UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
(Mark One)
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________.
Commission File Number:
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class |
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Name of Each Exchange on Which Registered |
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Rights to Purchase Preferred Stock |
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(NASDAQ Global Market) |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
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Accelerated Filer |
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Smaller Reporting Company |
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Emerging growth Company |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404b of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting stock held as of the registrant’s most recently completed second fiscal quarter by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on December 31, 2019, as reported by the Nasdaq Global Market, was approximately $
The number of shares of Common Stock, $0.01 par value, issued and outstanding as of November 10, 2020 was
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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Page |
Part III. |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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2 |
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Part IV. |
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Item 15. |
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6 |
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12 |
Explanatory Note
Perceptron, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2020, as amended by that certain Amendment No. 1 to Annual Report on Form 10-K/A, filed with the SEC on November 3, 2020 to amend certain information regarding the beneficial ownership by the Company’s directors and executive officers. Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 2 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits.
PART III
ITEM 12: |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
SHARE OWNERSHIP OF MANAGEMENT AND CERTAIN SHAREHOLDERS
Principal Shareholders
The following table sets forth information with respect to beneficial ownership of the shares of Company common stock by each person known by us to be the beneficial owner of more than five percent of our outstanding shares of Company common stock. The number of shares reported is as of the dates indicated in the footnotes below. The percentage of class is based on 9,779,547 shares of Company common stock outstanding on October 27, 2020. The information has been furnished by each such person.
Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership(1) |
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Percent of Class |
Harbert Discovery Fund, LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., Harbert Management Corporation, Jack Bryant, Kenan Lucas and Raymond Harbert 2100 Third Avenue North, Suite 600 Birmingham, AL 35203 |
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1,026,559(2) |
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10.5% |
Ariel Investments, LLC 200 E. Randolph Dr., Suite 2900 Chicago, IL 60601 |
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926,360(3) |
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9.5% |
Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation 800 Third Avenue New York, New York 10022 |
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699,683(4) |
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7.2% |
Mario J. Gabelli, Gabelli Funds, LLC. GAMCO Investors, Inc., and GAMCO Asset Management Inc. One Corporate Center Rye, New York 10580
GGCP, Inc., Associated Capital Group, Inc., and Gabelli & Company Investment Advisers, Inc. 191 Mason Street Greenwich, CT 06830 |
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629,336(5) |
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6.4% |
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 |
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568,516(6) |
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5.8% |
Punch & Associates Investment Management, Inc. 7701 France Ave. So., Suite 300 Edina, MN 55435 |
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501,744(7) |
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5.1% |
(1) |
Unless otherwise indicated below, each shareholder listed has sole voting and sole investment power with respect to all shares beneficially owned by such person. |
(2) |
