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): December 21, 2020
PERCEPTRON, INC.
(Exact name of registrant as specified in charter)
| Michigan | 0-20206 | 38-2381442 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 47827 Halyard Drive, Plymouth, MI | 48170-2461 | |
| (Address of principal executive offices) | (Zip Code) |
(734) 414-6100
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $0.01 par value Rights to Purchase Preferred Stock |
PRCP |
The Nasdaq Stock Market LLC (Nasdaq Global Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02. Termination of a Material Definitive Agreement
The information set forth in Item 2.01 is incorporated by reference into this Item 1.02.
On December 21, 2020, in connection with the Merger, the Company caused to be repaid in full its indebtedness under, and terminated, that certain Loan Agreement, dated as of December 4, 2017 (as amended), by and between the Company and Chemical Bank.
Item 2.01. Completion of Acquisition or Disposition of Assets.
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”). On December 21, 2020, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01, of the Company issued and outstanding immediately prior to the Effective Time, together with the Rights attached thereto, (each, a “Share”) (other than Shares owned by Parent, the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries) was cancelled and converted into the right to receive $7.00 per share in cash, without interest thereon (the “Merger Consideration”).
Effective immediately prior to the Effective Time, subject to the terms and conditions of the Merger Agreement: (i) each outstanding and unexercised option to purchase Shares (a “Stock Option”) granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to the Stock Option multiplied by (y) the excess, if any, of the Merger Consideration per Share over the exercise price per Share of such Stock Option, (ii) each outstanding award of restricted stock units (“Restricted Stock Units”) granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share, and (iii) each outstanding award of performance share units (“Performance Share Units”) granted under the Company Stock Plan became immediately vested at the target level of performance, and each such Performance Share Unit was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the target number of Shares subject to such Performance Share Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference to this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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. In addition, the Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Shares from Nasdaq and deregistration of the Shares under Section 12(b) of the Exchange Act. The Company also intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
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.
Item 5.01. Changes in Control of Registrant.
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. The Merger Consideration, and the amounts described above with respect to applicable Stock Options, Restricted Stock Units and Performance Share Units, resulted in an aggregate amount payable (net of acquired cash and without giving effect to Parent’s related transaction fees and expenses) of approximately $69 million. The transaction was funded by Parent from cash on hand.
The information set forth in Item 2.01, Item 3.01, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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. In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
In connection with the Merger Agreement, on December 21, 2020, the Bylaws of the Company were amended and restated in their entirety as set forth in Exhibit 3.2 attached hereto and is incorporated by reference in this Item 5.03.
Item 8.01. Other Events.
On December 21, 2020, the Company issued a press release announcing the closing of the Merger Agreement. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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. | ||
| Date: December 21, 2020 | /s/ Bill Roeschlein | |
| By: Bill Roeschlein | ||
| Its: Chief Financial Officer |
EXHIBIT 3.1
FIRST AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PERCEPTRON, INC.
ARTICLE I
NAME
The name of the corporation is Perceptron, Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND RESIDENT AGENT
The address of the registered office of the Corporation in the State of Michigan is 40600 Ann Arbor Road East, Suite 201, Plymouth, Michigan 48170, and the name of the resident agent for service of process at such address is CT Corporation.
ARTICLE III
PURPOSE AND POWERS
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Michigan Business Corporation Act (the “Act”). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock that the Corporation shall have authority to issue is one thousand (1,000) shares, no par value.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under the direction of a board of directors. The directors of the Corporation shall serve until the annual meeting of the shareholders of the Corporation or until their successor is elected and qualified. The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of the directors of the Corporation need not be by written ballot. Except as otherwise provided in these Articles of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the board of directors.
ARTICLE VI
EXCULPATION OF DIRECTORS
No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for any of the following: (a) the amount of a financial benefit received by a director to which he or she is not entitled; (b) intentional infliction of harm on the Corporation or its shareholders; (c) a violation of Section 551 of the Act; or (d) an intentional criminal act. Any repeal or modification of this Article VI shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification. If applicable law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors of the Corporation shall be eliminated to the fullest extent permitted by applicable law, as so amended.
