SEC Form S filed

As filed with the Securities and Exchange Commission on December 21, 2020

Registration Nos. 33-63666

33-63664

33-85656

33-93910

333-00446

333-00444

333-65001

333-65007

333-92643

333-92645
333-92647

333-55164

333-76194

333-104040

333-131421

333-163324

333-163325

333-185209

333-195073

333-195074

333-222168

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Its Charter)

Perceptron, Inc. 1983 Stock Option Plan

Perceptron, Inc. 1992 Stock Option Plan

Perceptron, Inc. Directors Stock Option Plan

Perceptron, Inc. 1998 Global Team Members Stock Option Plan

Perceptron, Inc. Employee Stock Purchase Plan

Perceptron, Inc. 2004 Stock Incentive Plan

Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan

(Full Title of the Plan)

Bill Roeschlein

Chief Financial Officer

Perceptron, Inc.

47827 Halyard Drive, Plymouth, Michigan 48170

(Name and address of agent for service)

(734) 414-6100

(Telephone number, including area code, of agent for service)

Copy to:

Thomas S. Vaughn, Esq.

Dykema Gossett PLLC

400 Renaissance Center

Detroit, Michigan 48243

(313) 568-6800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE:

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments No. 1 to Registration Statements on Form S-8 (“Post-Effective Amendments”) relate to the following Registration Statements of Perceptron, Inc., a Michigan corporation (the “Registrant”), on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”):

On December 21, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of September 27, 2020 (the “Merger Agreement”), by and among Atlas Copco North America LLC, a Delaware limited liability company (“Parent”), Odyssey Acquisition Corp., a Michigan corporation and wholly owned subsidiary of Parent, and the Registrant, the Registrant became a wholly owned subsidiary of Parent.

In connection with the consummation of the merger as contemplated under the Merger Agreement, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of these Post-Effective Amendments, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statements but not sold under the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plymouth, State of Michigan on this 21^st day of December, 2020.

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.