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):
September
28, 2012
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in
Charter)
|
Michigan
|
0-20206
|
38-2381442
|
|
State or Other Jurisdiction
|
(Commission
|
(IRS Employer
|
|
of Incorporation)
|
File Number)
|
Identification No.)
|
|
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 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 communication
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 communication
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On September 28, 2012, Perceptron, Inc.
(“Company”) and Comerica Bank entered into the Third Amendment to the Credit Agreement dated as of November 16, 2010
(as amended, the “Credit Agreement”). The Third Amendment amended Section 8.8 of the Credit Agreement to permit the
Company to pay cash dividends in an amount not to exceed $1,800,000 in any fiscal year of the Company (or in the case of the Company’s
fiscal year ending June 30, 2013, $2,800,000) so long as at the time declared and paid and after giving effect thereto no Event
of Default shall have occurred and be continuing. All other material terms of the Credit Agreement remain in full force and effect,
without waiver or modification. The foregoing is qualified in its entirety by reference to the Third Amendment, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On October 24, 2012, the Company and Comerica
Bank entered into the Fourth Amendment to the Credit Agreement. The Fourth Amendment extended the maturity date until November
1, 2014. All other material terms of the Credit Agreement remain in full force and effect, without waiver or modification. The
foregoing is qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.2
and incorporated herein by reference.
On October 24, 2012, the Company and Comerica
Bank also entered into an Amendment to the Revolving Credit Note, dated January 6, 2012, a copy of which is attached hereto as
Exhibit 10.3 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
C.
|
Exhibits.
|
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
|
|
10.1
|
Third Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica
Bank
|
|
|
10.2
|
Fourth Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica
Bank
|
|
|
10.3
|
Amendment to Revolving Credit Note, dated January 6, 2012, between Perceptron, Inc. and Comerica Bank
|
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.
|
|
PERCEPTRON, INC.
|
|
|
(Registrant)
|
|
|
|
|
Date: October 30, 2012
|
/s/
|
John H. Lowry, III
|
|
|
By:
Title:
|
Harry T. Rittenour
Vice President and Chief Financial Officer
|
EXHIBIT INDEX
|
Exhibit Number
|
Description
|
|
10.1
|
Third Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica Bank
|
|
10.2
|
Fourth Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica Bank
|
|
10.3
|
Amendment to Revolving Credit Note, dated January 6, 2012, between Perceptron, Inc. and Comerica Bank
|
THIRD AMENDMENT TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT
(“Amendment”) dated as of September 28, 2012, by and between Perceptron, Inc. (“Company”) and Comerica
Bank (“Bank”).
RECITALS:
A.
Company and Bank entered into an Amended and Restated Credit Agreement dated as of November 16, 2010, as amended (“Agreement”).
B.
Company and Bank desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, the
parties agree as follows:
1.
Section 8.8 of the Agreement is amended to read as follows:
“8.8 Declare
or pay any dividends or make any other distribution upon its stock except (a) dividends payable in the stock of Company and (b)
dividends in an amount not to exceed $1,800,000 in any fiscal year of Company (or in the case of Company’s 2013 fiscal year,
$2,800,000) paid in cash so long as at the time declared and paid and after giving effect thereto no Event of Default (or default
which with the giving of notice or the passage of time or both would constitute an Event of Default) shall have occurred and be
continuing.”
2.
Company
hereby represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance
of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company’s
corporate powers, have been duly authorized, are not in contravention of law or the terms of Company’s Articles of Incorporation
or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any
other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their
terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12
of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date
hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct
as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with
Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the
giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended,
has occurred and is continuing as of the date hereof.
3.
Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force
and effect.
4.
This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank and (b) execution by the
Guarantor of the attached Acknowledgment of Guarantor.
IN WITNESS the due
execution hereof as of the day and year first above written.
|
COMERICA BANK
|
|
PERCEPTRON, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert Rosati
|
|
By:
|
/s/ John H. Lowry, III
|
|
|
|
|
|
|
|
Its:
|
Vice President
|
|
Its:
|
CFO
|
ACKNOWLEDGMENT OF GUARANTOR
The undersigned guarantor
acknowledges and agrees to the foregoing Third Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered
by the undersigned to the Bank remains in full force and effect in accordance with its terms.
|
|
PERCEPTRON GLOBAL, INC.
|
|
|
|
|
|
By:
|
John
H. Lowry, III
|
|
|
|
|
|
|
Its:
|
CFO
|
FOURTH AMENDMENT TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT
(“Amendment”) dated as of October 24, 2012, by and between Perceptron, Inc. (“Company”) and Comerica Bank
(“Bank”).
