S-8

As filed with the Securities and Exchange Commission on April 4, 2014

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Its Charter)

Michigan	38-x2381442
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

47827 Halyard Drive

Plymouth, Michigan 48170

(734) 414-6100

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Perceptron, Inc.

First Amended and Restated 2004 Stock Incentive Plan

(Full Title of the Plan)

David W. Geiss, Vice President, General Counsel and Secretary

Perceptron, Inc.

47827 Halyard Drive, Plymouth, Michigan 48170

(734) 414-6100

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Thomas S. Vaughn, Esq.

Dykema Gossett PLLC

400 Renaissance Center

Detroit, Michigan 48243

(313)568-6800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each			Proposed Maximum		Proposed Maximum		Amount of
Class of Securities	Amount to be		Offering		Aggregate		Registration
To be Registered	Registered (1)		Price Per Share(2)		Offering Price(2)		Fee
Common Stock,		700,000	$	12.19	$	8,533,000	$	1,099.05
without par value

(1) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices for the Common Stock on the Nasdaq Stock Market on March 31, 2014.

(2) The number of shares may be adjusted to prevent dilution from stock splits, stock dividends and similar transactions. This Registration Statement shall cover any such additional shares in accordance with Rule 416(a).

In accordance with general instruction E to Form S-8, Perceptron, Inc. (the “Company”) hereby incorporates by reference the contents of its Registration Statement on Form S-8, File No. 333-131421, filed on January 31, 2006, registering 600,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan, the contents of its Registration Statement on Form S-8, File No. 333-163325, filed on November 24, 2009, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan and the contents of its Registration Statement on Form S-8, File No. 333-185209, filed on November 30, 2012, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed with this Registration Statement:

Exhibit

Number Description

4.1 Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed October 10, 2008.

4.2 First Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed October 10, 2008.

4.3 Second Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q filed February 13, 2012.

4.4 Third Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013 is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 30, 2013.

4.5 Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed January 5, 2005.

4.6 Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed January 5, 2005.

4.7 Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed December 27, 2005.

4.8 Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed December 27, 2005.

4.9 Form of Nonqualified Stock Option Agreement Terms — Board of Directors under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed August 10, 2006.

4.10 Form of the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 30, 2013.

4.11 Form of the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 30, 2013.

5.1 Opinion of Dykema Gossett PLLC.

23.1 Consent of BDO USA, LLP

23.2 Consent of Grant Thornton LLP.

23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).

24.1 Power of Attorney (contained on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plymouth, state of Michigan on this 4^th day of April, 2014.

PERCEPTRON, INC.
By:	/s/ Jeffrey M. Armstrong
	Jeffrey M. Armstrong
Its:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Jeffrey M. Armstrong, Keith R. Marchiando and David W. Geiss, and each of them acting alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement filed by Perceptron, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, under the Securities Act of 1933, hereby ratifying and confirming all that said attorneys-in-fact and agents, or each of them acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Date	Title
/s/ Jeffrey M. Armstrong Jeffrey M. Armstrong	April 4, 2014	President, Chief Executive Officer, and Director (Principal Executive Officer)
/s/ Keith R. Marchiando Keith R. Marchiando	April 4, 2014	Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Sylvia M. Smith Sylvia M. Smith	April 4, 2014	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ W. Richard Marz W. Richard Marz	April 4, 2014	Chairman of the Board and Director
/s/ David J. Beattie David J. Beattie	April 4, 2014	Director
/s/ Kenneth R. Dabrowski Kenneth R. Dabrowski	April 4, 2014	Director
/s/ Philip J. DeCocco Philip J. DeCocco	April 3, 2014	Director
/s/ C. Richard Neely C. Richard Neely	April 3, 2014	Director
/s/ Robert S. Oswald Robert S. Oswald	April 3, 2014	Director
/s/ Terryll R. Smith Terryll R. Smith	April 3, 2014	Director

EXHIBIT INDEX

Exhibit
Number   Description of Exhibit

4.1	Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan, is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed October 10, 2008.
4.2	First Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed October 10, 2008.
4.3	Second Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q filed February 13, 2012.
4.4	Third Amendment to Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan dated as of August 27, 2013  is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 30, 2013.

4.5	Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed January 5, 2005.
4.6	Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed January 5, 2005.
4.7	Form of Incentive Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed December 27, 2005.
4.8	Form of Nonqualified Stock Option Agreement Terms for Officers under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed December 27, 2005.

4.9	Form of Nonqualified Stock Option Agreement Terms — Board of Directors under the Perceptron, Inc. 2004 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed August 10, 2006.
4.10	Form of the Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 30, 2013.
4.11	Form of the Restricted Stock Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 30, 2013.

5.1	Opinion of Dykema Gossett PLLC.
23.1   23.2	Consent of BDO USA LLP.   Consent of Grant Thornton, LLP.
23.3	Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page).

EX-5.1

EXHIBIT 5.1

[DYKEMA GOSSETT PLLC LETTERHEAD]

April 4, 2014

Perceptron, Inc.

47827 Halyard Drive

Plymouth, Michigan 48170

Re: Registration Statement on Form S-8 filed by Perceptron, Inc. on April 4, 2014 (the “Registration Statement”) with respect to shares to be issued pursuant to its First Amended and Restated 2004 Stock Incentive Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel for Perceptron, Inc., a Michigan corporation (the “Company”), in connection with the preparation of the Registration Statement filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to 700,000 additional authorized but unissued shares of common stock of the Company to be issued pursuant to the terms and conditions of the Plan (the “Shares”).

In acting as counsel for the Company, we have examined the proceedings taken in connection with the sale and issuance of the Shares and we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In rendering the opinion below we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as duplicates or copies and the authenticity of such original documents.

Based upon the foregoing, we are of the opinion that the Shares reserved for issuance under the Plan, when issued and sold in the manner referred to in the Registration Statement, will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the laws of the State of Michigan and the federal laws of the United States. We express no opinion and make no representation with respect to the law of any other jurisdiction.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are experts within the meaning of the Securities Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

DYKEMA GOSSETT PLLC

/s/ DYKEMA GOSSETT PLLC

EX-23.1

EXHIBIT 23.1

[BDO USA, LLP Letterhead]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Perceptron, Inc.

Plymouth, Michigan

We hereby consent to the incorporation by reference, in this registration statement on Form S-8 of Perceptron, Inc., of our report dated September 26, 2013, relating to the consolidated financial statements appearing in the Annual Report on Form 10-K/A of Perceptron, Inc. for the year ended June 30, 2013.

/S/ BDO USA, LLP

Troy, Michigan

April 4, 2014

EX-23.2

EXHIBIT 23.2

[Grant Thornton LLP Letterhead]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated September 28, 2012 with respect to the consolidated financial statements included in the Annual Report on Form 10-K/A for the year ended June 30, 2013 of Perceptron, Inc. which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in this Registration Statement of the aforementioned report.

/S/ GRANT THORNTON LLP

Southfield, Michigan

April 4, 2014