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): February 27, 2015
PERCEPTRON,
INC.
(Exact name of registrant as specified in its charter)
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Michigan
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0-20206 | 38-2381442 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 47827 Halyard Drive, Plymouth, MI | 48170-02461 | ||
| (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)) |
| Item 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Coord3 Transaction
On February 27, 2015, (i) Perceptron CMM, LLC (the “Buyer”), a wholly owned subsidiary of Perceptron, Inc. (the “Company”), consummated the acquisition of the coordinate measuring machine business of Coord3 Industries s.r.l. pursuant to an agreement dated January 29, 2015 (the “Coord3 Agreement”), among Coord3 Industries, s.r.l., an Italian company, (“Coord3”) and Angelo Muscarella (collectively, the “Coord3 Sellers”) and the Buyer, as amended by a First Amendment dated February 27, 2015 (the “Amendment”), and (ii) the Company and certain of the Company’s subsidiaries entered into agreements to acquire selected assets of certain affiliates of Coord3 (the “Coord3 Transaction”).
Coord3 is a designer and manufacturer of coordinate measurement machines, based in Turin, Italy.
The aggregate purchase price paid in the Coord3 Transaction is €2.0 million, subject to certain closing adjustments. The purchase price was paid €1.7 million at or about closing and €300,000 to be paid 18 months following closing to the extent not used to cover indemnification obligations of the Coord3 Sellers. The Company funded the purchase price paid at closing from cash on hand.
In connection with the Coord3 Transaction, Coord3 contributed substantially all of its assets and liabilities to Coord3 s.r.l., a newly formed Italian company (“NewCo”). Buyer then acquired 100% of the share capital of NewCo. The liabilities of Coord3 contributed to NewCo include: (i) approximately €9.2 due to banks and for tax and other governmental obligations and (ii) accounts payable and other accrued liabilities.
The foregoing description of the Coord3 Transaction is qualified in its entirety by reference to the Coord3 Agreement, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2015 and the Amendment, which is attached as Exhibit 2.2 and incorporated herein by reference.
Next Metrology Transactions
On January 29, 2015, the Company consummated the acquisition of all of the share capital of Next Metrology Software s.r.o., a Czech Republic company, (the “NMS Transactions”) pursuant to the terms of (i) a Stock Purchase Agreement, dated January 29, 2015, between Keith Mills and the Company, (ii) a Stock Purchase Agreement, dated January 29, 2015, between Angelo Muscarella and the Company, and (iii) a Share Purchase Agreement, dated January 29, 2015, between Topmes s.r.o and the Company, (collectively, the “NMS Stock Purchase Agreements”).
Next Metrology Software s.r.o is a developer of software for coordinate measurement machines, based in Prague, Czech Republic.
The aggregate purchase price paid in the NMS Transactions for all of the share capital of NMS is €2.25 million. The purchase price was paid €1.8 million at closing and €250,000 upon the closing of the Coord3 Transaction, €100,000 to be paid 12 months following closing of the NMS Transactions to the extent not used to cover indemnification obligations of Mr. Mills and €100,000 to be paid 12 months following closing of the NMS Transactions to the extent not used to cover indemnification obligations of Mr. Muscarella. The Company funded the purchase price paid at closing from cash on hand.
In connection with the closing of the NMS Transactions, Mr. Mills was appointed Vice President, Global Marketing, for Perceptron. A deal consummation fee of €250,000 was paid to an affiliate of Mr. Mills upon the closing of the Coord3 Transaction.
The foregoing description of the NMS Transactions is qualified in its entirety by reference to the NMS Stock Purchase Agreements, which are incorporated herein by reference to Exhibits 10.2, 10.3 and 10.4 to the Company’s Current Report on Form 8-K filed on February 4, 2015.
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Next Metrology Software s.r.o. and Coord3 are related businesses under Rule 3-05 of Regulation S-X. The NMS Transactions were collectively insignificant, but when aggregated with the Coord3 Transaction, are significant to the Company.
| Item 9.01 | Financial Statements and Exhibits |
A. Financial Statements of Businesses Acquired . The financial statements with respect to the Coord3 Transaction and NMS Transactions required by Item 9.01(a), if any, will be filed by amendment to the Current Report not later than 71 days after the date on which this Current Report is required to be filed.