ARTICLE VII
BYLAWS
In furtherance and not in limitation of the powers conferred by the Act, the board of directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.
ARTICLE VIII
RESERVATION OF RIGHT TO AMEND ARTICLES OF INCORPORATION
The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and other provisions authorized by the laws of the State of Michigan in force at the time may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of any nature conferred upon shareholders, directors or any other persons by and pursuant to these Articles of Incorporation in their present form or as hereafter amended are granted subject to the rights reserved in this Article VIII.
EXHIBIT 3.2
FIRST AMENDED AND RESTATED BYLAWS
OF
PERCEPTRON, INC.
Article
I
OFFICES
1.1 Registered Office: The registered office of the Corporation in the State of Michigan is 40600 Ann Arbor Road East, Suite 201, Plymouth, Michigan 48170. The name of its registered agent for service of process at such address is CT Corporation.
1.1 Other Offices: The Corporation may have other offices, either within or outside the State of Michigan, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require, provided, however, that the Corporation’s books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate.
Article
II
SHAREHOLDERS
2.1 Place of Shareholders’ Meetings: All meetings of the shareholders of the Corporation shall be held at such place or places, within or outside the State of Michigan as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any designated place, but may instead be held solely by means of remote communication. Shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication participate in a meeting of shareholders and be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
2.2 Date and Hour of Annual Meetings of Shareholders: If there be a failure to hold the annual meeting or to take action by written consent to elect Directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the Corporation, its last annual meeting or the last action by written consent to elect Directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any shareholder or Director.
2.3 Purpose of Annual Meetings: At each annual meeting, the shareholders shall elect the members of the Board of Directors for the succeeding year. At any such annual meeting any further proper business may be transacted.
2.4 Special Meetings of Shareholders: Special meetings of the shareholders or of any class or series thereof entitled to vote may be called by the Board of Directors, President or by the Chairman of the Board of Directors, or at the request in writing by shareholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the Corporation.
2.5 Notice of Meetings of Shareholders: Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every shareholders’ meeting the Secretary shall give to each shareholder of record entitled to vote at such meeting, written notice, served personally or by mail, stating the following; the place, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting; and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at the shareholder’s address for notices to such shareholder as it appears on the records of the Corporation. Any notice to shareholders shall be effective if given by a form of electronic transmission consented to by the shareholder to whom notice is to be given.
2.6 Quorum of Shareholders: (a) Unless otherwise provided by the Articles of Incorporation or by law, at any meeting of the shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
(b) At any meeting of the shareholders at which a quorum shall be present, a majority of voting shareholders, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting so long as the time, place, if any, and the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. In the absence of a quorum, the Officer presiding thereat shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting, other than announcement at the meeting, shall not be required to be given except as provided in paragraph (d) below and except where expressly required by law.
(c) At any adjourned session at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called but only those shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.
(d) However, if an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
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2.7 Chairman and Secretary of Meeting: The President, or such other person as the shareholders may elect at the time of any meeting of the shareholders, shall preside at meetings of the shareholders. The Secretary shall act as secretary of the meeting or if he is not present, then the presiding officer shall appoint a person to act as secretary of the meeting.
2.8 Voting by Shareholders: Except as may be otherwise provided by the Articles of Incorporation or these by-laws, at every meeting of the shareholders each shareholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the Corporation on the record date for the meeting. Except as otherwise provided by these by-laws, all elections and questions shall be decided by the vote of a majority in interest of the shareholders present in person or represented by proxy and entitled to vote at the meeting.
2.9 Proxies: Any shareholder entitled to vote at any meeting of shareholders may vote either in person or by proxy. A proxy may be in writing, subscribed by the shareholder or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy calls for a longer period. A shareholder may authorize another person to act for such shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the proxyholder, provided that any such communication must either set forth or be submitted with information from which it can be determined that such communication was authorized by the shareholder.
