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): July 12, 2017
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Charter)
| Michigan | 0-20206 | 38-2381442 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 47827 Halyard Drive, Plymouth, MI 48170-2461 |
| (Address of Principal Executive Offices) (Zip Code) |
(734) 414-6100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01. Other Events.
On July 19, 2017, Perceptron, Inc. (the “Company”) issued a press release announcing that on July 12, 2017, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with 3CEMS, a Cayman Islands and People’s Republic of China corporation (“3CEMS”), to settle the civil suit filed against the Company by 3CEMS in January 2015. The Settlement Agreement requires that the Company pay $1,000,000 to 3CEMS over the next 10 months. The settlement will result in a one-time, $0.11 per share charge to the Company’s fiscal fourth quarter and full year 2017 results. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement.
The Board of Directors approved a six month $5,000 additional retainer fee for William C. Taylor, a member of the Board of Directors, to be paid one-half on September 1, 2017 and one-half on December 1, 2017.
Item 9.01. Financial Statements and Exhibits.
D. Exhibits.
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release, dated July 19, 2017 |
SIGNATURE
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. | ||
| Date: July 19, 2017 | /s/ David L. Watza | |
| By: David L. Watza | ||
| Its: President, Chief Executive Officer and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release, dated July 19, 2017 |
EXHIBIT 99.1
Perceptron to Settle Litigation with 3CEMS
PLYMOUTH, Mich., July 19, 2017 (GLOBE NEWSWIRE) -- Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced it has entered into an agreement to settle the civil suit filed by 3CEMS, a Cayman Islands and People’s Republic of China corporation, in January 2015. The settlement will result in a one-time, $0.11 per share charge to the Company’s fiscal fourth quarter and full year 2017 results.
“We believe this settlement is in the best interest of Perceptron and its shareholders,” said David Watza, President and CEO. “While we were firmly committed to our defense of the claims raised in the suit, we want to eliminate the uncertainty associated with the ongoing litigation and agreed to settle in order to avoid substantial legal expenses. As a result of these negotiations, the amount of the settlement is substantially lower than the plaintiff’s claimed amount.”
Under the terms of the agreement, the Company will pay 3CEMS $1.0 million over the course of the next 10 months in return for dismissal and release of all claims. Perceptron will record a reserve for the settlement payments, which will result in a pre-tax charge of $1.0 million ($1.0 million, net of tax) in the fiscal fourth quarter of 2017. As part of the agreed settlement, the Company denied that it had liability to 3CEMS for the claims raised in this matter.
About Perceptron
Perceptron develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning, and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron's metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Singapore, Slovakia, Spain and the United Kingdom. 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 relating to the ability to successfully develop and introduce new products and expand into new customers and markets. When we use words such as "will," "should," "believes," "expects," "anticipates," "estimates," "prospects" 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. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the receipt of court approval for the settlement, and the Company's projected revenues and net income depends upon the Company's ability to successfully develop and introduce new products. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.
Contact:
Investor Relations
investors@perceptron.com