1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A-1

(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 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: 0-20206

PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)

Michigan 38-2381442
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)

47827 Halyard Drive
Plymouth, Michigan 48170-2461
(734) 414-6100
(Registrant's telephone number, including area code)

Securities registered pursuant to section 12(b) of the act: None

Securities registered pursuant to section 12(g) of the act:
Common Stock, $0.01 par value
Rights to Purchase Preferred Stock
(TITLE OF CLASS)

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 if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on March
17, 1999, as reported by The Nasdaq Stock Market, was approximately $34,100,000
(assuming, but not admitting for any purpose, that all directors and executive
officers of the registrant are affiliates).

The number of shares of Common Stock, $0.01 par value, issued and
outstanding as of March 17, 1999, was: 8,169,152.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table lists the members of the Board of Directors and executive
officers of the Company. The directors shall serve until the 2000 Annual Meeting
of Shareholders or until the election and qualification of their successors or
until their resignation or removal. The officers listed below were appointed by
the Board of Directors and serve in the capacities indicated. Executive officers
are normally appointed annually by the Board of Directors and serve at the
pleasure of the Board.

Position, Principal Occupations
Name and Age and Other Directorships
- ----------------------------------------- -----------------------------------------------------------------------------

David J. Beattie, 57............. Mr. Beattie has been a director of the Company since 1997. Mr. Beattie has
been Senior Vice President, Sales and Marketing of McNaughton - McKay Electric
Company ("MME") since February 1997, where he is responsible for all sales and
marketing activities, strategic planning, engineering and related services. In
addition, he serves as Chief Operating Officer of MME's Southern Region. He
has been employed by MME since 1978 in various capacities including Chief
Engineer, Sales Manager and Vice President. MME is a distributor of industrial
automation products and services. Mr. Beattie served as a director of Trident
Systems, Inc. prior to its acquisition by the Company in April 1997.

Philip J. DeCocco, 61............ Mr. DeCocco has been a director of the Company since 1996. Mr. DeCocco has
been President of Sturges House, Inc., a company founded by Mr. DeCocco, since
1983. Sturges House, Inc. offers executive recruiting and management
consulting services in human resources, strategic planning, executive
development and organization design and development to various companies.

Robert S. Oswald, 57............. Mr. Oswald has been a director of the Company since 1996. Mr. Oswald has been
Chairman, President and Chief Executive Officer of Robert Bosch Corporation, a
manufacturer of automotive components and systems, since July 1996 and prior
to that time, from January 1994 to June 1996, was President and Chief
Executive Officer of such company. Mr. Oswald serves as a director and member
of the management board of Robert Bosch, Gmbh and a director of Robert Bosch
Corporation.

Alfred A. Pease, 53.............. Mr. Pease has been a director of the Company since 1996 and Chairman of the
Board since July 1996. Since February 1996, Mr. Pease has been President and
Chief Executive Officer of the Company. From November 1993 to February 1996,
Mr. Pease was President and founder of Digital Originals, Inc., a manufacturer
of digital imaging products and related software.

Louis R. Ross, 67................ Mr. Ross has been a director of the Company since 1996. Mr. Ross owns and
operates Ross Consulting Inc., a company which provides consulting services in
quality management, manufacturing and investments. Mr. Ross retired in January
1996 as Vice Chairman and Chief Technical Officer of Ford Motor Company
("Ford") and as a member of Ford's Office of Chief Executive and its Board of
Directors. Mr. Ross was a member of Ford's Board of Directors and Ford's
Office of Chief Executive since 1985, and Vice Chairman since 1993.

Terryll R. Smith, 49............. Mr. Smith has been a director of the Company since 1996. Mr. Smith has been
President and Chief Executive Officer of picoNetworks, an integrated circuits
and software services company, since December 1998. Mr. Smith serves as a
director of picoNetworks. From February 1996 to March 1998, Mr. Smith was
Group Vice President, Sales and Marketing of Advanced Micro Devices, Inc.
("AMD"), a manufacturer of integrated circuits. From January 1994 to February
1996, Mr. Smith was Group Vice President, Applications Solutions Products of
AMD. From October 1992 to January 1994, Mr. Smith was Vice President,
International Sales and Marketing of AMD.

John J. Garber, 57............... Mr. Garber has been Vice President - Finance and Chief Financial Officer of
the Company since February 1999. Prior to that, he was, from September 1991 to
February 1999, the Chief Financial Officer of Newcor, Inc., whose principal
business is the precision machining of components for the automotive, medium
and heavy duty truck and agricultural industries.

