Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)¹

Perceptron, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

71361F100

(CUSIP Number)

CHAD H. GOLDSTEIN

MOAB CAPITAL PARTNERS, LLC

152 West 57^th Street, 9^th Floor

New York, New York 10019

(212) 981-2623

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 16, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				MOAB CAPITAL PARTNERS, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							615,102
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							615,102
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				615,102
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				IA

  

	1		NAME OF REPORTING PERSON
				MOAB PARTNERS, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							615,102
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							615,102
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				615,102
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				MOAB GP, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							615,102
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							615,102
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				615,102
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				MOAB PRIVATE INVESTMENTS, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				IA

  

 

	1		NAME OF REPORTING PERSON
				MOAB PI GP, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				MICHAEL M. ROTHENBERG
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							615,102
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							615,102
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				615,102
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.4%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

 

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Due to the sales of Shares reported in this Amendment No. 10, the Managed Account no longer beneficially owns any Shares. As a result, MPI, as the investment adviser to the Managed Account, and MPI GP, as the general partner of MPI, are no longer deemed to beneficially own any Shares. As a result, the Managed Account, MPI and MPI GP are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 10. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Moab LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 615,102 Shares directly owned by Moab LP is approximately $3,767,000, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 9,618,469 Shares outstanding, as of February 6, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 11, 2019.

A.

Moab LP

(a)

As of the close of business on April 17, 2019, Moab LP directly owned 615,102 Shares.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 615,102 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 615,102 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

B.

Moab LLC

(a)

Moab LLC, as the investment adviser of Moab LP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 615,102 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 615,102 4. Shared power to dispose or direct the disposition: 0

 

(c)

Moab LLC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

C.

Moab GP

(a)

Moab GP, as the general partner of Moab LP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 615,102 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 615,102 4. Shared power to dispose or direct the disposition: 0

 

(c)

Moab GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Moab LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

D.

MPI

(a)

As of the close of business on April 17, 2019, the Managed Account does not beneficially own any Shares. As a result, MPI, as the investment adviser to the Managed Account, does not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

 

(c)

MPI has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

E.

MPI GP

(a)

MPI GP, as the general partner of MPI, does not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

 

(c)

MPI GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

F.

Mr. Rothenberg

(a)

Mr. Rothenberg, as the managing member of Moab LLC and as the managing member of MPI GP, may be deemed the beneficial owner of the 615,102 Shares directly owned by Moab LP.

Percentage: Approximately 6.4%

(b)

1. Sole power to vote or direct vote: 615,102 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 615,102 4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Rothenberg has not entered into any transactions in the Shares during the past sixty days. The transactions in the securities on behalf of Moab LP and the Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On April 16, 2019, Moab LP sold short in the over the counter market call options referencing an aggregate of 5,000 Shares, which have an exercise price of $7.50 and expire on July 19, 2019.

On April 18, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 10 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended add the following exhibit:

99.1

Joint Filing Agreement by and among Moab Capital Partners, LLC, Moab Partners, L.P., Moab GP, LLC and Michael R. Rothenberg, dated April 18, 2019.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 18, 2019

	Moab Partners, L.P.
	By:	Moab Capital Partners, LLC, its Investment Adviser
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Member

 

	Moab Capital Partners, LLC
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Member

 

	Moab GP, LLC
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Member

 

	Moab PRIVATE INVESTMENTS, LP
	By:	Moab PI GP, LLC, its General Partner
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Member

 

	Moab PI GP, LLC
	By:	/s/ Michael M. Rothenberg
		Name:	Michael M. Rothenberg
		Title:	Managing Member

 

	/s/ Michael M. Rothenberg
	Michael M. Rothenberg

 

 SCHEDULE A

Transactions in the Securities During the Past Sixty Days

Nature of Transaction

Date of Transaction

Shares of Common Stock Purchased/(Sold)

Price ($)

 

MOAB PARTNERS, L.P.

Sale of Common Stock	04/16/2019	(193.800)	7.4698
Short Sale of July 2019 Call Option ($7.50 Strike Price)	04/16/2019	(5,000)*	0.5936
Sale of Common Stock	04/17/2019	(16,715)	7.5322
Sale of Common Stock	04/17/2019	(82,000)	7.4700

 

MOAB PRIVATE INVESTMENTS, L.P.

(Through the Managed Account)

 

Sale of Common Stock	02/15/2019	(7,000)	7.5545
Sale of Common Stock	03/14/2019	(27,535)	7.6270

 

 

*Represents Shares underlying call options sold short in the over the counter market.