Page 5 of 9 SEC Filing The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. 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 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 679,208 Shares directly owned by Moab LP is approximately $4,786,000, including brokerage commissions. The aggregate purchase price of the 36,240 Shares held in the Managed Account is approximately $186,000, including brokerage commissions. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On March 15, 2016, the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”) reiterating their serious concerns regarding the significant shareholder value destruction at the Issuer over the past few years under the oversight of the Board and expressing their strong desire for a new direction at the Issuer, as outlined in their February 25, 2016 letter to the Board, which the Reporting Persons chose to keep private in the spirit of working constructively with the Board to implement the changes that they believe are necessary to drive shareholder value at the Issuer. In the Letter, the Reporting Persons stated that while they appreciate their recent discussions and meeting with Chairman and Interim CEO Rick Marz, their dialogue with Mr. Marz only heightened their concerns that Mr. Marz’s actions as CEO will have devastating long-term consequences for shareholders. The Reporting Persons also stated in the Letter that they were both surprised and disappointed to learn that the Issuer has chosen to retain a proxy advisory firm in response to their private dialogue rather than engage with them to reach a resolution that is in the best interests of all shareholders. In light of these recent actions, which the Reporting Persons believe clearly demonstrate that Mr. Marz and the Board are more interested in maintaining the troubling status quo, the Reporting Persons are seeking immediate and significant changes to the Board and executive management team, which are outlined in more detail in the Reporting Persons’ presentation titled “A Case Study in Failed Governance; A Need for Urgent Change” attached as Exhibit A to the Letter. The Reporting Persons further stated in the Letter that while it remains their preference to work constructively with the Issuer, should the Board fail to immediately engage with them in a meaningful manner, the Reporting Persons intend to make the necessary preparations to launch a special meeting campaign that will allow shareholders to weigh in decisively on the future leadership of the Issuer. The full text of the Letter, including the presentation attached thereto as Exhibit A, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Follow Perceptron Inc (NASDAQ:PRCP)
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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| 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 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 679,208 Shares directly owned by Moab LP is approximately $4,786,000, including brokerage commissions. The aggregate purchase price of the 36,240 Shares held in the Managed Account is approximately $186,000, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 15, 2016, the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”) reiterating their serious concerns regarding the significant shareholder value destruction at the Issuer over the past few years under the oversight of the Board and expressing their strong desire for a new direction at the Issuer, as outlined in their February 25, 2016 letter to the Board, which the Reporting Persons chose to keep private in the spirit of working constructively with the Board to implement the changes that they believe are necessary to drive shareholder value at the Issuer. In the Letter, the Reporting Persons stated that while they appreciate their recent discussions and meeting with Chairman and Interim CEO Rick Marz, their dialogue with Mr. Marz only heightened their concerns that Mr. Marz’s actions as CEO will have devastating long-term consequences for shareholders. The Reporting Persons also stated in the Letter that they were both surprised and disappointed to learn that the Issuer has chosen to retain a proxy advisory firm in response to their private dialogue rather than engage with them to reach a resolution that is in the best interests of all shareholders.
In light of these recent actions, which the Reporting Persons believe clearly demonstrate that Mr. Marz and the Board are more interested in maintaining the troubling status quo, the Reporting Persons are seeking immediate and significant changes to the Board and executive management team, which are outlined in more detail in the Reporting Persons’ presentation titled “A Case Study in Failed Governance; A Need for Urgent Change” attached as Exhibit A to the Letter. The Reporting Persons further stated in the Letter that while it remains their preference to work constructively with the Issuer, should the Board fail to immediately engage with them in a meaningful manner, the Reporting Persons intend to make the necessary preparations to launch a special meeting campaign that will allow shareholders to weigh in decisively on the future leadership of the Issuer. The full text of the Letter, including the presentation attached thereto as Exhibit A, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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