2.10 Inspectors: The election of Directors and any other vote by ballot at any meeting of the shareholders shall be supervised by one or more inspectors. Such inspectors may be appointed by the presiding officer before or at the meeting; or if one or both inspectors so appointed shall refuse to serve or shall not be present, such appointment shall be made by the Officer presiding at the meeting.
2.11 List of Shareholders: (a) At least ten days before every meeting of shareholders, the Secretary shall prepare and make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder.
(b) For a period of at least ten days prior to the meeting, such list shall be open to examination by any shareholder for any purpose germane to the meeting, either at the principal place of business of the Corporation during ordinary business hours or on a reasonably accessible electronic network, and the information required to gain access to such list is provided with the notice of the meeting. If the meeting is to be held at a designated place, then the list shall be produced and kept at the time and place where the meeting is to be held and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall be open to inspection of any shareholder during the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.
(c) The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by this Section 2.11 or the books of the Corporation, or to vote in person or by proxy at any meeting of shareholders.
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2.12 Procedure at Shareholders’ Meetings: Except as otherwise provided by these bylaws or any resolutions adopted by the shareholders or Board of Directors, the order of business and all other matters of procedure at every meeting of shareholders shall be determined by the presiding officer.
2.13 Action By Consent Without Meeting: Unless otherwise provided by the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. An electronic transmission consenting to an action to be taken and transmitted by a shareholder, member or proxyholder or by a person authorized to act for a shareholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that such electronic transmission sets forth information from which the Corporation can determine that the electronic transmission was transmitted by the shareholder or proxyholder and the date on which the shareholder or proxyholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed the date on which such consent was signed. No consent given by electronic transmission shall be deemed delivered until reproduced in paper and delivered to the Corporation at its registered office in the state, its principal place of business or an officer having custody of the record book of shareholder meetings in the manner provided by the Board of Directors.
Article
III
DIRECTORS
3.1 Powers of Directors: The property, business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all the powers of the Corporation except such as are by the law of the State of Michigan or the Articles of Incorporation or these by-laws required to be exercised or done by the shareholders.
3.2 Number. Method of Election: Terms of Office of Directors: The number of Directors which shall constitute the Board of Directors shall be three (3) unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Each Director shall hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, provided, however, that a Director may resign at any time. Directors need not be shareholders. Elections of Directors need not be by written ballot, unless otherwise provided by law; and if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or proxyholder.
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3.3 Vacancies on Board of Directors; Removal: (a) Any Director may resign his office at any time by delivering his resignation in writing or by electronic transmission to the Chairman of the Board or to the President. The resignation will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt by the Corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
(b) Any vacancy in the authorized number of Directors, regardless of the cause of such vacancy, may be filled by majority vote of the shareholders or a majority vote of the remaining Directors, regardless of whether the remaining number of Directors is sufficient to constitute a quorum, and any Director so chosen shall hold office until the next annual election of Directors by the shareholders and until his successor is duly elected and qualified or until his earlier resignation or removal.
(c) Any Director may be removed with or without cause at any time by the majority vote of the shareholders given at a special meeting of the shareholders called for that purpose.
3.4 Meetings of the Board of Directors: (a) The Board of Directors may hold its meetings, both regular and special, either within or outside the State of Michigan.
(b) Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting shall be a legal holiday, then the meeting shall be held on the next day which is not a legal holiday.
(c) The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the shareholders for the election of Officers and the transaction of such other business as may come before it. If such meeting is held at the place of the shareholders’ meeting, no notice thereof shall be required.
(d) Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President or at the written request of any one Director.
(e) The Secretary shall give notice to each Director of any special meeting of the Board of Directors by mailing the same at least three days before the meeting or by telegraphing, telexing, or delivering the same not later than the date before the meeting. Unless required by law, such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. Any and all business may be transacted at any meeting of the Board of Directors. No notice of any adjourned meeting need be given.
