<PAGE>   1
      As filed with the Securities and Exchange Commission on December 13, 1999

                                                Registration No. 33-
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                                PERCEPTRON, INC.
             (Exact name of registrant as specified in its charter)

           Michigan                                     38-2381442
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
               (Address, including zip code, and telephone number,
                 including area code, of registrant's Principal
                                Executive Office)

                                Perceptron, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)

           John J. Garber, Vice President and Chief Financial Officer
                                Perceptron, Inc.
                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                                THOMAS S. VAUGHN
                               Dykema Gossett PLLC
                             400 Renaissance Center
                          Detroit, Michigan 48243-1668
                                 (313) 568-6524

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
      Title of                                    Proposed Maximum           Proposed               Amount of
    Securities to            Amount to be             Offering           Maximum Aggregate        Registration
    be Registered             Registered          Price Per Share*       Offering Price**              Fee
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                  <C>                     <C>
     Common Stock          300,000 shares**            $4.00                $1,200,000              $316.80
    $.01 par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

*        Estimated solely for the purpose of calculating the registration fee,
         based on the average of the high and low sale prices on the Nasdaq
         Stock Market on December 6, 1999, in accordance with Rule 457(h).
**       The number of shares may be adjusted to prevent dilution from stock
         splits, stock dividends and similar transactions. This Registration
         Statement shall cover any such additional shares in accordance with
         Rule 416(a).
================================================================================


<PAGE>   2





Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Perceptron, Inc. (the "Company") with
the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:

         The contents of Registration Statement on Form S-8, file No. 33-63664,
         filed June 1, 1993, registering 142,857 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan, the contents of Registration
         Statement on Form S-8, file No. 33-85656, filed October 25, 1994,
         registering 850,000 shares of Common Stock of the Company, par value
         $.01 per share, to be issued pursuant to the Company's 1992 Stock
         Option Plan, the contents of Registration Statement on Form S-8, file
         No. 33-00446, filed on January 22, 1996, registering 75,000 shares of
         Common Stock of the Company, par value $.01 per share, to be issued
         pursuant to the Company's 1992 Stock Option Plan and the contents of
         Registration Statement on Form S-8, file No. 333-6500 1, filed on
         September 30, 1998, registering 558,357 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan.

Item 8.  EXHIBITS

         The following exhibits are filed with this registration statement:

         4         Instruments Defining the Rights of Securities Holders.

         4.1       Articles IV, V and VI of the Company's Restated Articles of
                   Incorporation are incorporated herein by reference to Exhibit
                   3.1 of the Company's Report on Form 10-Q for the Quarter
                   Ended March 31, 1998.

         4.2       Articles I, II, III, VI, VII, X and XI of the Company's
                   Bylaws are incorporated herein by reference to Exhibit 19 of
                   the Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1992.

         4.3       Credit Agreement, dated May 28, 1999, between Perceptron,
                   Inc. and Bank One, Michigan and First Amendment to Credit
                   Agreement, dated August 24, 1999, are incorporated herein by
                   reference to Exhibit 4.2 of the Company's Report on Form 10-K
                   for the Transition Period Ended June 30, 1999.

                   Other instruments, notes or extracts from agreements defining
                   the rights of holders of long-term debt of the Company or its
                   subsidiaries have not been filed because (i) in each case the
                   total amount of long-term debt permitted thereunder does not
                   exceed 10% of the Company's consolidated assets, and (ii) the
                   Company hereby agrees that it will furnish such instruments,
                   notes and extracts to the Securities and Exchange Commission
                   upon its request.

