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): May 6, 2013

 

PERCEPTRON, INC.

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(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

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(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 May 6, 2013, Perceptron, Inc. (“Company”) and Comerica Bank entered into the Fifth Amendment to the Credit Agreement dated as of November 16, 2010 (as amended, the “Credit Agreement”). The Fifth 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, $3,700,000) 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 Fifth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 8.01. OTHER EVENTS

 

On May 7, 2013, Perceptron, Inc. (the “Company”) announced that its Board of Directors declared an annual dividend of fifteen cents ($0.15) per share of Common Stock. The dividend will be paid on June 27, 2013 to shareholders of record at the close of business on June 6, 2013.

 

The Company’s Board of Directors may change the Company’s dividend policy and dividend amounts at any time, or discontinue the payment of dividends altogether, due to a number of factors, including covenants in the Company’s loan agreement requiring the approval of the Company’s bank prior to the payment of dividends, the Company’s levels of available capital, the Company’s future operating results, or the determination to use or reserve the Company’s cash resources for other purposes.

 

A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

C. Exhibits.

 

Exhibit No.   Description
     
10.1   Fifth Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica Bank
99.1   Press Release dated May 7, 2013.

 

 

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:  May 7, 2013 /s/ David W. Geiss
  By: David W. Geiss
  Title: Vice President, General Counsel & Secretary

 

 

 
 

  

EXHIBIT INDEX

 

Exhibit No.   Description
     
10.1   Fifth Amendment to the Amended and Restated Credit Agreement, dated November 16, 2010, between Perceptron, Inc. and Comerica Bank
99.1   Press Release dated May 7, 2013.

 

 

 

 

FIFTH AMENDMENT TO
CREDIT AGREEMENT

 

THIS FIFTH AMENDMENT (“Amendment”) dated as of May 6, 2013, 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, $3,700,000) 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: /s/ John H. Lowry, III
     
  Its: CFO

 

 

 

 

 

 

 

 

 

Contact: Jack Lowry

Vice President of Finance and CFO

734-414-6100

 

 

 

PERCEPTRON ANNOUNCES $0.15 PER SHARE ANNUAL DIVIDEND

 

 

Plymouth, Michigan, May 7, 2013 – The Board of Directors of Perceptron, Inc. ( NASDAQ: PRCP ) today declared an annual dividend of $0.15 per share of common stock to be paid on June 27, 2013 to shareholders of record on June 6, 2013.

 

Richard Marz, Chairman of Perceptron’s Board of Directors commented, “Since we paid our special dividend on November 1, 2012, the Board has discussed alternative approaches to providing an on-going, regular program of dividends for our shareholders. We decided that an annual dividend, payable in June each year, represents the best approach for Perceptron and its shareholders. Since we declared our special dividend last fall, Perceptron’s share price has outperformed the market and we believe that offering a meaningful dividend will further enhance the overall return to our shareholders. As a Board, we also believe that providing a cash return to investors via an annual dividend helps to express the confidence we have in the future of Perceptron.”

 

Harry Rittenour, President and CEO of Perceptron, added, “We expect to have a profitable year in fiscal year 2013, and with our strong cash position, we felt it was appropriate to provide shareholders with an added return on their investment in Perceptron. As we look to the future, we will continue to balance the desire to provide meaningful returns to our shareholders while pursuing our long-term growth objectives.”

 

Perceptron will issue a press release on its third quarter fiscal year 2013 financial results on Wednesday May 8, 2013 and hold its quarterly earnings call with investors and analysts on Thursday, May 9, 2013 at 10:00 AM EDT. Investors can access the call at:

 

 

Webcast http://www.visualwebcaster.com/event.asp?id=93869
Conference Call 888 312-3048 (domestic callers) or
  719 325-2448 (international callers)
Conference ID 9527386
   
If you are unable to participate during the live webcast, the call will be digitally rebroadcast for seven days, beginning at 2:00 PM (EDT) on Thursday May 9, 2013.
   
Rebroadcast 888 203-1112 (domestic callers) or
  719 457-0820 (international callers)
Passcode 9527386

 

 

A replay of the call will also be available on the Company’s website at www.perceptron.com for approximately one year following the call.

 

 

47827 Halyard Drive • Plymouth, Michigan 48170 • Phone 734-414-6100 • Fax 734-414-4700

 

 
 

 

Page 2

May 7, 2013

 

About Perceptron ®

Perceptron develops, produces, and sells non-contact measurement and inspection solutions for industrial applications. The Company’s products provide solutions for manufacturing process control as well as sensor and software technologies for non-contact measurement, scanning, and inspection applications. Automotive and manufacturing companies throughout the world rely on Perceptron’s metrology solutions to help them manage their complex manufacturing processes to improve quality, shorten product launch times and reduce overall manufacturing costs. The Company also offers Value Added Services such as training and customer support services. Headquartered in Plymouth, Michigan, Perceptron has approximately 230 employees worldwide, with operations in the United States, Germany, France, Spain, Brazil, Japan, Singapore, China and India. For more information, please visit www.perceptron.com .

 

Safe Harbor Statement

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation as to its future dividend payments, its fiscal year 2013 and future new order bookings, revenue, expenses, income and backlog levels, trends affecting its future revenue levels, the rate of new orders, the timing of revenue and income from new products which we have recently released or have not yet released, and the timing of the introduction of new products. When we use words such as “will,” “should,” “believes,” “expects,” “anticipates,” “estimates” or similar expressions, we are making forward-looking statements. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of the Company’s Annual Report on Form 10-K for fiscal 2012. The Company’s Board of Directors may change the Company’s dividend policy and dividend amounts at any time, or discontinue the payment of dividends altogether, due to a number of factors, including covenants in the Company’s credit agreement requiring the prior approval of dividends by the Company’s bank, the Company’s levels of available capital, the Company’s future operating results, or the determination to use or reserve the Company’s cash resources for other purposes. Other factors not currently anticipated by management may also materially and adversely affect our financial condition, liquidity or results of operations. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise. The Company's expectations regarding future bookings and revenues are projections developed by the Company based upon information from a number of sources, including, but not limited to, customer data and discussions. These projections are subject to change based upon a wide variety of factors, a number of which are discussed above. Certain of these new orders have been delayed in the past and could be delayed in the future. Because the Company's products are typically integrated into larger systems or lines, the timing of new orders is dependent on the timing of completion of the overall system or line. In addition, because the Company's products have shorter lead times than other components and are required later in the process, orders for the Company's products tend to be issued later in the integration process. A significant portion of the Company’s projected revenues and net income depends upon the Company’s ability to successfully develop and introduce new products, expand into new geographic markets and successfully negotiate new sales or supply agreements with new customers. Because a significant portion of the Company’s revenues are denominated in foreign currencies and are translated for financial reporting purposes into U.S. Dollars, the level of the Company’s reported net sales, operating profits and net income are affected by changes in currency exchange rates, principally between the U.S. Dollar and Euro. Currency exchange rates are subject to significant fluctuations, due to a number of factors beyond the control of the Company, including general economic conditions in the United States and other countries. Because the Company’s expectations regarding future revenues, order bookings, backlog and operating results are based upon assumptions as to the levels of such currency exchange rates, actual results could differ materially from the Company’s expectations.