B. Pro Forma Financial Information . The pro forma financial information with respect to the Coord3 Transaction and NMS Transactions required by Item 9.01(b), if any, will be filed by amendment to this Current Report not later than 71 days after the date on which this Current Report is required to be filed.
D. Exhibits .
| Exhibit No. | Description |
| Exhibit 2.1 | Agreement for the purchase of 100% of the business of Coord3 Industries s.r.l., dated January 29, 2015, among Coord3 Industries s.r.l., Angelo Muscarella and Perceptron CMM, LLC, is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 4, 2015. |
| Exhibit 2.2* | First Amendment to Agreement for the purchase of 100% of the business of Coord3 Industries s.r.l., dated February 27, 2015, among Coord3 Industries s.r.l., Angelo Muscarella and Perceptron CMM, LLC. |
| Exhibit 2.3 | Stock Purchase Agreement, dated January 29, 2015, between Keith Mills and Company, is incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 4, 2015. |
| Exhibit 2.4 | Stock Purchase Agreement, dated January 29, 2015, between Angelo Muscarella and Company, is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 4, 2015. |
| Exhibit 2.5 | Share Purchase Agreement, dated January 29, 2015, between Topmes s.r.o. and Company, is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on February 4, 2015. |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of the omitted schedules upon request by the Securities and Exchange Commission. |
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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.
| PERCEPTRON, INC. | ||
| Date: March 4, 2015 | /s/ Keith R. Marchiando | |
| By: | Keith R. Marchiando | |
| Its: | Vice President – Finance, Chief Financial Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 2.2* | First Amendment to Coord3 Agreement, dated February 27, 2015, among Coord3 Industries s.r.l., Angelo Muscarella and Perceptron CMM, LLC. |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of the omitted schedules upon request by the Securities and Exchange Commission. |
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Exhibit 2.2
| DATE | February 27, 2015 |
| Angelo Muscarella | (1) |
| Coord3 Industries s.r.l. | (2) |
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and
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| Perceptron CMM, LLC | (3) |
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First Amendment to
Agreement
for the purchase of
100% of the business of
Coord3 Industries s.r.l.
|
TABLE OF CONTENTS
SECTIONS
| Section 1 | Certain definitions |
| Section 2 | The Amendment |
| Section 3 | Continuing Terms and Conditions |
LIST OF THE EXHIBITS
| Exhibit 2(f): | Pricing Model |
FIRST AMENDMENT TO agreement
This First Amendment (“ First Amendment ”) to agreement (the “ Agreement ”) entered into on January 29, 2015
by and amongst
| (1) | Angelo Muscarella , Italian national, born in [_], domiciled at [_], tax registration number [_] (“ Muscarella ”) |
| (2) | Coord3 Industries s.r.l. , a company established under the laws of Italy, with registered offices at corso Siccardi 11bis, Torino, Italy, registered with the Company Registry of Torino, Italy, registration and tax registration number [_], issued and subscribed share capital equal to EUR 110,000, fully paid, for the purposes of this Agreement represented by Angelo Muscarella, in his capacity as sole director (“ Coord3 ”) |
(hereinafter jointly “ Sellers ”),
and
| (3) | Perceptron CMM, LLC, a company established under the laws of the State of Michigan, United States of America, with offices at 47827 Halyard Drive, Plymouth, Michigan 48170, United States of America, State of Michigan ID no. E5614M, for the purposes of this First Amendment represented by Keith R. Marchiando, in his capacity as Vice President, Finance and Chief Financial Officer (“ Buyer ”), |
(the Sellers and the Buyer when jointly referred to “ Parties ” and each of them when generically and individually referred to “ Party ”).
