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Section 1: SC 13D/A (AMENDMENT NO. 10 TO THE SCHEDULE 13D)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)1

Perceptron, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

71361F100

(CUSIP Number)

CHAD H. GOLDSTEIN

MOAB CAPITAL PARTNERS, LLC

152 West 57th Street, 9th Floor

New York, New York 10019

(212) 981-2623

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 16, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 71361F100

  1   NAME OF REPORTING PERSON  
         
        MOAB CAPITAL PARTNERS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         615,102  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          615,102  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        615,102  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.4%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

2

CUSIP NO. 71361F100

  1   NAME OF REPORTING PERSON  
         
        MOAB PARTNERS, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         615,102  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          615,102  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        615,102  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP NO. 71361F100

 

  1   NAME OF REPORTING PERSON  
         
        MOAB GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         615,102  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          615,102  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        615,102  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP NO. 71361F100

 

  1   NAME OF REPORTING PERSON  
         
        MOAB PRIVATE INVESTMENTS, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

5

CUSIP NO. 71361F100

 

  1   NAME OF REPORTING PERSON  
         
        MOAB PI GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP NO. 71361F100

 

  1   NAME OF REPORTING PERSON  
         
        MICHAEL M. ROTHENBERG  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         615,102  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          615,102  
    10   SHARED DISPOSITIVE POWER  
           
          -0-  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        615,102  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN, HC  

  

7

CUSIP NO. 71361F100

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

 

Item 2.Identity and Background.

Item 2 is hereby amended to add the following:

Due to the sales of Shares reported in this Amendment No. 10, the Managed Account no longer beneficially owns any Shares. As a result, MPI, as the investment adviser to the Managed Account, and MPI GP, as the general partner of MPI, are no longer deemed to beneficially own any Shares. As a result, the Managed Account, MPI and MPI GP are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 10. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Moab LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 615,102 Shares directly owned by Moab LP is approximately $3,767,000, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 9,618,469 Shares outstanding, as of February 6, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019.

A.Moab LP
(a)As of the close of business on April 17, 2019, Moab LP directly owned 615,102 Shares.

Percentage: Approximately 6.4%

(b)1. Sole power to vote or direct vote: 615,102
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 615,102
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
8

CUSIP NO. 71361F100

B.Moab LLC
(a)Moab LLC, as the investment adviser of Moab LP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)1. Sole power to vote or direct vote: 615,102
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 615,102
4. Shared power to dispose or direct the disposition: 0

 

(c)Moab LLC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
C.Moab GP
(a)Moab GP, as the general partner of Moab LP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)1. Sole power to vote or direct vote: 615,102
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 615,102
4. Shared power to dispose or direct the disposition: 0

 

(c)Moab GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
D.MPI
(a)As of the close of business on April 17, 2019, the Managed Account does not beneficially own any Shares. As a result, MPI, as the investment adviser to the Managed Account, does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)MPI has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
9

CUSIP NO. 71361F100

E.MPI GP
(a)MPI GP, as the general partner of MPI, does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)MPI GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Rothenberg
(a)Mr. Rothenberg, as the managing member of Moab LLC and as the managing member of MPI GP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)1. Sole power to vote or direct vote: 615,102
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 615,102
4. Shared power to dispose or direct the disposition: 0
(c)Mr. Rothenberg has not entered into any transactions in the Shares during the past sixty days. The transactions in the securities on behalf of Moab LP and the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On April 16, 2019, Moab LP sold short in the over the counter market call options referencing an aggregate of 5,000 Shares, which have an exercise price of $7.50 and expire on July 19, 2019.

On April 18, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 10 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

10

CUSIP NO. 71361F100

 

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended add the following exhibit:

99.1Joint Filing Agreement by and among Moab Capital Partners, LLC, Moab Partners, L.P., Moab GP, LLC and Michael R. Rothenberg, dated April 18, 2019.

11

CUSIP NO. 71361F100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 18, 2019

  Moab Partners, L.P.
   
  By: Moab Capital Partners, LLC,
its Investment Adviser
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member
   

 

  Moab Capital Partners, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab GP, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab PRIVATE INVESTMENTS, LP
   
  By: Moab PI GP, LLC, its General Partner
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab PI GP, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

   
   
 

/s/ Michael M. Rothenberg

  Michael M. Rothenberg

 

12

CUSIP NO. 71361F100

 SCHEDULE A

Transactions in the Securities During the Past Sixty Days

 

Nature of Transaction

Date of

Transaction

Shares of Common Stock

Purchased/(Sold)

 

Price ($)

 

MOAB PARTNERS, L.P.

Sale of Common Stock 04/16/2019 (193.800) 7.4698
Short Sale of July 2019 Call Option ($7.50 Strike Price) 04/16/2019 (5,000)* 0.5936
Sale of Common Stock 04/17/2019 (16,715) 7.5322
Sale of Common Stock 04/17/2019 (82,000) 7.4700

 

MOAB PRIVATE INVESTMENTS, L.P.

(Through the Managed Account)

 

Sale of Common Stock 02/15/2019 (7,000) 7.5545
Sale of Common Stock 03/14/2019 (27,535) 7.6270

 

 

*Represents Shares underlying call options sold short in the over the counter market.

 

 

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Section 2: EX-99.1 (JOINT FILING AGREEMENT)

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Perceptron, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: April 18, 2019

  Moab Partners, L.P.
   
  By: Moab Capital Partners, LLC,
its Investment Adviser
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member
   

 

  Moab Capital Partners, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

 

  Moab GP, LLC
   
  By:

/s/ Michael M. Rothenberg

    Name: Michael M. Rothenberg
    Title: Managing Member

  

   
   
 

/s/ Michael M. Rothenberg

  Michael M. Rothenberg

 

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