PERCEPTRON, INC. (NASDAQ:PRCP) Files An 8-K Entry into a Material Definitive Agreement

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PERCEPTRON, INC. (NASDAQ:PRCP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 31, 2017, Perceptron, Inc. (the Company) entered into the
Second Amendment to Standstill Agreement (the Standstill
Agreement Amendment) with Harbert Discovery Fund LP, Harbert
Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert
Management Corporation (collectively, Harbert), which amended the
Standstill Agreement, dated August 9, 2016, between the Company
and Harbert. The Company also entered into the Second Amendment
to Voting Agreement (the Voting Agreement Amendment) with Moab
Partners, L.P. and Moab Capital Partners, LLC (collectively, the
Moab) on May 31, 2017, which amended the Voting Agreement, dated
August 9, 2016, between the Company and Moab. The Standstill
Agreement Amendment and the Voting Agreement Amendment (i)
provide that by December 31, 2017, David L. Watza, as President
and Chief Executive Officer of the Company, will be appointed to
the Board of Directors of the Company to fill a vacancy left by
the resignation of either Robert S. Oswald or Terryll R. Smith,
who will resign from the Board at that time to facilitate the
appointment and (ii) extend the term of the Standstill Agreement
and Voting Agreement until thirty days prior to the deadline for
a shareholder to submit nominations at the 2018 Annual Meeting of
Shareholders of the Company.

The foregoing description of the Standstill Agreement Amendment
and the Voting Agreement Amendment is not complete and is
qualified in its entirety by reference to the Standstill
Agreement Amendment and the Voting Agreement Amendment, copies of
which are attached hereto as Exhibits 10.1 and 10.2 and
incorporated by reference.

Item 8.01. OTHER ITEMS

The Board of Directors approved a six month $25,000 additional
retainer fee to be paid to W. Richard Marz, as Board Chair, to be
paid one-half on September 1, 2017 and one-half on December 1,
2017.

Item 9.01. Financial Statements and Exhibits

D. Exhibits.
Exhibit No. Description
Exhibit 10.1 Second Amendment to Standstill Agreement, dated May 31, 2017,
between the Company, Harbert Discovery Fund LP, Harbert
Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and
Harbert Management Corporation.
Exhibit 10.2 Second Amendment to Voting Agreement, dated May 31, 2017,
between the Company, Moab Partners, L.P. and Moab Capital
Partners, LLC.


About PERCEPTRON, INC. (NASDAQ:PRCP)

Perceptron, Inc. develops, produces and sells a range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and three-dimensional (3D) scanning. The Company’s products include 3D machine vision solutions, robot guidance, coordinate measuring machines (CMMs), laser scanning and advanced analysis software. The Company’s products are categorized as In-Line, Near-Line and Off-Line Measurement Solutions (Measurement Solutions); 3D Scanning Solutions, and Value Added Services. Its In-Line and Near-Line measurement solutions include AutoGauge, AutoFit, AutoScan, AutoGuide and Helix. Its Off-Line measurement solutions include Coord3 and TouchDMIS. Its 3D Scanning Solutions include ScanWorks, ScanR and WheelWorks. Its Value Added Services include training, field service, calibration, launch support services, maintenance agreements and repairs. The Company operates in the Americas, Europe and Asia.

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