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INTRODUCTION
| A. | The Parties declare that they are interest in amending the Agreement, upon the terms and conditions set forth in this First Amendment. |
Now therefore,
the Parties agree as follows:
SECTION 1
Certain definitions
| (a) | In addition to terms elsewhere defined in this First Amendment and unless otherwise provided herein, the capitalized terms and expressions used in this First Amendment shall have the meanings indicated in the Agreement; |
| (b) | The following terms and expressions shall have the meanings indicated below: |
| (i) | “Coord3 China” means Coord3 China Ltd.; |
| (ii) | “Coord3 Entities” means Coord3 China, Coord3 India and Coord3 Metrology, LLC; |
| (iii) | “Coord3 India” means Coord3 Metrology India Private Limited. |
SECTION 2
The Amendment
| (a) | The Provisional Purchase Price under Section 6.01(a)(i)(aa) shall be Eur 1,959,200 (one million nine hundred fifty nine thousand two hundred) in cash, reflecting a reduction of Eur 40,800 (forty thousand eight hundred) representing the purchase price separately paid by the Buyer or its Affiliates for certain assets of the Coord3 Entities. |
| (b) | The Provisional Purchase Price payable in cash on the Completion Date pursuant to Section 6.04(b)(i) shall be Eur 1,659,200 (one million six hundred fifty nine thousand two hundred), reflecting a reduction of Eur 40,800 (forty thousand eight hundred) representing the purchase price separately paid by the Buyer or its Affiliates for certain assets of the Coord3 Entities. |
| (c) | Coord3 agrees that, at the Completion Date, it shall contribute (the “ Contribution to Capital ”) all amounts due to it by each of the Coord3 Entities as a contribution to the capital of the entity by waiving the right to payment of such amounts, so that the Coord3 Entities shall no longer owe any further amounts to Coord3. |
| (d) | Following the Completion Date and Contribution to Capital, the Sellers shall pay, or cause each of the Coord3 Entities to pay, all of the outstanding debts of each such entity, including, but not limited to, its accounts payable, accrued liabilities and sales commissions and bonuses, and shall indemnify and hold harmless Buyer, Newco and their Affiliates from and against any liabilities, reduced assets, losses, damages, costs, penalties, deficiencies, incurred in or suffered by them or any claim (and any consequence thereof) deriving from their failure to do so. For the avoidance of doubt and notwithstanding anything to the contrary in the Agreement, the Sellers’ obligations and liabilities arising from this paragraph (c) will be subject to no restriction or limitation whatsoever. |
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| (e) | The Sellers will provide Buyer and its Affiliates with access to the books and records of the Coord3 Entities to verify that the outstanding debts of the entity have been paid, upon its reasonable request which shall be made in writing (also via email) at least 2 Business Days before the date of the relevant access, being agreed and understood that such access shall be carried on in a manner which will not unreasonably disrupt the normal and ordinary activity of Coord3, its directors, managers and employees. |
| (f) | Following the Completion Date, the Sellers shall: |
| (i) | wind down the operations of the Coord3 Entities, without using the services of employees of Buyer or its Affiliates, other than Muscarella or as otherwise agreed by the Buyer; |
| (ii) | make arrangements to purchase or retire the equity interest of all parties (other than the Sellers) in Coord3 India and Coord3 China on fair and reasonable terms; |
| (iii) | be permitted to continue the activities of the Coord3 Entities to the extent required to collect their remaining accounts receivable, pay their remaining liabilities, fulfill their remaining purchase orders not sold to the Buyer or its Affiliates (the “ Completion Date Purchase Orders ”), and wind down their existing operations, but not conduct any new business or accept any new purchase orders, without being deemed to have violated Section 13 of the Agreement. |
| (g) | The Buyer agrees to sell CMMs to Coord3 China and Coord3 India to complete the Completion Date Purchase Orders based upon the pricing model set forth in Exhibit 2(f) , attached to this First Amendment, and Sellers agree to cause the Coord3 Entities to purchase such CMMs from the Buyer or parties designated by the Buyer, and no other party. The Sellers shall cause the Coord3 Entities to engage the Buyer or its Affiliates, on a subcontract basis, to provide all services required by Coord3 China and Coord3 India to fulfill their obligations under the Completion Date Purchase Order, at a price based upon the pricing model set forth in Exhibit 2(f). |
| (h) | Coord3 represents and warrants that Coord3 owns, and is contributing to Newco, the following assets: |
| (i) | Hera 10.07.07 Coordinate Measuring Machine with Pentec controller on loan to Coord 3 India. |
| (ii) | Renishaw laser on loan to Coord3 China. |
SECTION 3
Continuing Terms and Conditions
Except as amended by this First Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.
[Signature Page Follows]
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SIGNED by ANGELO MUSCARELLA
| Signature | :/s/ Angelo Muscarella |
SIGNED by COORD3 INDUSTRIES S.R.L.
| Angelo Muscarella | |
| Sole director | |
|
Signature |
:/s/ Angelo Muscarella |
SIGNED by PERCEPTRON CMM, LLC
Keith R. Marchiando
Vice President, Finance and Chief Financial Officer
|
Signature |
:/s/ Keith R. Marchiando |
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