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): February 4, 2020  

PERCEPTRON, INC.
(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 No.)

 

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 (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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value

Rights to Purchase Preferred Stock

PRCP

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02. Results of Operations and Financial Condition.

On February 10, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fiscal 2020 second quarter ended December 31, 2019. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1, and incorporated by reference. Such information, including Exhibit 99.1, attached hereto under Item 9.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.

Perceptron, Inc. (the "Company") committed to a financial improvement plan that will result in a reduction in global headcount of approximately 10% on February 4, 2020. The plan was implemented to re-align the Company’s fixed cost with its near-to mid-term expectations for the Company’s business. The financial improvement plan includes headcount reductions and position eliminations in the United States and Europe and is expected to be completed in the Company’s third quarter of its fiscal year 2020. As a result of this restructuring, the Company expects to incur pre-tax cash and non-cash charges of approximately $0.5 million in the Company’s third quarter of its fiscal year 2020, virtually all of which are related to one time termination benefits. Approximately $0.5 million of these charges are expected to result in future cash expenditures. These reductions are expected to yield annualized pre-tax cost savings of approximately $2.7 million.

Safe Harbor Statement
Certain statements in this Form 8-K may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation as to its fiscal year 2020 and future results and cost savings from its financial improvement plan. We may also make forward-looking statements in our press releases or other public or shareholder communications. 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, disruptions to our operations due to the financial improvement plan and related headcount reductions and position eliminations, risks associated with effectively controlling operating expenses, including failure to achieve anticipated cost savings from the financial improvement plan and other cost reduction initiatives or to reduce costs to the level originally anticipated to avoid disruptions to our operations, the impact of such changes on booking and revenue levels, the risk that actual charges from the financial improvement plan differ from our assumptions used in estimating the charges, and 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 2019. 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.

Item 9.01. Financial Statements and Exhibits.

D. Exhibits. 

Exhibit No.   Description
Exhibit 99.1   Press Release, dated February 10, 2020, announcing the Company's financial and operating results for the fiscal 2020 second quarter ended December 31, 2019.


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: February 10, 2020     /s/ Bill Roeschlein        
    By: Bill Roeschlein
    Its: Interim Vice President, Finance and Chief Financial Officer
   

 

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