         4.4       Form of certificate representing Rights (included as Exhibit
                   B to the Rights Agreement filed as Exhibit 4.5) is
                   incorporated herein by reference to Exhibit 2 of the
                   Company's Report on Form 8-K filed March 24, 1998. Pursuant
                   to the Rights Agreement, Rights Certificates will not be
                   mailed until after the earlier of (i) the tenth business day
                   after the Shares Acquisition Date (or, if the tenth day after
                   the Shares Acquisition Date occurs before the Record Date,
                   the close of business on the Record Date) (or, if such Shares
                   Acquisition Date results from the consummation of a Permitted
                   Offer, such later date as may be determined before the
                   Distribution Date,

                                       2


<PAGE>   3

                   by action of the Board of Directors, with the concurrence of
                   a majority of the Continuing Directors), or (ii) the tenth
                   business day (or such later date as may be determined by the
                   Board of Directors, with the concurrence of a majority of the
                   Continuing Directors, prior to such time as any person
                   becomes an Acquiring Person) after the date of the
                   commencement of, or first public announcement of the intent
                   to commence, a tender or exchange offer by any person or
                   group of affiliated or associated persons (other than the
                   Company or certain entities affiliated with or associated
                   with the Company), other than a tender or exchange offer that
                   is determined before the Distribution Date to be a Permitted
                   Offer, if, upon consummation thereof, such person or group of
                   affiliated or associated persons would be the beneficial
                   owner of 15% or more of such outstanding shares of Common
                   Stock.

         4.5       Rights Agreement, dated as of March 24, 1998, between
                   Perceptron, Inc. and American Stock Transfer & Trust Company,
                   as Rights Agent, is incorporated herein by reference to
                   Exhibit 2 of the Company's Report on Form 8-K filed March 24,
                   1998.

         5         Opinion of Dykema Gossett PLLC with respect to the legality
                   of the Common Stock to be registered hereunder.

         23.1      Consent of PricewaterhouseCoopers LLP.

         23.2      Consent of Dykema Gossett PLLC (contained in Exhibit 5).

         24.1      Power of Attorney of Alfred A. Pease.

         24.2      Power of Attorney of David J. Beattie.

         24.3      Power of Attorney of Kenneth R. Dabrowski.

         24.4      Power of Attorney of Philip J. DeCocco.

         24.5      Power of Attorney of Robert S. Oswald.

         24.6      Power of Attorney of Terryll R. Smith.

         99.1      Amended and Restated Perceptron, Inc. 1992 Stock Option Plan
                   is incorporated herein by reference to Exhibit 10.53 to the
                   Company's Report on Form 10-Q for the Quarter Ended September
                   30, 1996.

         99.2      First Amendment to the Amended and Restated Perceptron, Inc.
                   1992 Stock Option Plan is incorporated herein by reference to
                   Exhibit 10.39 to the Company's Report on Form 10-Q for the
                   Quarter Ended March 31, 1997.

         99.3      Forms of Stock Option Agreements under 1992 Stock Option
                   Plan, (Team Members and Officers) prior to February 9, 1995,
                   are incorporated herein by reference to Exhibit 10.28 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1993.


                                       3


<PAGE>   4



         99.4      Forms of Master Amendments to Stock Option Agreements (Team
                   Members and Officers) under 1992 Stock Option Plan, prior to
                   February 9, 1995 are incorporated herein by reference to
                   Exhibit 10.22 to the Company's Annual Report on Form 10-K for
                   the Year Ended December 31, 1994.

         99.5      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) under 1992 Stock Option Plan after February 9, 1995
                   are incorporated herein by reference to Exhibit 10.23 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1994.

         99.6      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) and Non-Qualified Stock Option Agreements under
                   1992 Stock Option Plan after January 1, 1997, and Amendments
                   to existing Stock Option Agreements under the 1992 Stock
                   Option Plan are incorporated herein by reference to Exhibit
                   10.22 to the Company's Annual Report on Form 10-K for the
                   Year Ended December 31, 1996.

         99.7      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1998 are incorporated by
                   reference to Exhibit 10.25 of the Company's Report on Form
                   10-K for the Year Ended December 31, 1998.

         99.8      Second Amendment to Amended and Restated 1992 Stock Option
                   Plan is incorporated by reference to Exhibit 10.26 of the
                   Company's Report on Form 10-Q for the Quarter Ended March 31,
                   1999.

         99.9      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1999 are incorporated by
                   reference to Exhibit 10.30 of the Company's Report on Form
                   10-Q for the Quarter Ended September 30, 1999.


