UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2012.
Commission file number: 0-20206
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Michigan | 38-2381442 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
47827 Halyard Drive, Plymouth, Michigan | 48170-2461 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(734) 414-6100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
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 | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of each of the issuer’s classes of common stock as ofMay 8, 2012, was:
Common Stock, $0.01 par value | 8,397,722 | |
Class | Number of shares |
EXPLANATORY NOTE
Perceptron, Inc. (“Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2012 (“Original Report”). This Amendment No. 1 is being filed solely to amend the principal officers’ certifications by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 that were filed as Exhibit 32 to the Original Report, to correct a typographical error whereby an incorrect date was inadvertently provided on the certifications. Item 6 of Part II is included for reference purposes as the Company has filed as exhibits to this Amendment No. 1 the certifications pursuant to Section 302 and Section 906 of the Sarbanes – Oxley Act of 2002. This Amendment No. 1 does not affect any other items in the Company’s Original Report.
Except as otherwise expressly stated in the items contained in this Amendment No. 1, this Amendment No. 1 continues to speak as of the date of the Original Report and the Company has not modified or updated the disclosures contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s Original Report. The filing of this Amendment No. 1 shall not be deemed an admission that the Original Report when filed included any untrue statement of a material fact or omitted a material fact necessary to make a statement therein not misleading.
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PART II. OTHER INFORMATION
| ITEM 6. | EXHIBITS |
| 31.1 | Certification by the Chief Executive Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934. | |
| 31.2 | Certification by the Chief Financial Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934. | |
| 32 | Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a – 14(b) of the Securities Exchange Act of 1934. | |
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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 thereunto duly authorized.
Perceptron, Inc. (Registrant) | ||||||
| Date: July 16, 2012 | By: | /S/ Harry T. Rittenour | ||||
| Harry T. Rittenour | ||||||
| President and Chief Executive Officer | ||||||
| Date: July 16, 2012 | By: | /S/ John H. Lowry III | ||||
| John H. Lowry III | ||||||
| Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
| Date: July 16, 2012 | By: | /S/ Sylvia M. Smith | ||||
| Sylvia M. Smith | ||||||
| Vice President, Controller and Chief Accounting | ||||||
| Officer (Principal Accounting Officer) | ||||||
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