PRCP Perceptron Inc

As filed with the Securities and Exchange Commission on   December 19 ,   2017

Registration No. 333- _____



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8



REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933



47827 Halyard Drive

Plymouth, Michigan 48170

(734) 414-6100

(Address, including zip code, and telephone number, including area code, of principal executive offices)



(Name and address, including zip code, and telephone number, including area code, of agent for service)



Copy to:

Thomas S. Vaughn , Esq.

Dykema Gossett PLLC

400 Renaissance Center

Detroit, Michigan 48243

(313)568-6800



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):



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 7(a)(2)(B) of the Securities Act. [  ]



















In accordance with general instruction E to Form S-8, Perceptron, Inc. (the “Company”) hereby incorporates by reference the contents of its Registration Statement on Form S-8, File No. 333-131421 , filed on January 31, 2006, registering 600,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan ,   the contents of its Registration Statement on Form S-8, File No. 333- 163325 , filed on November 24 , 2009, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan and the contents of its Registration Statement on Form S-8, File No. 333- 185209 , filed on November 30 , 2012, registering 400,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan , and the contents of its Registration Statement on Form S-8, File No. 333 - 195073 , filed on April 4, 2014, registering 700,000 shares of Common Stock of the Company, par value $.01 per share to be issued pursuant to the Company’s First Amended and Restated 2004 Stock Incentive Plan.