                                       4

<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Michigan on November 17,1999.


                                PERCEPTRON, INC.


                                By:  /s/ A.A. Pease
                                   -------------------------------------------
                                         Alfred A. Pease
                                Its:     President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of November 17, 1999.



<TABLE>
<CAPTION>

         Signature                                                           Title



<S>                                                          <C>
/s/ A.A. Pease                                               President, Chief Executive Officer, Chairman of the
-----------------------------------                          Board and Director (Principal Executive Officer)
Alfred A. Pease


/s/ John J. Garber                                           Vice President and Chief Financial Officer
-----------------------------------                          (Principal Financial Officer)
John J. Garber


/s/ Sylvia M. Smith                                          Controller (Principal Accounting Officer)
-----------------------------------
Sylvia M. Smith


               *                                             Director
-----------------------------------
David J. Beattie


               *                                             Director
-----------------------------------
Kenneth R. Dabrowski


               *                                             Director
-----------------------------------
Philip J. DeCocco


               *                                             Director
-----------------------------------
Robert S. Oswald


              *                                              Director
-----------------------------------
Terryll R. Smith


*By: /s/ Thomas S. Vaughn
    -------------------------------
     Thomas S. Vaughn
     Attorney-in-Fact
</TABLE>

                                       5

<PAGE>   6

         INDEX TO EXHIBITS



         Number    Description


         4         Instruments Defining the Rights of Securities Holders.

         4.1       Articles IV, V and VI of the Company's Restated Articles of
                   Incorporation are incorporated herein by reference to Exhibit
                   3.1 of the Company's Report on Form 10-Q for the Quarter
                   Ended March 31, 1998.

         4.2       Articles I, II, III, VI, VII, X and XI of the Company's
                   Bylaws are incorporated herein by reference to Exhibit 19 of
                   the Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1992.

         4.3       Credit Agreement, dated May 28, 1999, between Perceptron,
                   Inc. and Bank One, Michigan and First Amendment to Credit
                   Agreement, dated August 24, 1999, are incorporated herein by
                   reference to Exhibit 4.2 of the Company's Report on Form 10-K
                   for the Transition Period Ended June 30, 1999.

                   Other instruments, notes or extracts from agreements defining
                   the rights of holders of long-term debt of the Company or its
                   subsidiaries have not been filed because (i) in each case the
                   total amount of long-term debt permitted thereunder does not
                   exceed 10% of the Company's consolidated assets, and (ii) the
                   Company hereby agrees that it will furnish such instruments,
                   notes and extracts to the Securities and Exchange Commission
                   upon its request.

         4.4       Form of certificate representing Rights (included as Exhibit
                   B to the Rights Agreement filed as Exhibit 4.5) is
                   incorporated herein by reference to Exhibit 2 to the
                   Company's Report on Form 8-K filed March 24, 1998. Pursuant
                   to the Rights Agreement, Rights Certificates will not be
                   mailed until after the earlier of (i) the tenth business day
                   after the Shares Acquisition Date (or, if the tenth day after
                   the Shares Acquisition Date occurs before the Record Date,
                   the close of business on the Record Date) (or, if such Shares
                   Acquisition Date results from the consummation of a Permitted
                   Offer, such later date as may be determined before the
                   Distribution Date, by action of the Board of Directors, with
                   the concurrence of a majority of the Continuing Directors),
                   or (ii) the tenth business day (or such later date as may be
                   determined by the Board of Directors, with the concurrence of
                   a majority of the Continuing Directors, prior to such time as
                   any person becomes an Acquiring Person) after the date of the
                   commencement of, or first public announcement of the intent
                   to commence, a tender or exchange offer by any person or
                   group of affiliated or associated persons (other than the
                   Company or certain entities affiliated with or associated
                   with the Company), other than a tender or exchange offer that
                   is determined before the Distribution Date to be a Permitted
                   Offer, if, upon consummation thereof, such person or group of
                   affiliated or associated persons would be the beneficial
                   owner of 15% or more of such outstanding shares of Common
                   Stock.


