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Section 1: 8-K (FORM 8-K)

 

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): August 9, 2018

 

 

PERCEPTRON, INC.
(Exact name of registrant as specified in its 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 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 August 9, 2018, Perceptron, Inc. (the “Company”) entered into the Fourth 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 Fourth Amendment to Voting Agreement (the “Voting Agreement Amendment”) with Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Moab”) on August 9, 2018, which amended the Voting Agreement, dated August 9, 2016, between the Company and Moab. The Standstill Agreement Amendment and the Voting Agreement Amendment extend the term of the Standstill Agreement and Voting Agreement until thirty days prior to the deadline for a shareholder to submit nominations at the 2019 Annual Meeting of Shareholders of the Company.

 

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

 

D.Exhibits.

 

Exhibit No.   Description
Exhibit 10.1   Fourth Amendment to Standstill Agreement, dated August 9, 2018, between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation.
     
Exhibit 10.2   Fourth Amendment to Voting Agreement, dated August 9, 2018, between the Company, Moab Partners, L.P. and Moab Capital Partners, LLC.
     
Exhibit 10.3   Amendment to Joinder Agreement between the Company and John F. Bryant.
     
Exhibit 10.4   Amendment to Joinder Agreement between the Company and James A. Ratigan.
     
Exhibit 10.5   Amendment to Joinder Agreement between the Company and William C. Taylor.

 

 

 

 

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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:  August 14, 2018 /s/ David L. Watza  
  By: David L. Watza  
  Its: President, Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

Exhibit
Number
  Description
10.1   Fourth Amendment to Standstill Agreement, dated August 9, 2018, between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation.
     
10.2   Fourth Amendment to Voting Agreement, dated August 9, 2018, between the Company, Moab Partners, L.P. and Moab Capital Partners, LLC.
     
10.3   Amendment to Joinder Agreement between the Company and John F. Bryant.
     
10.4   Amendment to Joinder Agreement between the Company and James A. Ratigan.
     
10.5   Amendment to Joinder Agreement between the Company and William C. Taylor.

 

 

 

 

 

 

 

 

 

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Section 2: EX-10.1 (EXHIBIT 10.1)

Exhibit 10.1

 

FOURTH AMENDMENT TO
STANDSTILL AGREEMENT

 

This Fourth Amendment to Standstill Agreement (this “Amendment”) is effective as of August 9, 2018 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Holders are parties to that certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017 and the Third Amendment to Standstill Agreement dated as of December 18, 2017 (the “Agreement”); and

 

WHEREAS, the parties wish to further amend the Agreement as set forth herein.

 

AGREEMENTS

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1.            Section 9(a) of the Agreement shall be amended and restated to read as follows:

 

(a)       This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the earlier of (i) date that is thirty (30) days prior to the deadline for a shareholder to submit nominations at the 2019 Annual Meeting of the Shareholders of Perceptron in accordance with the provisions set forth in Perceptron’s Bylaws in effect at such time, or (ii) the termination of this Agreement as set forth in Section 9(b)(ii).

 

2.            If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

 

3.            Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

 

4.            This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

 

  Perceptron, Inc.  
       
       
  By:  /s/ David L. Watza  
  Name: David L. Watza  
  Title: President and Chief Executive Officer
       
       
  HARBERT DISCOVERY FUND, LP
  By:  Harbert Discovery Fund GP, LLC
       
       
  By:  /s/ Kevin A. McGovern  
  Name:  Kevin A. McGovern  
  Title:   Vice President and Associate General Counsel
       
       
  HARBERT DISCOVERY FUND, GP, LLC
       
       
  By:  /s/ Kevin A. McGovern  
  Name:  Kevin A. McGovern  
  Title:   Vice President and Associate General Counsel
       
       
  HARBERT FUND ADVISORS, INC.
       
       
  By:  /s/ John W. McCullough  
  Name:  John W. McCullough  
  Title:   Executive Vice President and General Counsel
       
  HARBERT MANAGEMENT CORPORATION
       
       
  By:  /s/ John W. McCullough  
  Name:  John W. McCullough  
  Title:   Executive Vice President and General Counsel

 

 

 

 

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Section 3: EX-10.2 (EXHIBIT 10.2)

Exhibit 10.2

 

FOURTH AMENDMENT TO
VOTING AGREEMENT

 

This Fourth Amendment to Voting Agreement (this “Amendment”) is effective as of August 9, 2018 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Holders are parties to that certain Voting Agreement dated as of August 9, 2016, as amended by the First Amendment to Voting Agreement dated as of November 17, 2016, the Second Amendment to Voting Agreement dated as of May 31, 2017 and the Third Amendment to Voting Agreement dated as of December 18, 2017 (the “Agreement”);

 

WHEREAS, the term of the Agreement is tied to the term of a certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017 and the Third Amendment to Standstill Agreement dated as of December 18, 2017 (the “Standstill Agreement”) and whereas the Standstill Agreement is being extended pursuant to a Fourth Amendment to Standstill Agreement and therefore the term of the Agreement is being extended for a co-terminus period; and

 

WHEREAS, the parties wish to further amend the Agreement as set forth herein.

 

AGREEMENTS

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1.            Section 8 of the Agreement shall be amended and restated to read as follows:

 

8. Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the termination of the Standstill Agreement, as amended by the Fourth Amendment to Standstill Agreement (the “Covered Period”).

 

2.            If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

 

3.            Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

 

4.            This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

 

  Perceptron, Inc.  
       
       
  By:  /s David L. Watza  
  Name: David L. Watza  
  Title: President and Chief Executive Officer
       
       
  MOAB PARTNERS, L.P.  
       
       
  By:  /s/ Michael Rothenberg  
  Name:  Michael Rothenberg  
  Title:    General Partner of Moab GP LLC the
              General Partner of Moab Partners, LP
       
       
  MOAB CAPITAL PARTNERS, LLC
       
       
  By:  /s/ Michael Rothenberg  
  Name:  Michael Rothenberg  
  Title:    President  

 

 

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Section 4: EX-10.3 (EXHIBIT 10.3)

Exhibit 10.3

 

AMENDMENT TO JOINDER AGREEMENT

 

This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.

 

By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.

 

 

 

  /s/ John F. Bryant  
  John F. Bryant  

 

 

 

 

 

 

 

 

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Section 5: EX-10.4 (EXHIBIT 10.4)

Exhibit 10.4

 

AMENDMENT TO JOINDER AGREEMENT

 

This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.

 

By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.

 

 

 

  /s/ James A. Ratigan  
  James A. Ratigan  

 

 

 

 

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Section 6: EX-10.5 (EXHIBIT 10.5)

Exhibit 10.5

 

AMENDMENT TO JOINDER AGREEMENT

 

This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.

 

By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.

 

 

 

  /s/ William C. Taylor  
  William C. Taylor  

 

 

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