☒ | Preliminary Proxy Statement |
☐ | Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under Rule 14a-12 |
PERCEPTRON, INC. |
(Name of Registrant as Specified in Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☐ | | | No fee required | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | | | Title of each class of securities to which transaction applies: | ||
| | | | Perceptron, Inc. common stock, par value $0.01 per share. | ||
| | | | Aggregate number of securities to which transaction applies: | ||
| | | | The maximum number of shares of common stock to which this transaction applies is estimated to be 9,940,009 which consists of (i) 9,779,547 shares of common stock issued and outstanding; (ii) 112,875 shares of common stock issuable upon the exercise of stock options with an exercise price of less than $7.00 per share (which represents the per share merger consideration); (iii) 8,084 shares of common stock issuable upon the settlement of restricted stock units; (iv) 34,804 shares of common stock issuable upon the settlement of performance share units; and (v) 4,699 shares of common stock that are subject to the outstanding purchase rights under the Company stock purchase plan. | ||
| | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| | | | In accordance with Exchange Act Rule 0-11(c), the filing fee of $7,520.13 was determined by multiplying .0001091 by the aggregate merger consideration of $68,928,774.25. The aggregate merger consideration was calculated based on the sum of (i) 9,779,547 shares of common stock issued and outstanding multiplied by $7.00; (ii) 112,875 shares of common stock issuable upon the exercise of stock options with an exercise price of less than $7.00 per share multiplied by $1.23 (which is the difference between $7.00 per share and the weighted average exercise price per share of such options); (iii) 8,084 shares of common stock issuable upon the settlement of restricted stock units multiplied by $7.00; (iv) 34,804 shares of common stock issuable upon the settlement of performance share units multiplied by $7.00; and (v) 4,699 shares of common stock that are subject to the outstanding purchase rights under the Company stock purchase plan multiplied by $7.00. | ||
| | | | Proposed maximum aggregate value of transaction: | ||
| | | | $68,928,774.25 | ||
| | | | Total fee paid: | ||
| | | | $7,520.13 | ||
☐ | | | Fee paid previously with preliminary materials. | |||
☒ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
| | | | $7,519.18 | ||
| | (2) | | | Form, Schedule or Registration Statement No.: | |
| | | | Preliminary Proxy Statement on Schedule 14A (file no. 000-20206) | ||
| | (3) | | | Filing Party: | |
| | | | Perception, Inc. | ||
| | (4) | | | Date Filed: | |
| | | | October 21, 2020 |