SC 13D/A 1 d8705837_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No.10)*

 

 

Perceptron, Inc.
(Name of Issuer)

 

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

 

71361F100
(CUSIP Number)

 

 

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue

North Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5500

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

 

December 21, 2020
(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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 

 

 

_________________

* 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.

 

 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Discovery Fund, LP  
     
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 ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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*  
     
  PN  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Discovery Fund GP, LLC  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Fund Advisors, Inc.  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Alabama  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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, CO  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Harbert Management Corporation  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Alabama  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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*  
     
  CO  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Jack Bryant  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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*  
     
  IN  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Kenan Lucas  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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*  
     
  IN  
 
 

CUSIP No. 71361F100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Raymond Harbert  
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) [_]
    (b) [_]
       
3. SEC USE ONLY  
     
     
     
4. SOURCE OF FUNDS*  
     
  AP  
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
     
7. SOLE VOTING POWER  
     
  0  
     
8. SHARED VOTING POWER  
     
  0  
     
9. SOLE DISPOSITIVE POWER
     
  0  
     
10. SHARES 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*  
     
  IN  
 
 

CUSIP No. 71361F100    

 

Item 1. Security and Issuer.  
     
  The name of the issuer is Perceptron, Inc., a Michigan corporation (the "Issuer"). The address of the Issuer's principal executive offices is 47827 Halyard Drive, Plymouth, Michigan, United States of America. This Schedule 13D relates to the Issuer's common stock, $0.01 par value (the "Shares").  
     
     
Item 2. Identity and Background.  
     
  (a), (f) This Schedule 13D is being filed jointly by (i) Harbert Discovery Fund, LP, a Delaware limited partnership (the "Fund"), (ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the "Fund GP"), (iii) Harbert Fund Advisors, Inc., an Alabama corporation ("HFA"), (iv) Harbert Management Corporation, an Alabama corporation ("HMC"), (v) Jack Bryant, a United States citizen, (vi) Kenan Lucas, a United States citizen and (vii) Raymond Harbert, a United States citizen (collectively the "Reporting Persons").  
       
  (b) The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.  
       
  (c) Kenan Lucas is the Managing Director and Portfolio Manager of the Fund GP, which serves as the general partner of the Fund.  Jack Bryant is a Senior Advisor to the Fund, and a Vice President and Senior Managing Director of HMC. Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Fund GP. Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides the Fund with certain operational and administrative services. The principal business of the Fund is purchasing, holding and selling securities for investment purposes.  
       
  (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  
       
  (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.  
       
     

 

Item 3. Source and Amount of Funds or Other Consideration.  

 

  The funds for the purchase of the Shares by the Fund came from the working capital of the Fund, over which HFA, HMC, the Fund GP, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Shares directly owned by Harbert Discovery Fund, LP is $0.  
     
 
 

Item 4. Purpose of Transaction.  
     
 

This item is hereby amended to add the following:

 

On September 27, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) between the Issuer, Atlas Copco North America LLC and Odyssey Acquisition Corp. The merger closed on December 21, 2020. The description of the Merger Agreement and the related merger transaction are qualified in their entirety by referenced to the form 8-K filed by the Issuer (which includes the Merger Agreement at Exhibit 2.1) on December 21, 2020, and incorporated herein by reference. All of the interests in the securities of the Issuer held by the Reporting Persons were disposed of pursuant to the Merger Agreement for $7.00 per share in cash on the effective date of the merger. Additionally, Jack Bryant resigned as a Director of the Issuer upon the effective date of the merger.

  
       
     
       

Item 5. Interest in Securities of the Issuer.  

 

  (a)-(e)

As of the date hereof, HFA, HMC and Raymond Harbert may be deemed to be the beneficial owners of 0 Shares, which constitutes 0% of the Shares, and the Fund GP, the Fund, Jack Bryant and Kenan Lucas may be deemed to be the beneficial owners of 0 Shares, which constitutes 0% of the Shares.

 

HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

 

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

 

The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

 

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

 

Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0Shares.

 

Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0Shares.

 

Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 0 Shares.

 

As of December 21, 2020, the Reporting Persons no longer beneficially own any Shares.

 

Other than the merger transaction pursuant to the Merger Agreement, there have been no transactions by the Reporting Persons in the Shares within the last 60 days.

  
       

 
 


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.  
     
 

Other than the Merger Agreement, the Voting and Support Agreement , the Standstill Agreement, the private stock purchase agreement, the Non-Disclosure Agreement and the Joinder Agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

In connection with his service as a Director of the Issuer, Jack Bryant was issued 8,000 stock options. The options had a three-year vesting schedule whereby one-third of the options vested on each of September 1, 2017, September 1, 2018, and September 1, 2019. The options were exercisable for a period of ten years from September 1, 2016, the date of the grant, unless earlier terminated due to the termination of Jack Bryant’s service as a director of the Issuer. These options were cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock options multiplied by (ii) the number of shares subject to such stock options.

  
     
     
     
Item 7. Material to be Filed as Exhibits.  
     
  Exhibit A:  Joint Filing Agreement  
     
  Exhibit B:  Merger Agreement, incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed on December 21, 2020  
     
     

 

 

 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  December 22, 2020
  (Date)
   
  Harbert Discovery Fund, LP*
   
  By:

Harbert Discovery Fund GP, LLC,

its General Partner

     
  By:

Harbert Management Corporation,

its Managing Member

     
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Discovery Fund GP, LLC*
   
  By:

Harbert Management Corporation,

its Managing Member

     
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Fund Advisors, Inc.*
   
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Management Corporation*
   
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  By: /s/ Jack Bryant*
    Jack Bryant
   
  By: /s/ Kenan Lucas*
    Kenan Lucas*
   
  By: /s/ Raymond Harbert*
    Raymond Harbert*

 

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 


AGREEMENT

 

The undersigned agree that this Amendment to Schedule 13D, dated December 22, 2020, relating to the Common Stock, $0.01 par value of Perceptron, Inc. shall be filed on behalf of the undersigned.

 

  December 22, 2020
  (Date)
   
  Harbert Discovery Fund, LP*
   
  By:

Harbert Discovery Fund GP, LLC,

its General Partner

     
  By:

Harbert Management Corporation,

its Managing Member

     
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Discovery Fund GP, LLC
   
  By:

Harbert Management Corporation,

its Managing Member

     
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Fund Advisors, Inc.
   
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  Harbert Management Corporation
   
  By: /s/ John McCullough
   

Executive Vice President and

General Counsel

   
  By: /s/ Jack Bryant
    Jack Bryant
   
  By: /s/ Kenan Lucas
    Kenan Lucas
   
  By: /s/ Raymond Harbert
    Raymond Harbert