Dean J. Massab, 37............... Mr. Massab has been Vice President - Automotive Business Unit of the Company
since June 1998. Prior to that, he was Vice President, Marketing and Advanced
Business Development from January 1997 until June 1998, and Director of North
American Automotive Sales and Support from December 1994 until January 1997.
From October 1992 to December 1994, Mr. Massab was the Manager, North American
Operations of Schlatter, Inc., a flexible welding systems business.

Frank H.W. Schoenwitz, 62........ Mr. Schoenwitz has been Vice President - European Business Unit of the Company
since February 1998. Prior to that, he was the President and Chief Executive
Officer from August 1987 to February 1998 of WELDUN International, a
wholly-owned subsidiary of the Robert Bosch Corporation.

ITEM 11: COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

All of the members of the Board of Directors who are not employed by the
Company (other than the Chairman of the Board) (the "Eligible Directors") will
receive an annual retainer of $10,000, paid quarterly in the amount of $2,500,
beginning April 1, 1999. All Eligible Directors who serve on more than one
committee of the Board of Directors shall receive $2,000 for each committee in
excess of one on which he serves. All Eligible Directors receive $1,250 for each
Board meeting attended. In addition, directors are reimbursed for their
out-of-pocket expenses incurred in attending Board and committee meetings.
Directors are also eligible to participate in the Company's 1992 Stock Option
Plan (the "1992 Plan").

All Eligible Directors participate in the Directors Stock Option Plan
(the "Directors Plan"). Any Eligible Director who is first elected or appointed
after February 9, 1995 will receive an option to purchase 15,000 shares of
Common Stock on the date of his or her election or appointment ("Initial
Option"). In addition, each Eligible Director who has been a director for six
months before the date of each Annual Meeting of Shareholders held during the
term of the Directors Plan automatically will be granted, as of the date of such
Annual Meeting, an option to purchase an additional 1,500 shares of Common Stock
(an "Annual Option"). The Directors Plan expires on February 9, 2000. The
exercise price of options granted under the Directors Plan is the last reported
sale price per share of the Company's Common Stock as quoted on The Nasdaq Stock
Market's National Market on the date of grant. Each option granted under the
Directors Plan as an Initial Option becomes exercisable in full on the first
anniversary of the date of grant. Options

granted as Annual Options become exercisable in three annual increments of
33 1/3% of the shares subject to the option. The exercisability of such options
is accelerated in the event of the occurrence of certain changes in control of
the Company. All options granted under the Plan are exercisable for a period of
ten years from the date of grant, unless earlier terminated due to the
termination of the Eligible Director's service as a director of the Company.

EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth certain information as to compensation
paid by the Company for services rendered in all capacities to the Company and
its subsidiaries during the fiscal years ended December 31, 1996, 1997, and 1998
to (i) the Company's Chief Executive Officer, (ii) the Company's executive
officers at December 31, 1998 (other than the Chief Executive Officer) whose
aggregate annual salary and bonus exceeded $100,000 and (iii) a former executive
officer, who during portions of the fiscal year ended December 31, 1998 was
classified as an executive officer for purposes of the Commission's regulations,
whose aggregate annual salary and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation Awards
------------------------------------------ ---------
Name and Other Annual All Other
Principal Position Year Salary($) Bonus($) Compensation($)(1) Options(#) Compensation($)
- ------------------ ---- --------- -------- ------------------ ---------- ---------------

Alfred A. Pease . . . . 1996 175,000 104,778 42,120(3) 200,000 51,177(4)
President, Chief 1997 214,000 37,878 20,821(3) 30,000 29,925(4)(6)
Executive Officer 1998 230,000 0 0 -- 6,800(7)
and Chairman of the
Board (2)

Dean J. Massab . . . . 1998 123,788 0 0 30,000 5,153(7)
Vice President
Automotive
Business Unit (9)

Frank H.W. Schoenwitz. . . 1998 147,505 25,000 0 33,000 67,047(7)(8)
Vice President
European Business
Unit (10)

John G. Zimmerman. . 1996 61,384 5,650 -- 35,000 627(5)
Former Vice 1997 123,418 20,025 -- 5,000 7,260(6)
President and Chief 1998 110,150 0 -- 0 6,716(7)
Financial Officer(11)

- --------------------------
(1) Perquisites and other personal benefits were provided to all of the persons
named in the Summary Compensation Table. Disclosure of such amounts is not
required because such amounts were less than 10% of the total annual salary
and bonuses reported for each of the respective individuals for each period
presented.