Based upon a Schedule 13D filed with the SEC on September 29, 2020 jointly by (i) Harbert Discovery Fund, LP (“Harbert LP”), (ii) Harbert Discovery Fund GP, LLC (“Harbert GP”), (iii) Harbert Fund Advisors, Inc. (“HFA”), (iv) Harbert Management Corporation (“HMC”), (v) Jack Bryant, (vi) Kenan Lucas and (vii) Raymond Harbert, which disclosed that each of Harbert LP, Harbert GP, Jack Bryant and Kenan Lucas has shared power to dispose of and to vote 987,091 shares of Company common stock and that each of HFA, HMC and Raymond Harbert has shared power to dispose of and to vote 1,026,559 shares of Company common stock. |
2
(3) |
Based upon a Holding Report on Schedule 13F-HR, filed with the SEC on August 14, 2020 by Ariel Investments, LLC (“Ariel”), which disclosed that Ariel owned 926,360 shares as of June 30, 2020. In its statement on Schedule 13G, filed with the SEC on August 10, 2020, Ariel reported that it had shared power to dispose of 514,824 shares and shared power to vote 514,824 shares of Company common stock. Further, based upon its statement on Schedule 13G, the shares of Company common stock are beneficially owned by accounts which are advised by Ariel and none of which own more than 5% of the shares of Company common stock. |
(4) |
Based upon a Holding Report on Schedule 13F-HR, filed with the SEC on August 13, 2020 by Renaissance Technologies LLC (“Renaissance”), which stated that Renaissance owned 699,683 shares as of June 30, 2020. In their statement on Schedule 13G, filed with the SEC on February 13, 2020, Renaissance and its majority owner, Renaissance Technologies Holdings Corporation, had the sole power to dispose of 671,619 shares, sole power to vote 662,983 shares and shared power to dispose of 1,195 shares of Company common stock. Further, based upon its statement on Schedule 13G, the shares of Company common stock are beneficially owned by accounts which are advised by Renaissance and none of which own more than 5% of the shares of Company common stock. |
(5)
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Based upon a Schedule 13D, filed with the SEC on October 15, 2020 jointly by (i) GGCP, Inc., (ii) Mario J. Gabelli, (iii) Gabelli Funds, LLC (“Gabelli Funds”), (iv) GAMCO Investors, Inc., (v) Associated Capital Group, Inc., (vi) GAMCO Asset Management Inc. (“GAMCO”), and (vii) Gabelli & Company Investment Advisers, Inc. (“GCIA”), which disclosed that (a) Gabelli Funds has the sole power to dispose of 361,143 shares of the Company common stock and sole power to vote 361,143 shares of the Company common stock, (b) GAMCO has the sole power to dispose of 141,575 shares of the Company common stock and sole power to vote 141,575 shares of the Company common stock and (c) GCIA has the sole power to dispose of 126,618 shares of the Company common stock and the sole power to vote 126,618 shares of the Company common stock. |
(6) |
Based upon a Holding Report on Schedule 13F-HR, filed with the SEC on August 13, 2020 by Dimensional Fund Advisors LP (“Dimensional”), which disclosed that Dimensional owned 568,516 shares as of June 30, 2020. In its statement on Schedule 13G with the SEC on February 12, 2020, Dimensional reported that it had sole power to dispose of 638,054 shares and sole power to vote 626,453 shares of Company common stock. Further, based upon its statement on Schedule 13G, the shares of Company common stock are beneficially owned by investment companies, trusts and accounts which are advised by Dimensional and none of which own more than 5% of the shares of Company common stock. Dimensional disclaims beneficial ownership of such shares of Company common stock. |
(7) |
Based upon a Holding Report on Schedule 13F-HR, filed with the SEC on August 14, 2020 by Punch & Associates Investment Management, Inc. (“Punch”), which disclosed that Punch owned 501,744 shares as of June 30, 2020. In its statement on Schedule 13G filed with the SEC on February 14, 2020, Punch reported that it has sole power to dispose of and to vote 585,644 shares of Company common stock. |
3
Beneficial Ownership by Directors and Executive Officers
The following table sets forth information with respect to beneficial ownership of the shares of Company common stock by each of our directors and director nominees, the persons named in the Summary Compensation Table and by all our directors and executive officers as a group as of October 27, 2020, unless otherwise indicated. The information as to each person has been furnished by such person and, except as where otherwise indicated, each person has sole voting power and sole investment power with respect to all shares beneficially owned by such person.