                                       6

<PAGE>   7


         4.5       Rights Agreement, dated as of March 24, 1998, between
                   Perceptron, Inc. and American Stock Transfer & Trust Company,
                   as Rights Agent, is incorporated herein by reference to
                   Exhibit 2 to the Company's Report on Form 8-K filed March 24,
                   1998.

         5         Opinion of Dykema Gossett PLLC with respect to the legality
                   of the Common Stock to be registered hereunder (including
                   consent).

         23.1      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney of Alfred A. Pease.

         24.2      Power of Attorney of David J. Beattie.

         24.3      Power of Attorney of Kenneth R. Dabrowski.

         24.4      Power of Attorney of Philip J. DeCocco.

         24.5      Power of Attorney of Robert S. Oswald.

         24.6      Power of Attorney of Terryll R. Smith.

         99.1      Amended and Restated Perceptron, Inc. 1992 Stock Option Plan
                   as incorporated herein by reference to Exhibit 10.53 to the
                   Company's Report on Form 10-Q for the Quarter Ended September
                   30, 1996.

         99.2      First Amendment to the Amended and Restated Perceptron, Inc.
                   1992 Stock Option Plan is incorporated herein by reference to
                   Exhibit 10.39 to the Company's Report on Form 10-Q for the
                   Quarter Ended March 31, 1997.

         99.3      Forms of Stock Option Agreements under 1992 Stock Option
                   Plan, (Team Members and Officers) prior to February 9, 1995,
                   are incorporated herein by reference to Exhibit 10.28 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1993.

         99.4      Forms of Master Amendments to Stock Option Agreements (Team
                   Members and Officers) under 1992 Stock Option Plan, prior to
                   February 9, 1995 are incorporated herein by reference to
                   Exhibit 10.22 to the Company's Annual Report on Form 10-K for
                   the Year Ended December 31, 1994.

         99.5      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) under 1992 Stock Option Plan after February 9, 1995
                   are incorporated herein by reference to Exhibit 10.23 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1994.

         99.6      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) and Non-Qualified Stock Option Agreements under
                   1992 Stock Option Plan after January 1, 1997, and Amendments
                   to existing Stock Option Agreements under the 1992 Stock
                   Option Plan are incorporated herein by reference to Exhibit
                   10.22 to the Company's Annual Report on Form 10-K for the
                   Year Ended December 31, 1996.


                                       7

<PAGE>   8


         99.7      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1998 are incorporated by
                   reference to Exhibit 10.25 of the Company's Report on Form
                   10-K for the Year Ended December 31, 1998.

         99.8      Second Amendment to Amended and Restated 1992 Stock Option
                   Plan is incorporated by reference to Exhibit 10.26 of the
                   Company's Report on Form 10-Q for the Quarter Ended March 31,
                   1999.

         99.9      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1999 are incorporated by
                   reference to Exhibit 10.30 of the Company's Report on Form
                   10-Q for the Quarter Ended September 30, 1999.




                                       8
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{"company-data": {"conformed-name": "PERCEPTRON INC/MI", "cik": "0000887226", "assigned-sic": "3827", "irs-number": "382381442", "state-of-incorporation": "MI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92645", "film-number": "99773605"}, "business-address": {"street1": "PERCEPTRON INC", "street2": "47827 HALYARD DR", "city": "PLYMOUTH", "state": "MI", "zip": "48170-2461", "phone": "3134144816"}, "mail-address": {"street1": "PERCEPTRON INC", "street2": "47827 HALYARD DRIVE", "city": "PLYMOUTH", "state": "MI", "zip": "48170-2461"}}
1
      As filed with the Securities and Exchange Commission on December 13, 1999

                                                Registration No. 33-
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                                PERCEPTRON, INC.
             (Exact name of registrant as specified in its charter)

           Michigan                                     38-2381442
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
               (Address, including zip code, and telephone number,
                 including area code, of registrant's Principal
                                Executive Office)

                                Perceptron, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)

