid process and approval by the Audit Committee of the Company’s Board of Directors, the Company dismissed Grant Thornton LLP and appointed BDO. The decision to change auditors was not the result of any disagreement between Perceptron and Grant Thornton on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure. Under the guidance of the Audit Committee, management conducted a competitive request for proposal of audit services. Management and the Audit Committee evaluated a number of potential firms that were invited to submit a proposal and the Company, with the approval of the Audit Committee, determined that BDO offered the broadest array of services at pricing that represented the best value for the Company. Perceptron does not anticipate any disruption to its business resulting from the transition between accounting firms.
About Perceptron®
Perceptron develops, produces, and sells non-contact measurement and inspection solutions for industrial applications. The Company’s products provide solutions for manufacturing process control as well as sensor and software technologies for non-contact measurement, scanning, 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. The Company also offers Value Added Services such as training and customer support services. 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, please visit www.perceptron.com.
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 Company’s expectation as to the transition between accounting firms. When we use words such as “expects,” “anticipates” or similar expressions, we are making forward-looking statements. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements.
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