(2) Mr. Pease became President and Chief Executive Officer in February 1996 and
Chairman of the Board in July 1996.

(3) Includes payment of certain tax "gross up" amounts of $42,120 and $20,821
for certain taxable income received by Mr. Pease in 1996 and 1997 as
described under "All Other Compensation."

(4) "All Other Compensation" includes reimbursements for temporary housing,
moving and travel expenses related to Mr. Pease's relocation to Michigan in
1996 totaling $22,925 and reimbursements for closing costs in the amount of
$28,252 related to the sale of Mr. Pease's former residence in 1996, and
$23,396 of reimbursements for closing costs relating to the purchase of a
new residence in 1997.

(5) "All Other Compensation" is comprised of the dollar value of any life
insurance premiums paid by the Company in the fiscal year ended December
31, 1996 with respect to term life insurance for the benefit of the named
executive as follows: Mr. Zimmerman $627.

(6) "All Other Compensation" is comprised of (i) contributions made by the
Company to the accounts of the named executive officers under the Company's
401(k) Plan with respect to the fiscal year ended December 31, 1997 as
follows: Mr. Pease $4,750 and Mr. Zimmerman $4,750; and (ii) the dollar
value of any life insurance premiums paid by the Company in the fiscal year
ended December 31, 1997 with respect to term life insurance for the benefit
of the named executives as follows: Mr. Pease $1,779 and Mr. Zimmerman
$2,510.

(7) "All Other Compensation" is comprised of (i) contributions made by the
Company to the accounts of the named executive officers under the Company's
401(k) Plan with respect to the fiscal year ended December 31, 1998 as
follows: Mr. Pease $5,000; Mr. Massab $4,750 and Mr. Zimmerman $4,156; and
(ii) the dollar value of any life insurance premiums paid by the Company in
the fiscal year ended December 31, 1998 with respect to term life insurance
for the benefit of the named executives as follows: Mr. Pease $1,800; Mr.
Massab $403; Mr. Schoenwitz $3,613 and Mr. Zimmerman $2,560.

(8) "All Other Compensation" includes reimbursements for temporary housing,
moving and travel expenses related to Mr. Schoenwitz's relocation to
Germany and reimbursements for closing costs in 1998 totaling $63,434.

(9) Mr. Massab became Vice President - Automotive Business Unit in June 1998.

(10) Mr. Schoenwitz became Vice President - European Business Unit in February
1998.

(11) Mr. Zimmerman became Vice President - Finance and Chief Financial Officer
in July 1996 and resigned as Vice President - Finance and Chief Financial
Officer of the Company in November 1998.

GRANTS OF OPTIONS

The following table sets forth certain information concerning
individual grants of stock options to each of the persons named in the Summary
Compensation Table made during the fiscal year ended December 31, 1998. All
grants described in the following table were made under the Company's 1992 Stock
Option Plan and contain the Option Acceleration Provision (as defined under
"Item 11 -- Compensation of Directors and Officers -- Executive Officers --
Termination of Employment and Change of Control Arrangements").

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
- -------------------------------------------------------------------------------------------------------- Potential Realizable Value
At Assumed Annual Rates Of
Number of Percent of Total Stock Price Appreciation
Securities Options Granted To Exercise Or for Option Term (3)
Underlying Option Employees In Base Price Expiration --------------------------
Name Granted (#) Fiscal Year (1) ($/Sh) Date(2) 5%($) 10%($)
- ---- ----------------------- ---------------------- -------------- ----------- -------- -------

Alfred A. Pease............ 0 0 -- -- -- --
Dean J. Massab............. 30,000(4) 18.2 7.40 07/31/08 139,615 353,811
Frank H.W. Schoenwitz...... 30,000(5) 18.2 20.48 02/28/08 386,392 979,195
Frank H.W. Schoenwitz...... 3,000(6) 1.8 6.76 08/31/08 12,754 32,321
John G. Zimmerman.......... 0 0 -- -- -- --

(1) Options to purchase a total of 164,500 shares of Common Stock were granted
to team members in the fiscal year ended December 31, 1998.

