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): March 5, 2010

PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Charter)

Michigan
0-20206
38-2381442
State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

47827 Halyard Drive, Plymouth, MI
48170-2461
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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):

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01.    OTHER EVENTS

Perceptron, Inc. (the “Company”) previously announced in its Form 10-Q for the quarter ended December 31, 2009 that, pursuant to a tender offer by Ram Reinsurance Company Ltd (“Ram Re”) to acquire all of Ram Re’s outstanding preference shares at $25,000 per share, the Company had tendered its shares.  Ram Re extended its tender offer until March 5, 2010.  After further discussions with other preferred Ram Re shareholders, the Company withdrew its tender prior to the withdrawal deadline and will continue to hold the Ram Re preference shares.

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.
 
(Registrant)
   
Date:March 9, 2010
/s/ Harry T. Rittenour
 
By: Harry T. Rittenour
 
Title: President and Chief Executive Officer