Name of Beneficial Owner |
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Amount and Nature of Beneficial Ownership(1) |
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Percent of Class |
John F. Bryant(2)(3) |
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1,026,559 |
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10.49% |
Jay W. Freeland(2)(4) |
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60,411 |
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* |
Sujatha Kumar(2)(5) |
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4,368 |
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* |
C. Richard Neely, Jr.(2)(6) |
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32,752 |
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* |
James A. Ratigan(2)(7) |
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24,427 |
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* |
William C. Taylor(2)(8) |
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31,815 |
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* |
David L. Watza(9) |
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32,584 |
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* |
Bill Roeschlein |
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— |
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* |
Richard J. Van Valkenburg(10) |
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63,657 |
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All executive officers and directors as a group (9 persons)(11) |
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1,276,573 |
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12.95% |
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Less than 1% of class |
(1) |
To the best of the Company’s knowledge, based on information reported by such directors and officers or contained in the Company’s shareholder records. |
(2) |
Serves as a member of the Board of the Company. |
(3) |
Based upon a Schedule 13D filed with the SEC on September 29, 2020 jointly by (i) Harbert LP, (ii) Harbert GP, (iii) HFA, (iv) HMC, (v) Jack Bryant, (vi) Kenan Lucas and (vii) Raymond Harbert, which disclosed that each of Harbert LP, Harbert GP, Jack Bryant and Kenan Lucas has shared power to dispose of and to vote 987,091 shares of Company common stock and that each of HFA, HMC and Raymond Harbert has shared power to dispose of and to vote 1,026,559 shares of Company common stock. Includes 31,468 shares of Company common stock received in lieu of a portion of annual Board compensation and held in an affiliated brokerage account for the benefit of the investors of Harbert Discovery Fund, LP. Includes options to purchase 8,000 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(4) |
Includes options to purchase 15,167 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(5) |
Includes options to purchase 2,667 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(6) |
Includes options to purchase 17,570 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(7) |
Includes options to purchase 8,000 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(8) |
Includes options to purchase 8,000 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020. |
(9) |
Mr. Watza resigned from his position as President, Chief Executive Officer and Chief Financial Officer of the Company on November 12, 2019. The information regarding Mr. Watza’s beneficial ownership is based solely on his Section 16 filings through his Form 4 filed on October 3, 2019. |
(10) |
Includes 25,000 shares of Company common stock that the reporting person disclaims beneficial ownership. Includes options to purchase 21,375 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020 and the right to purchase 661 shares of Company common stock under the Company stock purchase plan within 60 days of October 27, 2020. |
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(11) |
Includes options to purchase 80,779 shares of Company common stock, which are presently exercisable or which are exercisable within 60 days of October 27, 2020 and the right to purchase 661 shares of Company common stock under the Company stock purchase plan within 60 days of October 27, 2020. |
Change of Control
On September 27, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atlas Copco North America LLC, a Delaware limited liability company (“Parent”), and Odyssey Acquisition Corp., a wholly owned subsidiary of Parent (“Merger Subsidiary”), providing for the merger of Merger Subsidiary with and into the Company (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Perceptron surviving the Merger as a wholly owned subsidiary of Parent. If the Transactions are completed, the Transactions will result in a change in control of the Company.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of June 30, 2020, including the 2004 Stock Incentive Plan and the Employee Stock Purchase Plan:
Plan Category |
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Number of securities to be issued upon exercise of outstanding options, warrants and rights |
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Weighted average exercise price of outstanding options, warrants and rights |
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
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(a) |
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(b) |
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(c) |
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Equity compensation plans approved by shareholders: |
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2004 Stock Incentive Plan |
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204,926 |
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(1) |
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$ |
7.28 |
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1,129,674 |
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Employee Stock Purchase Plan |
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- |
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(2) |
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- |
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119,536 |
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Total equity compensation plans approved |
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by shareholders |
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204,926 |
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$ |
7.28 |
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1,249,210 |
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(1) |
Awards under the 2004 Stock Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock or restricted stock units, performance share awards, director stock purchase rights and deferred stock units; or any combination thereof. |
(2) |
Does not include an undeterminable number of shares subject to a payroll deduction election under the Employee Stock Purchase Plan for the period from July 1, 2020 until December 31, 2020, which will not be issued until January 2021. |
5
PART IV
ITEM 15: |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) |
(1) |
Financial Statements |
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See “Financial Statements” in Annual Report on Form 10-K filed on September 28, 2020. |
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(2) |
Financial Statement Schedules |
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Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. |
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(3) |
Exhibits |
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6
EXHIBIT INDEX
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Exhibit No |
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Description of Exhibits |
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2. |
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Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession |
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2.1 |
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3. |
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Restated Articles of Incorporation and Bylaws. |
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3.1 |
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3.2 |
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4. |
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Instruments Defining the Rights of Securities Holders. |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6** |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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7
4.12 |
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4.13** |