(2) Options expire on the date indicated, or, if earlier, one year after the
optionee's death or permanent disability or three months after the
optionee's termination of employment.

(3) Represents the value of such options at the end of its ten year term
(without discounting to present value) assuming the market prices of the
Common Stock appreciates from the grant date at an annually compounded rate
of 5% or 10%. These amounts represent rates of appreciation only. Actual
gains, if any, will be dependent on overall market conditions and on the
future performance of the Common Stock. There can be no assurance that the
amounts reflected in this table will be achieved.

(4) Consists of 16,942 of nonqualified options and 13,058 of incentive stock
options. Nonqualified options become exercisable in one installment of
6,386 shares of Common Stock on August 1, 1999 and two annual installments
of 5,278 shares of Common Stock beginning August 1, 2000. The Incentive
Stock Options become exercisable in one installment of 1,114 shares of
Common Stock on August 1, 1999, two annual installments of 2,222 shares of
Common Stock beginning on August 1, 2000 and a final installment of 7,500
shares of Common Stock on August 1, 2002.

(5) Consists of 10,472 of nonqualified options and 19,528 of incentive stock
options. Nonqualified options become exercisable in four annual
installments of 2,618 shares of Common Stock beginning March 1, 1999. The
Incentive Options become exercisable in four annual installments of 4,882
shares of Common Stock beginning March 1, 1999.

(6) Consists of 3,000 of nonqualified options which become exercisable in four
annual installments of 750 shares of Common Stock beginning September 1,
1999.

EXERCISE AND VALUE OF OPTIONS

The following table sets forth certain information concerning exercises
of stock options during the fiscal year ended December 31, 1998 by each of the
persons named in the Summary Compensation Table and the number of and the value
of unexercised stock options held by such persons as of December 31, 1998 on an
aggregated basis.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year-End(#) at Fiscal Year-Ends($)(1)
Acquired on Value -------------------------- -------------------------
Name Exercise(#) Realized($)(2) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ----------- -------------- ----------- ------------- ----------- -------------

Alfred A. Pease....... 0 0 107,500 122,500 0 0
Dean J. Massab........ 3,750 28,913 9,501 56,999 0 0
Frank H.W. Schoenwitz 0 0 0 33,000 0 0
John G. Zimmerman..... 0 0 18,751 21,249 0 0

- -----------------

(1) Represents the total gain which would have been realized if all such
options had been exercised on December 31, 1998.

(2) Represents the fair market value of the shares of Common Stock relating to
exercised options, as of the date of exercise, less the exercise price of
such options.

EMPLOYMENT AGREEMENTS

Mr. Pease serves in his present capacity pursuant to the terms of an
employment agreement. Mr. Pease's agreement provides for an annual base salary
of $200,000, subject to increase at the discretion of the Management Development
Committee, benefits comparable to the Company's other executive officers,
including life, disability and health insurance and the use of a Company leased
automobile and an annual performance bonus target level of 60% of his base
salary. Mr. Pease's base salary for 1999 is $230,000 and he will receive
reimbursement of reasonable monthly club dues. In addition, such agreement
provides for the reimbursement of temporary housing, travel and relocation
expenses incurred by Mr. Pease, including moving expenses, real estate brokerage
commissions and certain closing and loan costs associated with the sale of Mr.
Pease's prior residence and purchase of a new residence in the state of Michigan
and certain incidental expenses related to the relocation, plus a payment equal
to the income taxes payable by Mr. Pease as a result of the receipt of such
reimbursements and tax payment. In the event Mr. Pease's employment is
terminated without cause, his salary and benefits will continue for twelve
months and he will earn a pro rata portion of any bonus that would have been
earned in the year of the termination.

In the event Mr. Pease's employment is terminated without cause, all
remaining unexercisable options for shares of Common Stock granted to him in
1996 will become immediately exercisable. In 1996, Mr. Pease was granted options
to purchase 200,000 shares of Common Stock under the 1992 Plan. These options
become exercisable in cumulative annual installments of 25% beginning February
14, 1997 and expire on February 14, 2006.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

Payments due to Mr. Pease upon termination of his employment with the
Company are described above under "Item 11 -- Compensation of Directors and
Executive Officers -- Executive Officers -- Employment Agreements."

