13D Filing: Moab Capital Partners and Perceptron Inc (PRCP)

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. 8)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)

December 14, 2017

(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).

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

As a result of a change
in the investment adviser of the Managed Account (as defined below), Item 2 is hereby amended and restated to read as follows:

(a)       This
statement is filed by:

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of the Reporting Persons is 152 West 57^th Street, 9^th Floor, New
York, New York 10019.

(c)       The
principal business of Moab LP is investing in event-driven securities. Moab LLC serves as the investment adviser for certain private
investment funds, including Moab LP. MPI serves as the investment adviser for certain private investment funds, including the Managed
Account. Mr. Rothenberg serves as the managing member of Moab LLC and sole member of MPI.

(d)       No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.

(f)       Mr.
Rothenberg is a citizen of the United States of America.

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

The Shares purchased
by Moab LP and held in the Managed Account 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 777,573
Shares directly owned by Moab LP is approximately $5,066,000, including brokerage commissions. The aggregate purchase price of
the 40,328 Shares held in the Managed Account is approximately $272,000, including brokerage commissions.

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 9,486,424 Shares outstanding, as of November 2, 2017, 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 November 6, 2017.

Percentage: Approximately 8.2%

Percentage: Approximately 8.2%

Percentage: Less than 1%

Percentage: Approximately 8.6%

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 is hereby amended
to add the following:

On December 19, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached as exhibit 99.1 hereto and is incorporated herein by reference.

Item 7 is hereby amended
add the following exhibit:

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: December 19, 2017

SCHEDULE A

Transactions
in the Shares During the Past Sixty Days

MOAB
PARTNERS, L.P.

MOAB
PRIVATE INVESTMENTS, LLC

(Through
the Managed Account)