PERCEPTRON INC/MI Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-21: Form 8-K; Period of report 2020-12-21; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2020-12-08: Form 8-K; Period of report 2020-12-08; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2020-11-16: Form 8-K; Period of report 2020-11-16; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-09-28: Form 8-K; Period of report 2020-09-27; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-21 | 8-K | 2020-12-21 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 The information set forth in Item 2.01 is incorporated by reference into this Item 1.02. 2.01 As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Perceptron, Inc. (the “Company”), the Company entered into an Agreement and Plan of Merger dated as of September 27, 2020 (the “Merger Agreement”) among Atlas Copco North America LLC, a Delaware limited liability company (“Parent”), Odyssey Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Company, providing for the merger of Merger Subsidiary with and into the Company (the “Merger”). 3.01 In connection with the consummation of the Merger, the Company notified representatives of The Nasdaq Stock Market LLC (Nasdaq Global Market) (“Nasdaq”) that the Merger had been completed, and requested that trading of the Shares on Nasdaq be suspended. 3.03 The information set forth in Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the Merger, a change of control of the Company occurred and the Company became a direct wholly owned subsidiary of Parent. 5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of John F. Bryant, Jay W. Freeland, Sujatha Kumar, C. Richard Neely, Jr., James A. Ratigan, and William C. Taylor) ceased to be directors of the Company and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. 5.03 In connection with the Merger Agreement, on December 21, 2020, the Articles of Incorporation of the Company were amended and restated in its entirety as set forth in Exhibit 3.1 attached hereto and is incorporated by reference in this Item 5.03. 8.01 On December 21, 2020, the Company issued a press release announcing the closing of the Merger Agreement. | f8k_122120.htm |
| 2020-12-08 | 8-K | 2020-12-08 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 Perceptron, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) on December 8, 2020 via live audio webcast. 8.01 On December 8, 2020, the Company issued a press release announcing the approval and adoption of the Merger Agreement by the shareholders of the Company. | f8k_120820.htm |
| 2020-11-16 | 8-K | 2020-11-16 | 2.02 Results of Operations and Financial Condition | 2.02 On November 16, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fiscal 2021 first quarter ended September 30, 2020. | f8k_111620.htm |
| 2020-09-28 | 8-K | 2020-09-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 28, 2020, the Company issued a press release announcing the entry into the Merger Agreement. | d82669d8k.htm |
| 2020-09-28 | 8-K | 2020-09-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On September 28, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fourth quarter and fiscal year ended June 30, 2020. 8.01 On September 28, 2020, the Company issued a press release announcing the execution of an Agreement and Plan of Merger, dated as of September 27, 2020, by and among Atlas Copco North America LLC, a Delaware limited liability company, and Odyssey Acquisition Corp., a Michigan corporation and a wholly owned subsidiary of Parent and the Company (the “Merger Agreement”). | f8k_092820.htm |
| 2020-09-08 | 8-K | 2020-09-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 1, 2020, Perceptron, Inc. (the “Company”) and Bill Roeschlein, the Company’s Interim Vice President, Finance and Chief Financial Officer entered into a Severance Agreement (the “Severance Agreement”) which generally requires that the Company provide Mr. Roeschlein with six months’ notice prior to an involuntary termination of his employment. | f8k_090820.htm |
| 2020-06-08 | 8-K/A | 2020-06-05 | 2.02 Results of Operations and Financial Condition | 2.02 On June 5, 2020, Perceptron, Inc. made available on its website a presentation with respect to its fiscal 2020 third quarter ended March 31, 2020. | f8ka_060820.htm |
| 2020-06-05 | 8-K | 2020-06-05 | 2.02 Results of Operations and Financial Condition | 2.02 On June 5, 2020, Perceptron, Inc. made available on its website a presentation with respect to its fiscal 2020 third quarter ended March 31, 2020. | f8k_060520.htm |
| 2020-06-01 | 8-K | 2020-05-28 | 2.02 Results of Operations and Financial Condition; 2.06 Material Impairments | 2.02 On June 1, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the fiscal 2020 third quarter ended March 31, 2020. 2.06 On May 28, 2020, the Company’s Board of Directors concluded that a material non-cash charge for impairment to goodwill and long-lived assets in the Company’s CMM reporting unit was required under generally accepted accounting principles applicable to the Company due to the economic impact of the COVID-19 pandemic and related restrictions. | f8k_060120.htm |
| 2020-05-04 | 8-K | 2020-05-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 4, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing certain information, including an update on its COVID-19 response. 8.01 On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued the Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, (Release No. 34-88465) (the “Order”), which provides conditional relief to public companies that are unable to timely comply with certain filing obligations as a result of the COVID-19 pandemic. | f8k_050420.htm |
| 2020-04-21 | 8-K | 2020-04-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | prcp-8k_20200416.htm |
| 2020-02-24 | 8-K | 2020-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2020, Perceptron, Inc. (the “Company”) made available on its website a presentation with respect to its fiscal 2020 second quarter ended December 31, 2019. | f8k_022420.htm |
| 2020-02-10 | 8-K | 2020-02-04 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities | 2.02 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. 2.05 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. | f8k_021020.htm |
| 2020-01-07 | 8-K | 2020-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 7, 2020, Perceptron, Inc. (the “Company”) issued a press release announcing that the Board of Directors of the Company appointed Bill Roeschlein as the Interim Vice President, Finance and Chief Financial Officer of the Company, effective January 7, 2020. | f8k_010720.htm |