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): August
7, 2006
PERCEPTRON,
INC.
(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
Not
Applicable
(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
1.01. |
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
On
August
7, 2006, the Management Development, Compensation and Stock Option Committee
(the “Management Development Committee”) of Perceptron, Inc. (the “Company”) and
the Board of Directors (the “Board”) of the Company took the following
actions relating to director compensation:
Director
Compensation Matters
The
form
and amount of compensation paid to the Company’s non-employee directors is
reviewed from time to time by the Management Development Committee. The
Company’s standard director cash compensation arrangements have consisted of an
annual cash retainer and per meeting fees for attending each Board meeting.
In
considering the various components of the non-employee directors’ cash
compensation, the Management Development Committee recommended to the Board
that
director cash compensation consist of separate annual cash retainers for serving
on the Board and on each committee on which a director serves, and an annual
cash retainer for serving as a committee chair or as lead director. On August
7,
2006, upon the recommendation of the Management Development Committee, the
Board
approved the following compensation arrangement for non-management Directors,
effective as of September 1, 2006:
A. Annual
Cash Compensation
|
1.
|
Continuation
without change of Annual Cash Retainer of $20,000, payable in quarterly
installments of $5,000.
|
|
2.
|
Annual
Committee Retainer of $3,000 for service on each committee, payable
in
quarterly installments of $750.
|
|
3.
|
Annual
Committee Chair Retainer (other than Audit Committee) of $5,000,
payable
in quarterly installments of $1,250, to be paid in lieu of Annual
Committee Retainer.
|
|
4.
|
Annual
Audit Committee Retainer of $8,000, payable in quarterly installments
of
$2,000, to be paid in lieu of Annual Committee
Retainer.
|
|
5.
|
Annual
Lead Director Retainer of $5,000, payable in quarterly installments
of
$1,250, to be paid in addition to any other
retainer.
|
|
6.
|
Directors
are also reimbursed out-of-pocket expenses incurred in attending
meetings
of the Board of Directors or any committee on which a director is
a
member.
|
B. Meeting
Fees
|
1.
|
Continuation
without change of Board of Directors Per Meeting Fee of $1,250, for
each
meeting of the Board of Directors.
|
|
2.
|
No
Committee Per Meeting Fees.
|
C. Stock
Options
On
August
7, 2006, effective September 1, 2006, the Management Development Committee
awarded to each non-management Director non-qualified stock options under the
2004 Stock Incentive Plan to purchase 8,000 shares, vesting one-fourth on each
of the first four anniversaries of the grant date, expiring ten (10) years
from
the grant date. The options will be issued on the form of Non-Qualified Stock
Option Agreement Terms for Directors described below.
On
August
7, 2006, the Management Development Committee approved the form of the
Non-Qualified Stock Option Agreement Terms - Board of Directors under the
Perceptron, Inc.
2004
Stock Incentive Plan, a copy of which is filed as Exhibit 10.1.
Item
9.01. |
FINANCIAL
STATEMENTS AND EXHIBITS
|
Exhibit
No.
|
Description |
|
|
10.1
|
Form of Non-Qualified Stock Option Agreement
Terms - Board of Directors under the Perceptron, Inc. 2004
Stock |
|
Incentive
Plan |
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: August
10, 2006 |
/s/
David W. Geiss |
|
By: David Geiss |
|
Title: Vice President,
General |
|
Counsel and
Secretary |
EXHIBIT
INDEX
Exhibit |
|
Number |
Description |
|
|
10.1 |
Form
of Non-Qualified Stock Option Agreement Terms - Board of Directors
under
the Perceptron, Inc. 2004 Stock |
|
Incentive
Plan |