UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):August 9, 2018
PERCEPTRON, INC.
(Exact name of registrant as specified in its 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 below 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 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 9, 2018, Perceptron, Inc. (the “Company”) entered into the Fourth Amendment to Standstill Agreement (the “Standstill Agreement Amendment”) with Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, “Harbert”), which amended the Standstill Agreement, dated August 9, 2016, between the Company and Harbert. The Company also entered into the Fourth Amendment to Voting Agreement (the “Voting Agreement Amendment”) with Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Moab”) on August 9, 2018, which amended the Voting Agreement, dated August 9, 2016, between the Company and Moab. The Standstill Agreement Amendment and the Voting Agreement Amendment extend the term of the Standstill Agreement and Voting Agreement until thirty days prior to the deadline for a shareholder to submit nominations at the 2019 Annual Meeting of Shareholders of the Company.
The foregoing description of the Standstill Agreement Amendment and the Voting Agreement Amendment is not complete and is qualified in its entirety by reference to the Standstill Agreement Amendment and the Voting Agreement Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference.
Item 9.01.Financial Statements and Exhibits
| Exhibit No. | | Description |
| Exhibit 10.1 | | FourthAmendment to Standstill Agreement, dated August 9, 2018, between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation. |
| | | |
| Exhibit 10.2 | | Fourth Amendment to Voting Agreement, dated August 9, 2018, between the Company, Moab Partners, L.P. and Moab Capital Partners, LLC. |
| | | |
| Exhibit 10.3 | | Amendment to Joinder Agreement between the Company and John F. Bryant. |
| | | |
| Exhibit 10.4 | | Amendment to Joinder Agreement between the Company and James A. Ratigan. |
| | | |
| Exhibit 10.5 | | Amendment to Joinder Agreement between the Company and William C. Taylor. |
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. | |
| | | |
| | | |
| Date: August 14, 2018 | /s/ David L. Watza | |
| | By: David L. Watza | |
| | Its: President, Chief Executive Officer and Chief Financial Officer |
EXHIBIT INDEX
Exhibit
Number | | Description |
| 10.1 | | Fourth Amendment to Standstill Agreement, dated August 9, 2018, between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation. |
| | | |
| 10.2 | | Fourth Amendment to Voting Agreement, dated August 9, 2018, between the Company, Moab Partners, L.P. and Moab Capital Partners, LLC. |
| | | |
| 10.3 | | Amendment to Joinder Agreement between the Company and John F. Bryant. |
| | | |
| 10.4 | | Amendment to Joinder Agreement between the Company and James A. Ratigan. |
| | | |
| 10.5 | | Amendment to Joinder Agreement between the Company and William C. Taylor. |
4