Agreements relating to stock options granted under the 1992 Plan to each of
the executive officers named in the Summary Compensation Table, as well as
certain other officers of the Company, also provide that such options become
immediately exercisable in the event that the optionee's employment is
terminated without cause, or there is a diminishment of the optionee's
responsibilities, following a Change of Control of the Company or, if, in the
event of a Change of Control, such options are not assumed by the person
surviving the Change of Control or purchasing the assets in the Change of
Control. A "Change of Control" is generally defined as a merger of the Company
in which the

Company is not the survivor, certain share exchange transactions, the sale or
transfer of all or substantially all of the assets of the Company, or any person
or group of persons (as defined by Section 13(d) the Securities Exchange Act of
1934, as amended) acquires more than 50% of the Common Stock ("Option
Acceleration Provision").

ITEM 12: SHARE OWNERSHIP OF MANAGEMENT AND CERTAIN SHAREHOLDERS

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock by each person known by management of the Company
to be the beneficial owner of more than five percent of its outstanding Common
Stock. The number of shares reported is as of the dates indicated in the
footnotes below. The percentage of class is based on 8,169,152 shares of Common
Stock outstanding on April 26, 1999. 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 and Address Amount and Nature
of Beneficial Owner of Beneficial Owner Percent of Class
- --------------------------------------------------------- ------------------- ----------------

BankAmerica Corporation, NB Holdings Corporation,
NationsBank NA, TradeStreet Investment Associates, Inc.
and NationsBanc Advisors Inc.
100 North Tryon St.
Charlotte, NC 28255 432,350(1) 5.3

Franklin Resources, Inc.,
Charles B. Johnson and Rupert H. Johnson, Jr.
777 Mariners Island Boulevard
San Mateo, California 94404 911,360(2) 11.2

Royce & Associates, Inc. Royce Management Co.
and Charles M. Royce
1414 Avenue of the Americas
New York, New York 10019 727,300(3) 8.9

Schwartz Investment Counsel, Inc.
and Schwartz Investment Trust
3707 W. Maple Rd.
Bloomfield Hills, Michigan 48301 473,800(4) 5.8

T. Rowe Price Associates, Inc., and
T. Rowe Price Small-Cap Value Fund, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202 650,800(5) 8.0

Wellington Management Company, LLP
and Wellington Trust Company, NA
75 State Street
Boston, Massachusetts 02109 689,600(6) 8.4

- ------------------------------
(1) Based upon their statement on Schedule 13G dated on February 4, 1999 and
filed with the Securities and Exchange Commission on February 5, 1999,
NationsBank NA has sole power to vote and dispose of 53,300 shares of
Common Stock and TradeStreet Investment Associates Inc. has sole power to
vote and dispose of 379,050 shares of Common Stock. Further, based upon
their statement on Schedule 13G, the shares are

beneficially owned indirectly by BankAmerica Corporation, a parent
holding company of the following: NB Holdings Corporation, which is a
holding company of its subsidiaries: NationsBank NA, a bank, and
NationsBanc Advisors Inc. and TradeStreet Investment Associates Inc.,
both registered Investment Advisors. BankAmerica and NB Holdings share
the power to vote and dispose of 432,350 shares of Common Stock and
NationsBanc Advisors Inc. shares the power to vote and dispose of 234,450
shares of Common Stock.

(2) Based upon their statement on Schedule 13G dated January 29, 1999 and
filed with the Securities and Exchange Commission on February 2, 1999,
Franklin Advisers, Inc. has sole power to vote and dispose of 890,500
shares of Common Stock and Franklin Management, Inc. has sole power to
dispose of 20,860 shares of Common Stock. Further, based upon their
statement on Schedule 13G, the shares of Common Stock are beneficially
owned by one or more open or closed-end investment companies or other
managed accounts which are advised by direct and indirect investment
advisory subsidiaries (the "Adviser Subsidiaries") of Franklin Resources,
Inc. ("FRI"). Such advisory contracts grant to such Adviser Subsidiaries
all investment and/or voting power over the securities owned by such
advisory clients. Charles B. Johnson and Rupert H. Johnson, Jr. each own
in excess of 10% of the outstanding common stock of FRI and are the
principal shareholders of FRI.

(3) Based upon their statement on Schedule 13G dated on February 8, 1999 and
filed with the Securities and Exchange Commission on February 10, 1999,
Royce & Associates, Inc. ("Royce") has sole power to vote and dispose of
710,200 shares of Common Stock and Royce Management Company ("RMC") has
sole power to vote and dispose of 17,100 shares of Common Stock. Further,
based upon their statement on Schedule 13G, Charles M. Royce may be
deemed to be a controlling person of Royce and RMC, and as such may be
deemed to beneficially own the shares of Common Stock beneficially owned
by Royce and RMC.

