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): January 21, 2008
PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Charter)
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| Michigan
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0-20206
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38-2381442 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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47827 Halyard Drive, Plymouth, MI
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48170-2461 |
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(Address of Principal Executive Offices)
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(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):
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On January 21, 2008, the Board of Directors of Perceptron, Inc. (the “Company”) appointed
Harry T. Rittenour as President and Chief Executive Officer of the Company, effective immediately.
Mr. Rittenour was also elected to the Company’s Board of Directors by the existing members of the
Board.
Mr. Rittenour succeeds Alfred A. Pease who retired on January 21, 2008 as Chairman of the
Board, President and Chief Executive Officer of the Company after eleven years in that position.
Mr. Pease will remain as an employee of the Company, serving as
Executive Advisor to Mr. Rittenour
as the Company’s new President and Chief Executive Officer. Mr. Pease also resigned as a member of
the Board of Directors.
The Company also announced that W. Richard Marz, a current independent member of the Board of
Directors, has been appointed to serve as the non-executive Chairman of the Board, effective
immediately.
A copy of the Company’s press release dated January 22, 2008 is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
Mr. Rittenour, age 61, has been Senior Vice President-Product Production and Quality of the
Company since May 2001. Prior to that he was Senior Vice President – Industrial Business Segment
from May 2000 until May 2001 and Vice President – Quality Assurance from January 1997 until May
2000. Prior to joining the Company, Mr. Rittenour served as the Branch Director, Office of the
Chief of Naval Operations in Washington, D.C. He retired from the Navy as a Rear Admiral, having
previously served in several significant command and staff positions.
Mr. Marz has been a Director of the Company since 2000. Mr. Marz is President of MMW Group, a
private technology consulting group he founded in 2006. From August 2005 to August 2006, he was a
technical consultant to LSI Corporation (“LSI”), and prior to that time, he was Executive Vice
President, Communications and ASIC Technology from February 2002 to December 2003, and Executive
Vice President, ASIC Technology from July 2001 to February 2002, of LSI.
In connection with his appointment as President and Chief Executive Officer, Mr. Rittenour’s
base salary was increased from $200,000 to $230,000 and his bonus potential level increased from
55% to 60% of his annual base salary for periods after
January 21, 2008. On January 21, 2008,
effective February 1, 2008, the Management Development, Compensation and Stock Option Committee
(the “Management Development Committee”) awarded Mr. Rittenour non-qualified options to purchase
100,000 shares of the Company’s Common Stock, under the Company’s 2004 Stock Incentive Plan to be
issued on the current form of Non-Qualified Stock Option Agreement for Officers. The option will
become exercisable in four equal annual installments beginning February 1, 2009 at an exercise
price equal to the fair market value of the Company’s Common Stock as of February 1, 2008. Mr.
Rittenour’s existing severance agreement will be revised to increase his severance benefits
(including base salary, health benefits, welfare benefits, principally executive life insurance and
auto benefit) from six months to one year and, if termination is six months prior to or within two
years following certain changes in control of the Company, his severance benefits increase from one
year to two years (other than his auto benefit) and health benefits continue until he is eligible
for Medicare benefits.
In
connection with his appointment as Chairman of the Board,
Mr. Marz will be paid $100,000 for
his services through August 15, 2008, in addition to his regular compensation as a member of the
Board of Directors, payable in monthly installments. On January 21,
2008, effective February 1, 2008, the Management Development Committee awarded Mr. Marz a
non-qualified option to purchase 50,000 shares of the Company’s Common Stock, under the Company’s
2004 Stock Incentive Plan to be issued on the current form of Non-Qualified Stock Option Agreement
for Directors. The option will become exercisable in four equal annual installments beginning
February 1, 2009 at an exercise price equal to fair market value of the Company’s Common Stock as
of February 1, 2008.
In
connection with his continued employment by the Company as Executive
Advisor to the CEO, the Company
entered into an Employment and Amended and Restated Severance Agreement with Mr. Pease
(the “Employment Agreement”). Under the Employment Agreement, Mr. Pease will continue to be paid
his annual base salary of $338,000 through June 30, 2009. He is entitled to receive any bonus that
he would have earned for fiscal year 2008 under the Company’s Fiscal Year 2008 Profit Sharing Plan
(the “FY 2008 Bonus”). Mr. Pease is also eligible for
Supplemental Compensation of $3,500 per day
of employment services rendered by him to the Company between January 22, 2008 and June 30, 2009,
payable in January 2009 for amounts earned in calendar 2008 and in July 2009 for amounts earned in
calendar 2009. The Company will continue his health benefits until he becomes eligible for
Medicare. He will receive certain other welfare benefits and personal benefits through June 30,
2009. Mr. Pease’s employment may be continued for additional periods after June 30, 2009 upon
mutual agreement of the Company and Mr. Pease and on terms mutually agreed upon by the parties.
Payments and benefits under the agreement continue (other than the Supplemental Compensation as
described above) until June 30, 2009, if Mr. Pease’s employment terminates prior to that date.
Certain provisions contained in Mr. Pease’s Severance Agreement that would have been payable in the
event of a change in control of the Company within six months of a termination of employment were
continued in his Employment Agreement for the next six months. In the
event Mr. Pease’s employment is terminated (other than by the
Company for cause), his remaining unvested options will become
immediately exercisable. The foregoing description of the
Employment Agreement is not complete and is qualified in its entirety
to the Employment Agreement and related Release Agreement, copies of
which are attached as Exhibit 10.1 to this Current
Report on Form 8-K and are incorporated by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits. |
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Exhibit No. Description |
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10.1 |
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Employment and Amended and Restated Severance Agreement and
related Release Agreement dated January 21,
2008, between Alfred A. Pease and the Company. |
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99.1 |
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Press Release of the Company dated January 22, 2008. |