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4.14 |
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Certain instruments defining the rights of holders of the long-term debt of the Company and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request. |
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4.15** |
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10. |
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Material Contracts. |
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10.1 |
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Registration Agreement, dated as of June 13, 1985, as amended, among the Company and the Purchasers identified therein, is incorporated by reference to Exhibit 10.3 of the Company's Form S-1 Registration Statement (amended by Exhibit 10.2) No. 33-47463. (P) |
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10.2@ |
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Form of Proprietary Information and Inventions Agreement between the Company and all of the employees of the Company is incorporated herein by reference to Exhibit 10.11 of the Company’s Form S-1 Registration Statement No. 33-47463. (P) |
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10.3@ |
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Form of Confidentiality and Non-Disclosure Agreement between the Company and certain vendors and customers of the Company is incorporated herein by reference to Exhibit 10.12 of the Company's Form S-1 Registration Statement No. 33-47463. (P) |
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10.4@ |
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10.5@ |
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10.6@ |
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10.7@ |
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10.8@ |
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10.9@ |
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10.10@ |
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10.11@ |
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10.12@ |
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10.13@ |
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10.14@ |
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8
10.15@ |
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10.16@ |
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10.17@ |
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10.18@ |
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10.19@ |
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10.20@ |
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10.21@ |
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10.22@ |
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10.23@ |
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10.24@ |
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10.25@ |
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10.26@ |
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10.27@ |
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10.28@ |
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10.29@ |
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10.30@ |
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10.31@ |
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10.32@ |
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9
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10.33@ |
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10.34@ |
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10.35@ |
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10.36@ |
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10.37@ |
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10.38 |
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10.39 |
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10.40 |
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10.41 |
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21.** |
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23.** |
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31.1** |
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31.2** |
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31.3*** |
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31.4*** |
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31.5* |
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31.6* |
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32.1** |
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10
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32.2** |
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101.INS** |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH** |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL** |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB** |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF** |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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104**
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The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, has been formatted in Inline XBRL. |
* Filed herewith
** Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed September 28, 2020
*** Previously filed as an exhibit to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed on November 3, 2020.
@ Indicates a management contract, compensatory plan or arrangement.
(P) Paper exhibits
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
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Perceptron, Inc. |
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(Registrant) |
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Date: November 20, 2020 |
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By: |
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/s/ Jay W. Freeland |
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Jay W. Freeland |
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Chairman of the Board and Interim President and Chief Executive Officer |
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(Principal Executive Officer) |
12
EXHIBIT 31.5
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
I, Jay W. Freeland, certify that:
1. |
I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K of Perceptron, Inc.; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: November 20, 2020 |
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/s/ Jay W. Freeland |
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Jay W. Freeland |
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Chairman of the Board and Interim President and Chief Executive Officer |
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EXHIBIT 31.6
Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
I, Bill Roeschlein, certify that:
1. |
I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K of Perceptron, Inc.; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: November 20, 2020 |
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/s/ Bill Roeschlein |
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Bill Roeschlein |
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Interim Vice President, Finance and Chief Financial Officer |
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Document and Entity Information - USD ($) |
12 Months Ended | ||
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Jun. 30, 2020 |
Nov. 10, 2020 |
Dec. 31, 2019 |
|
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Registrant Name | PERCEPTRON INC/MI | ||
Entity Central Index Key | 0000887226 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Trading Symbol | PRCP | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 53,000,000 | ||
Entity Common Stock, Shares Outstanding | 9,779,547 | ||
Entity File Number | 0-20206 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Tax Identification Number | 38-2381442 | ||
Entity Address, Address Line One | 47827 Halyard Drive | ||
Entity Address, City or Town | Plymouth | ||
Entity Address, State or Province | MI | ||
Entity Incorporation, State or Country Code | MI | ||
Entity Address, Postal Zip Code | 48170-2461 | ||
City Area Code | 734 | ||
Local Phone Number | 414-6100 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Description | Perceptron, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2020, as amended by that certain Amendment No. 1 to Annual Report on Form 10-K/A, filed with the SEC on November 3, 2020 to amend certain information regarding the beneficial ownership by the Company’s directors and executive officers. Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 2 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. |
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