(4) Based upon their statement on Schedule 13G dated and filed with the
Securities and Exchange Commission on February 8, 1999, Schwartz
Investment Counsel, Inc. has sole power to vote and dispose of 243,500
shares of Common Stock and shared power to vote and dispose of 30,300
shares of Common Stock. Schwartz Investment Trust on behalf of its series
fund, Schwartz Value Fund, has sole power to vote and dispose of 200,000
shares of Common Stock.

(5) Based upon their statement on Schedule 13G dated and filed with the
Securities and Exchange Commission on February 11, 1999, T. Rowe Price
Associates, Inc. has sole power to dispose of, and T. Rowe Price
Small-Cap Value Fund, Inc. has sole power to vote, 650,800 shares of
Common Stock.

(6) Based upon its statement on Schedule 13G dated December 31, 1998 and
filed with the Securities and Exchange Commission on February 8, 1999,
Wellington Management Company, LLP has shared power to vote 168,600
shares and shared power to dispose of 689,600 shares of Common Stock.
Further, based upon its statement on Schedule 13G, virtually all of
Wellington Management Company's accounts involve outside persons who have
the right to receive or direct the receipt of dividends from, or the
proceeds from the sale of, securities in such accounts with respect to
the Common Stock. However, no such person's rights relate to more than
five percent of the Common Stock.

BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock by each of the directors and director nominees,
the persons named in the Summary Compensation Table and by all directors and
executive officers as a group as of April 26, 1999, 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 and Address Amount and Nature
of Beneficial Owner(1) of Beneficial Ownership Percent of Class
---------------------- ----------------------- ----------------

David J. Beattie(2)(3)...................... 15,500 *
Philip J. DeCocco(2)(4)..................... 17,000 *
Robert S. Oswald (2)(5)..................... 26,500 *
Alfred A. Pease (2)(6)...................... 159,250 1.9
Louis R. Ross (2)(7)........................ 18,500 *
Terryll R. Smith (2)(8)..................... 16,500 *
Dean J. Massab(9)........................... 14,669 *
Frank H.W. Schoenwitz(10)................... 7,500 *
John G. Zimmerman(11)....................... 156 *
Directors and executive officers as a group.
(9 persons)(3)(4)(5)(6)(7)(8)(9)(10)(12). 277,420 3.4

- --------------------------------
* Less than 1% of class

(1) The address for Messrs. Beattie, DeCocco, Oswald, Pease, Ross, Smith,
Massab, Schoenwitz, and Zimmerman is 47827 Halyard Drive, Plymouth,
Michigan 48170.

(2) Serves as a member of the Board of Directors of the Company.

(3) Represents options to purchase 15,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(4) Includes options to purchase 16,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(5) Includes options to purchase 16,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(6) Includes options to purchase 157,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(7) Includes options to purchase 16,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(8) Represents options to purchase 16,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(9) Includes options to purchase 14,502 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(10) Represents options to purchase 7,500 shares of Common Stock, which are
presently exercisable or which are exercisable within 60 days of April
26, 1999.

(11) John G. Zimmerman resigned as Vice President - Finance and Chief
Financial Officer in November 1998.

(12) Includes 2,000 shares owned by John J. Garber who became Vice President -
Finance and Chief Financial Officer in February 1999.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Under the securities laws of the United States, the Company's directors, its
executive (and certain other) officers, and any persons holding more than ten
percent of the Common Stock are required to report their ownership of the Common
Stock and any changes in that ownership to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Specific due
dates for these reports have been established and the Company is required to
report in this proxy statement any failure to file by these dates during the
Company's last fiscal year. All of these filing requirements were satisfied by
the Company's officers, directors and ten percent shareholders, except that Mr.
Pease failed to file on a timely basis one report relating to a single
transaction in Common Stock beneficially owned by him. In making these
statements, the Company has relied on the written representations of its
directors, officers and ten percent shareholders and copies of the reports that
have been filed with the Commission.

SIGNATURE

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to its Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

PERCEPTRON, INC.

/s/ Alfred A. Pease
---------------------------------------------
By: Alfred A. Pease
Its: Chairman, President and Chief Executive
Officer

Date: April 29, 1999