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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): MARCH 10, 2005
PPT VISION, INC.
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(Exact name of Registrant as specified in its charter)
MINNESOTA
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(State or other jurisdiction of incorporation)
0-11518 41-1413354
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(Commission File Number) (I.R.S. Employer
Identification No.)
12988 Valley View Road Eden Prairie,
Minnesota 55344
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (952) 996-9500
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))
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Items under Sections 1-4, 6 and 7 are not applicable and therefore omitted.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORTION OR BYLAWS; CHANGE
IN FISCAL YEAR.
ITEM 8.01 OTHER EVENTS.
On March 10, 2005, PPT Vision, Inc. (the "Company") issued a press
release attached hereto at Exhibit 99.1 announcing that its Board of Directors
approved a 1-for-4 reverse split of its common stock effective as of the close
of business on March 31, 2005 and the conversion to book-entry share
registration also effective as of March 31, 2005.
In connection with the reverse split, the Board of Directors also
approved an amendment to Article 4.1 of the Company's Articles of Incorporation
to proportionately reduce the number of shares of common stock authorized from
20,000,000 shares to 5,000,000 shares. The amendment to the Company's Articles
of Incorporation will become effective on March 31, 2005, the effective date of
the reverse split. The text of Article 4.1 of the Company's Articles of
Incorporation, as amended on March 10, 2005, is attached at Exhibit 3.1.
In connection with the conversion to book-entry share registration, the
Board of Directors approved amendments to Sections 5.01 and 5.02 of the
Company's Bylaws on March 10, 2005. Because book-entry share registration does
not involve the issuance or transfer of physical certificates to shareholders,
the Bylaws were amended to avoid conflict relating to the provisions of Sections
5.01 and 5.02 requiring that the Company's stock be certificated and that stock
certificates be surrendered upon transfer. With the amendments, shares of the
Company's common stock may be issued in certificated or uncertificated form and
a stock certificate must be surrendered upon transfer only if the shares were
issued in certificated form. The text of Sections 5.01 and 5.02 of the Company's
Bylaws, as amended on March 10, 2005, is attached at Exhibit 3.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press Release issued March 10, 2005.
3.1 Article 4.1 of the Articles of Incorporation of PPT Vision, Inc.,
as amended March 10, 2005.
3.2 Sections 5.01 and 5.02 of the Bylaws of PPT Vision, Inc.,
as amended March 10, 2005.
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, thereunto duly authorized.
PPT VISION, INC.
By: /s/ Joseph Christenson
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Joseph C. Christenson
President
Dated: March 10, 2005