(f) No notice to or waiver by any Director shall be required with respect to any meeting at which the Director is present.
3.5 Quorum and Action: Unless provided otherwise by law or by the Articles of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute an act of the Board of Directors.
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3.6 Presiding Officer and Secretary of the Meeting: The Chairman, or, in his or her absence another member of the Board of Directors selected by the members present, shall preside at meetings of the Board. The Secretary shall act as secretary of the meeting, but in his or her absence the presiding officer may appoint a secretary of the meeting.
3.7 Action by Consent Without Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.8 Action by Telephonic Conference: Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.
3.9 Committees: The Board of Directors shall, by resolution or resolutions passed by a majority of Directors, designate one or more committees, each of such committees to consist of one or more Directors of the Corporation, for such purposes as the Board shall determine. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.
3.10 Compensation of Directors: Directors shall receive such reasonable compensation for their service on the Board of Directors or any committees thereof, whether in the form of salary or a fixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.
Article
IV
OFFICERS
4.1 Officers, Title, Elections, Terms: (a) The elected Officers of the Corporation shall be a President, a Treasurer and a Secretary, and such other Officers as the Board of Directors from time to time shall deem advisable. The Officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the shareholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified.
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(b) The Board of Directors may elect or appoint at any time, and from time to time, additional Officers or agents with such duties as it may deem necessary or desirable. Such additional Officers shall serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election or appointment. Two or more offices may be held by the same person.
(c) Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.
(d) Any Officer may resign his office at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
(e) The salaries of all Officers of the Corporation may be fixed by the Board of Directors.
4.2 Removal of Elected Officers: Any elected Officer may be removed at any time, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office.
4.3 Duties of Officers: (a) President: The President shall be the principal executive Officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
(b) Treasurer: The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (3) deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; and (4) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.
(c) Secretary: The Secretary shall: (1) maintain the official records of the Corporation and the minutes of the meetings of the shareholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed only to documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (4) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.
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Article
V
CAPITAL STOCK
5.1 Stock Certificates: (a) Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the President or a Vice President and by the Treasurer or the Secretary, certifying the number of shares owned by him.
(b) If such certificate is countersigned by a transfer agent other than the Corporation or its employee, or by a registrar other than the Corporation or its employee, the signatures of the Officers of the Corporation may be facsimiles, and, if permitted by law, any other signature may be a facsimile.
(c) If any Officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such Officer at the date of issue.
(d) Certificates of stock shall be issued in such form not inconsistent with the Articles of Incorporation as shall be approved by the Board of Directors, and shall be numbered and registered in the order in which they were issued.
(e) All certificates surrendered to the Corporation shall be canceled with the date of cancellation, and shall be retained by the Secretary, together with the powers of attorney to transfer and the assignments of the shares represented by such certificates, for such period of time as shall be prescribed from time to time by resolution of the Board of Directors.
5.2 Record Ownership: A record of the name and address of the holder of such certificate, the number of shares represented thereby and the date of issue thereof shall be made on the Corporation’s books. The Corporation shall be entitled to treat the holder of record on the Corporation’s books of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.
5.3 Transfer of Record Ownership: Transfers of stock shall be made on the books of the Corporation only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.
5.4 Lost: Stolen or Destroyed Certificates: Certificates representing shares of the stock of the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed in such manner and on such terms and conditions as the Board of Directors from time to time may authorize.
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5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The Corporation may maintain one or more transfer offices or agencies where stock of the Corporation shall be transferable. The Corporation may also maintain one or more registry offices where such stock shall be registered. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.
