Current Report Filing (8-k)
December 21 2017 - 04:22PM
Edgar (US Regulatory)
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):
December 18, 2017
PERCEPTRON,
INC.
(Exact name of registrant as specified in its charter)
Michigan
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0-20206
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38-2381442
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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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 December 18, 2017, Perceptron, Inc. (the “Company”) entered into the Third 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 Third Amendment to Voting Agreement (the “Voting
Agreement Amendment”) with Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Moab”) on
December 18, 2017, which amended the Voting Agreement, dated August 9, 2016, between the Company and Moab. The Standstill Agreement
Amendment and the Voting Agreement Amendment provide that by June 30, 2018, David L. Watza, as President and Chief Executive Officer
of the Company, will be appointed to the Board of Directors of the Company to fill a vacancy left by the resignation of either
Robert S. Oswald or Terryll R. Smith, who will resign from the Board at that time to facilitate the appointment.
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.
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Description
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Exhibit
10.1
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Third Amendment to Standstill Agreement, dated December 18, 2017, between the Company, Harbert Discovery Fund LP, Harbert
Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation.
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Exhibit 10.2
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Third Amendment to Voting Agreement, dated December 18, 2017, between the Company, Moab Partners, L.P. and Moab Capital Partners,
LLC.
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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 hereunto duly authorized.
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PERCEPTRON, INC.
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Date: December 21, 2017
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/s/ David L. Watza
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By: David L. Watza
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Its: President, Chief Executive Officer and Chief Financial Officer
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