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 2, 2009
(Exact
Name of Registrant as Specified in 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
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box 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
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
|
|
|
|
|
[
]
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
2.02
|
Results
of Operation and Financial
Condition
|
On
February 2, 2009, Perceptron, Inc. (the “Company”) announced preliminary
financial results for the second quarter of fiscal 2009 and the implementation
of a significant cost reduction plan for its Automated Systems business unit,
which is discussed in more detail in Item 2.05 below. Attached hereto
and incorporated by reference as Exhibit 99.1 is the press release relating to
these announcements. 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 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
|
On
February 2, 2009, the Company announced that it had implemented a significant
cost reduction plan for its Automated Systems business unit pursuant to which it
intends to reduce its workforce by approximately 12% or approximately 30
positions in North America and Europe. The workforce reductions were
principally made in North America, with a small number in Europe. The
cost reduction actions were focused primarily on the Company’s North American
Automated Systems business. There were no reductions made in the
Company’s commercial product plans or personnel. While the Company
made no reductions in personnel in Asia, the Company plans to leave open
positions unfilled. The Company substantially completed the workforce
reduction by the end of January 2009.
The
personnel reductions, together with other anticipated cost-saving initiatives
across the Company, are expected to result in a reduction in operating expenses
of approximately $4.7 million on an annualized basis, most of which the Company
believes will become effective by the beginning of the fourth quarter of fiscal
2009.
As a
result of the reduction in workforce, the Company expects to record a charge of
approximately $1.0 million relating to employee termination benefits in the
third quarter of fiscal 2009. The employee termination benefits
consist of severance payments based on the employee’s length of service with the
Company, continued healthcare and dental benefits until April 30, 2009 and
outplacement assistance. Payment of these termination benefits is
contingent on the affected employee entering into a separation agreement with
the Company containing a general release of claims against the
Company. The Company’s estimated restructuring charge is based on a
number of assumptions. Actual results may differ materially and
additional charges not currently expected may be incurred in connection with, or
as a result of, the reductions.
This
Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, including statements with respect to the Company’s cost
reduction initiatives and workplace reduction plan, including the planned
reduction of approximately 30 positions; the Company being able to reduce costs,
streamline operations, and improve its cost structure in the current and
projected Automated Systems business environment; the restructuring plan
resulting in a projected reduction in operating expenses of approximately $4.7
million on an annualized basis; the Company’s anticipated cost-savings
initiatives across the organization; the restructuring charges the Company
expects to record; and the restructuring charges to be recorded in
the third quarter of fiscal 2009. Among the factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are: the Company’s ability to successfully implement its cost
reduction initiatives and workforce reduction plan and reduce expenses; the
impact of the workforce reduction on the Company’s business, including a
potential adverse impact on revenues and the Company’s research and development
activities; unanticipated charges not currently contemplated that may occur as a
result of the reduction in workforce and other anticipated cost-saving
initiatives across the organization; the ability of the Company to attract and
retain qualified personnel; and certain other factors that may affect future
operating results, which are detailed in the Company’s Annual Report on Form
10-K for the year ended June 30, 2008 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 filed with the Securities and Exchange
Commission and other reports filed with the SEC.
In
addition, the statements in this Current Report on Form 8-K represent the
Company’s expectations and beliefs as of the date of this report. The
Company anticipates that subsequent events and developments may cause these
expectations and beliefs to change. However, while the Company may
elect to update these forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing the Company’s expectations
or beliefs as of any date subsequent to the date of this report.
A copy of
the press release regarding this announcement is attached hereto and
incorporated by reference as Exhibit 99.1.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
(d)
|
Exhibits.
|
|
|
|
|
|
The
following exhibit is furnished, and not filed, pursuant to Item
2.02:
|
| |
99.1
|
Press
Release of Perceptron, Inc. dated February 2, 2009 regarding Preliminary
Second Quarter Fiscal 2009 Results and Cost Reduction
Initiatives.
|
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.
|
|
|
(Registrant)
|
|
|
|
|
Date:February
4, 2009
|
/s/
John H. Lowry III
|
|
|
By:
John H. Lowry III
|
|
|
Title:
Vice President
|
EXHIBIT
INDEX
|
Exhibit
|
|
|
Number
|
Description
|
|
|
|
|
99.1
|
Press
Release of Perceptron, Inc. dated February 2, 2009 regarding Preliminary
Second Quarter Fiscal 2009 Results and Cost Reduction
Initiatives.
|