Attached files
| file | filename |
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| EX-99.1 - PERCEPTRON INC/MI | v203683_ex99-1.htm |
| EX-10.1 - PERCEPTRON INC/MI | v203683_ex10-1.htm |
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): November 16, 2010
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PERCEPTRON, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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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
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48170-2461
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (734) 414-6100
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Not Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box 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):
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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Credit
Agreement
On November 16, 2010, Perceptron, Inc.
(“Company”) entered into an Amended and Restated Credit Agreement (“New Credit
Agreement”) with Comerica Bank which replaced the Credit Agreement dated October
24, 2002 and its thirteen amendments. The secured New Credit
Agreement provides for borrowings of up to $6.0 million and expires on November
1, 2012. Proceeds under the New Credit Agreement may be used for
working capital and capital expenditures. Security under the New
Credit Agreement is substantially all non-real estate assets of the Company held
in the United States. Borrowings are designated as a Libor-based
Advance or as a Prime-based Advance if the Libor-based Advance is not
available. Interest on Libor-based Advances is calculated currently
at 2.35% above the Libor Rate offered at the time for the period chosen, and is
payable on the last day of the applicable period. The Company may not
select a Prime-based rate for Advances except during a period of time during
which the Libor-based rate is not available as the applicable interest
rate. Interest on Prime-based Advances is payable on the first
business day of each month commencing on the first business day following the
month during which such Advance is made and at maturity and is calculated daily,
using the interest rate established by Comerica Bank as its prime rate for its
borrowers. Quarterly, the Company pays a commitment fee of 0.15% per
annum on the daily unused portion of the New Credit Agreement. The
New Credit Agreement prohibits the Company from paying dividends but permits the
Company to repurchase up to $5.0 million of its common stock through December
31, 2011. In addition, the New Credit Agreement requires the Company
to maintain a minimum Tangible Net Worth, as defined in the New Credit
Agreement, of not less than $36.5 million as of October 18, 2010, with a further
reduction to $35.5 million on June 30, 2011, minus the aggregate amount paid by
the Company to redeem its shares of its common stock during the period beginning
October 18, 2010 and ending December 31, 2011. The New Credit
Agreement also requires the Company to have no advances outstanding for 30 days
each calendar year. The foregoing is qualified in its entirety by
reference to the New Credit Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
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Item
5.07.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
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The 2010 Annual Meeting of Shareholders
(the “2010 Annual Meeting”) of the Company was held on November 16, 2010 at
the Company’s headquarters in Plymouth, Michigan. Of the 8,988,233 shares of the
Company’s common stock issued, outstanding and entitled to vote at the 2010
Annual Meeting, a total of 8,301,713 shares (or approximately 92.36%) were
represented in person or by proxy at the meeting. Set forth below are
the final voting results for the proposals voted on at the 2010 Annual
Meeting.
1. Election
of eight nominees to the Company’s Board of Directors for a one-year term
expiring at the 2011 Annual Meeting of Shareholders, or until their successors
are duly elected and qualified:
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Nominee
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For
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Number of Shares
Withheld
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Broker Non-Votes
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David
J. Beattie
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4,721,630 | 1,058,280 | 3,208,323 | |||||||||
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Kenneth
R. Dabrowski
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4,723,530 | 1,056,380 | 3,208,323 | |||||||||
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Philip
J. DeCocco
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4,716,330 | 1,063,580 | 3,208,323 | |||||||||
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W.
Richard Marz
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4,727,980 | 1,051,930 | 3,208,323 | |||||||||
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Robert
S. Oswald
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4,709,132 | 1,070,778 | 3,208,323 | |||||||||
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James
A. Ratigan
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4,616,480 | 1,163,430 | 3,208,323 | |||||||||
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Harry
T. Rittenour
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4,730,280 | 1,049,630 | 3,208,323 | |||||||||
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Terryll
R. Smith
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4,615,630 | 1,164,280 | 3,208,323 | |||||||||
As a
result, each nominee was elected by the Company’s shareholders, as recommended
by the Company’s Board of Directors.
2. Ratification
of Selection of Grant Thornton LLP as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2011:
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For
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Against
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Abstain
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8,249,466
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48,400 | 3,847 | ||||||
As a
result, the selection of Grant Thornton was ratified and approved by the
Company’s shareholders, as recommended by the Company’s Board of
Directors.
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Item
8.01.
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OTHER
EVENTS
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On
November 19, 2010, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing that its Board of Directors, as part
of the Company’s previously announced stock repurchase program, has authorized
the Company to enter into a Rule 10b5-1 trading plan (“Repurchase Plan”) with
Barrington Research Associates, Inc. to purchase up to $5.0 million of the
Company’s common stock through December 31, 2011 (less the dollar amount of
purchases by the Company outside the Repurchase Plan), in open market or
privately negotiated transactions, in accordance with the requirements of Rule
10b-18 of the Securities Exchange Act of 1934. Under the terms of the
Repurchase Plan, the Company will begin repurchasing shares on November 22,
2010.
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Item
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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C.
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Credit Agreement, dated November 16, 2010, between the
Company and Comerica
Bank.
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99.1
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Press
Release dated November 19, 2010 announcing the Company’s Adoption of a
10b5-1 Trading Plan.
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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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Registrant)
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Date:
November 22, 2010
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/s/ John H. Lowry, III
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By:
John H. Lowry, III
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Title:
Vice President, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Amended
and Restated Credit Agreement, dated November 16, 2010, between the
Company and Comerica Bank.
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99.1
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Press
Release dated November 19, 2010 announcing the Company’s Adoption of a
10b5-1 Trading Plan.
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