RECITALS:
A.
Company and Bank entered into an Amended and Restated Credit Agreement dated as of November 16, 2010, as amended (“Agreement”).
B.
Company and Bank desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, the
parties agree as follows:
1.
The definition of Revolving Credit Maturity Date in Section 1 of the Agreement is amended to read as follows:
“Revolving
Credit Maturity Date” shall mean November 1, 2014.
2.
Company
hereby represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance
of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company’s
corporate powers, have been duly authorized, are not in contravention of law or the terms of Company’s Articles of Incorporation
or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any
other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their
terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12
of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date
hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct
as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with
Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the
giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended,
has occurred and is continuing as of the date hereof.
3.
Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force
and effect.
4.
This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank, (b) execution by the Guarantor
of the attached Acknowledgment of Guarantor and (c) execution by Company of an Amendment to Note on form acceptable to Bank.
IN WITNESS the due
execution hereof as of the day and year first above written.
|
COMERICA BANK
|
|
PERCEPTRON, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert Rosati
|
|
By:
|
/s/ John H. Lowry, III
|
|
|
|
|
|
|
|
Its:
|
Vice President
|
|
Its:
|
Chief Financial Officer
|
ACKNOWLEDGMENT OF GUARANTOR
The undersigned guarantor
acknowledges and agrees to the foregoing Fourth Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered
by the undersigned to the Bank remains in full force and effect in accordance with its terms.
|
|
PERCEPTRON GLOBAL, INC.
|
|
|
|
|
|
By:
|
John
H. Lowry, III
|
|
|
|
|
|
|
Its:
|
Chief Financial Officer
|
|
Amendment to Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This Amendment to Note (“Amendment”),
made, delivered, and effective as of October 24, 2012, by and between Perceptron, Inc. (“Borrower”) and COMERICA BANK
(“Bank”).
WHEREAS
, Borrower and Bank are parties
to that certain note in the original principal amount of $6,000,000 dated January 6, 2012 (“Note”); and
WHEREAS
, Bank and Borrower desire
to amend the Note as set forth below;
NOW, THEREFORE
, in consideration
of the premises and the mutual promises contained in this Amendment, Borrower and Bank agree as follows:
|
|
1.
|
The Maturity Date is now November 1, 2014.
|
|
|
2.
|
Borrower is responsible for all costs incurred by Bank, including without limit reasonable attorney
fees, with regard to the preparation and execution of this Amendment.
|
|
|
3.
|
The execution of this Amendment shall not be deemed to be a waiver of any Default or Event of Default.
|
|
|
4.
|
All terms used in this Amendment which are defined in the Note shall have the same meaning as used
in the Note, unless otherwise defined in this Amendment.
|
|
|
5.
|
Borrower waives, discharges, and forever releases Bank, Bank’s employees, officers, directors,
attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions
that Borrower has or may have had at any time up through and including the date of this Amendment, against any or all of the foregoing,
regardless of whether any such claims, causes of action, allegations or assertions are known to Borrower or whether any such claims,
causes of action, allegations or assertions arose as result of Bank’s actions or omissions in connection with the Note, or
any amendments, extensions or modifications thereto, or Bank’s administration of the debt evidenced by the Note or otherwise.
|
|
|
6.
|
This Amendment is not an agreement to any further or other amendment of the Note.
|
|
|
7.
|
Borrower expressly acknowledges and agrees that except as expressly amended in this Amendment,
the Note, as amended, remains in full force and effect and is ratified, confirmed and restated.
|
IN WITNESS WHEREOF
, the parties
have executed and delivered this Amendment on the date set forth above.
|
|
PERCEPTRON, INC.
|
|
|
|
|
|
By:
|
/s/ John H. Lowry, III
|
|
|
|
SIGNATURE OF
|
|
|
|
|
|
|
Its:
|
Vice President and Chief Financial Officer
|
|
|
|
TITLE
|
|
|
COMERICA BANK
|
|
|
|
|
|
By:
|
/s/ Robert A. Rosati
|
|
|
|
SIGNATURE OF ROBERT A. ROSATI
|
|
|
|
|
|
|
Its:
|
Vice President
|
|
|
|
TITLE
|