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


Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): October 25, 2018  

(Exact Name of Registrant as Specified in Charter)

Michigan 0-20206 38-2381442
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)


47827 Halyard Drive, Plymouth, MI 48170-2461
(Address of Principal Executive Offices) (Zip Code)

(734) 414-6100
(Registrant's telephone number, including area code)

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:

  [ ]   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 8.01. Other Events.

On October 25, 2018, the Company issued a press release announcing the Board of Directors Nominations for Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

D.      Exhibits.

Exhibit No.   Description
Exhibit 99.1   Press Release dated October 25, 2018.


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.

Date: October 25, 2018 By:  /s/ David L. Watza        
    By: David L. Watza
    Its: President, Chief Executive Officer and Chief Financial Officer



Exhibit Number   Description
99.1   Press Release dated October 25, 2018.

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Section 2: EX-99.1 (PRESS RELEASE)



Perceptron Announces Board of Directors Nominations for Annual Meeting

Jay Freeland, Former FARO President & CEO, Nominated to Succeed Director Robert Oswald Following Dedicated Service as a Board Member

PLYMOUTH, Mich., Oct. 25, 2018 (GLOBE NEWSWIRE) -- Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced that its Board of Directors nominated Jay Freeland to stand for election at the Company’s 2018 Annual Meeting of Shareholders scheduled for December 7, 2018. All current directors will stand for re-election at the annual meeting with the exception of Robert Oswald, who will be stepping down following the Annual Meeting after serving as a director since 1996.

“We are very excited to announce the nomination of Jay Freeland for election to our Board of Directors,” said W. Richard Marz, Chairman of the Board. “Jay has extensive experience in executive, financial and operational leadership and a strong background of knowledge and experience in the metrology industry that will be valuable to our Board and management.”

Mr. Freeland served as President and Chief Executive Officer of FARO Technologies, Inc. (“FARO”) from December 2006 until December 2015 and as a Director of FARO from February 2006 until December 2015.  FARO is a publicly traded global technology company that designs, develops, manufactures, markets and supports software driven, three-dimensional measurement, imaging and realization systems. Mr. Freeland’s prior experience includes holding various positions of increasing responsibilities at General Electric Company and its affiliates, including Vice President – Global Sales, Marketing & Commercial Operations – GE Energy Rentals and President and Chief Operating Officer of GE Harris Energy Control Systems, LLC.

Mr. Freeland commented, “I am pleased to be nominated for election to Perceptron’s Board of Directors. I believe my background in metrology will be particularly useful in helping to guide the Company’s strategic direction and I look forward to working closely with the Board and management team to achieve our goals.”

The remaining Directors standing for election at the 2018 Annual Meeting of Shareholders include: Chairman W. Richard Marz, Perceptron President and CEO, David Watza, John F. Bryant, C. Richard Neely, Jr., James A. Ratigan, and William C. Taylor. Shareholders will be asked to vote for the nominees at the Annual Meeting scheduled for December 7, 2018.

Mr. Marz concluded, “On behalf of the entire Perceptron team, we would also like to thank Robert Oswald for his years of service to the Board and Perceptron.  He has served on our Board for many years and we are grateful for his valuable insights and contributions to our leadership. We appreciate his ongoing support and wish him all the best.”

About Perceptron
Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom. For more information, please visit

Safe Harbor Statement
Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934.  Whenever possible, we have identified these forward-looking statements by words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions.  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 periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2018.  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. 

Company Contact:
Investor Relations
Perceptron, Inc.

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