5.6 Fixing Record Date for Determination of Shareholders of Record: The Board of Directors may fix, in advance, a date as the record date for the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of the shareholders or any adjournment thereof, or the shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or to express consent to corporate action in writing without a meeting, or in order to make a determination of the shareholders for the purpose of any other lawful action. Such record date in any case shall be not more than sixty days nor less than ten days before the date of a meeting of the shareholders, nor more than sixty days prior to any other action requiring such determination of the shareholders. A determination of shareholders of record entitled to notice or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
5.7 Dividends: Subject to the provisions of the Articles of Incorporation, the Board of Directors may declare dividends, either in cash or in kind, upon the capital stock of the Corporation as and when they deem expedient, out of funds legally available therefore, at any regular or special meeting. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in its discretion deems proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.
Article
VI
SECURITIES HELD BY THE CORPORATION
6.1 Voting: Unless the Board of Directors shall otherwise order, the President, the Secretary, the Treasurer or any other Officer designated by the Board of Directors shall have full power and authority, on behalf of the Corporation, to attend, act and vote at any meeting of the shareholders of any corporation in which the Corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the Corporation a proxy or proxies empowering another or others to act as aforesaid. The Board of Directors from time to time may confer like powers upon any other person or persons.
6.2 General Authorization to Transfer Securities Held by the Corporation: (a) Unless restricted from so doing by resolution of the Board of Directors, any of the Officers of the Corporation shall be, and they hereby are, authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the Corporation, and to make, execute and deliver, under the seal of the Corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.
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(b) Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a), a certificate of the Secretary of the Corporation in office at the date of such certificate setting forth the provisions of this Section 6.2 and stating that they are in full force and effect and setting forth the names of persons who are then Officers of the Corporation, then all persons to whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the Corporation, and that with respect to such securities the authority of these provisions of the bylaws and of such Officers is still in full force and effect.
Article
VII
MISCELLANEOUS
7.1 Signatories: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.
7.2 Seal: The seal of the Corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.
7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or purpose of any meeting of the shareholders, Directors or a committee is required to be given under the law of the State of Michigan, the Articles of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any shareholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.
7.4 Indemnity: The Corporation shall indemnify its Directors, Officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this Section 7.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the Director, Officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in Sections 561 and 562 of the Michigan Business Corporation Act.
7.5 Fiscal Year: Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.
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EXHIBIT 99.1
Perceptron Completes Merger with Atlas Copco
PLYMOUTH, Mich., Dec. 21, 2020 (GLOBE NEWSWIRE) -- Perceptron, Inc. (NASDAQ:
PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced receiving
all regulatory approvals and the successful closing of the previously announced Agreement and Plan of Merger with Atlas Copco,
a world-leading provider of sustainable productivity solutions headquartered in Stockholm, Sweden.
As a result of the merger, Perceptron has become a wholly owned subsidiary of Atlas Copco. Under the terms of the merger agreement, Perceptron shareholders receive $7.00 per share in cash for each share of common stock held. Following the closing, Perceptron’s common stock will no longer be publicly traded and will be delisted from the Nasdaq Global Market.
“We are pleased to have completed the merger with Atlas Copco, maximizing value for our shareholders, providing our customers with access to a broader array of technology and products, and offering our employees exciting new growth opportunities,” stated Jay Freeland, Chairman, and Interim CEO of Perceptron. “The path forward for our combined organizations is bright and the team is well-prepared for a seamless transition.”
XMS Capital Partners, LLC acted as financial advisor and Dykema Gossett PLLC acted as legal counsel to Perceptron on this transaction.
About Perceptron®
Perceptron (NASDAQ: PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive and other manufacturing companies rely on Perceptron's metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain, and the United Kingdom. For more information, please visit www.perceptron.com.
Safe Harbor Statement
Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including our expectations regarding our fiscal year 2021 and future results, operating data, new order bookings, revenue, expenses, net income and backlog levels, trends affecting our future revenue levels, the rate of new orders, and our ability to fund our fiscal year 2021 and future cash flow requirements. We may also make forward-looking statements in our press releases or other public or shareholder communications. Whenever possible, we have identified these forward-looking statements by words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), including those listed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for our fiscal 2020. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.
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