           John J. Garber, Vice President and Chief Financial Officer
                                Perceptron, Inc.
                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                                THOMAS S. VAUGHN
                               Dykema Gossett PLLC
                             400 Renaissance Center
                          Detroit, Michigan 48243-1668
                                 (313) 568-6524

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
      Title of                                    Proposed Maximum           Proposed               Amount of
    Securities to            Amount to be             Offering           Maximum Aggregate        Registration
    be Registered             Registered          Price Per Share*       Offering Price**              Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock          300,000 shares**            $4.00                $1,200,000              $316.80
    $.01 par value
--------------------------------------------------------------------------------------------------------------------
*        Estimated solely for the purpose of calculating the registration fee,
         based on the average of the high and low sale prices on the Nasdaq
         Stock Market on December 6, 1999, in accordance with Rule 457(h).
**       The number of shares may be adjusted to prevent dilution from stock
         splits, stock dividends and similar transactions. This Registration
         Statement shall cover any such additional shares in accordance with
         Rule 416(a).
================================================================================
2

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Perceptron, Inc. (the "Company") with
the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:

         The contents of Registration Statement on Form S-8, file No. 33-63664,
         filed June 1, 1993, registering 142,857 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan, the contents of Registration
         Statement on Form S-8, file No. 33-85656, filed October 25, 1994,
         registering 850,000 shares of Common Stock of the Company, par value
         $.01 per share, to be issued pursuant to the Company's 1992 Stock
         Option Plan, the contents of Registration Statement on Form S-8, file
         No. 33-00446, filed on January 22, 1996, registering 75,000 shares of
         Common Stock of the Company, par value $.01 per share, to be issued
         pursuant to the Company's 1992 Stock Option Plan and the contents of
         Registration Statement on Form S-8, file No. 333-6500 1, filed on
         September 30, 1998, registering 558,357 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan.

Item 8.  EXHIBITS

         The following exhibits are filed with this registration statement:

         4         Instruments Defining the Rights of Securities Holders.

         4.1       Articles IV, V and VI of the Company's Restated Articles of
                   Incorporation are incorporated herein by reference to Exhibit
                   3.1 of the Company's Report on Form 10-Q for the Quarter
                   Ended March 31, 1998.

         4.2       Articles I, II, III, VI, VII, X and XI of the Company's
                   Bylaws are incorporated herein by reference to Exhibit 19 of
                   the Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1992.

         4.3       Credit Agreement, dated May 28, 1999, between Perceptron,
                   Inc. and Bank One, Michigan and First Amendment to Credit
                   Agreement, dated August 24, 1999, are incorporated herein by
                   reference to Exhibit 4.2 of the Company's Report on Form 10-K
                   for the Transition Period Ended June 30, 1999.

                   Other instruments, notes or extracts from agreements defining
                   the rights of holders of long-term debt of the Company or its
                   subsidiaries have not been filed because (i) in each case the
                   total amount of long-term debt permitted thereunder does not
                   exceed 10% of the Company's consolidated assets, and (ii) the
                   Company hereby agrees that it will furnish such instruments,
                   notes and extracts to the Securities and Exchange Commission
                   upon its request.

         4.4       Form of certificate representing Rights (included as Exhibit
                   B to the Rights Agreement filed as Exhibit 4.5) is
                   incorporated herein by reference to Exhibit 2 of the
                   Company's Report on Form 8-K filed March 24, 1998. Pursuant
                   to the Rights Agreement, Rights Certificates will not be
                   mailed until after the earlier of (i) the tenth business day
                   after the Shares Acquisition Date (or, if the tenth day after
                   the Shares Acquisition Date occurs before the Record Date,
                   the close of business on the Record Date) (or, if such Shares
                   Acquisition Date results from the consummation of a Permitted
                   Offer, such later date as may be determined before the
                   Distribution Date,

                                       2
3

                   by action of the Board of Directors, with the concurrence of
                   a majority of the Continuing Directors), or (ii) the tenth
                   business day (or such later date as may be determined by the
                   Board of Directors, with the concurrence of a majority of the
                   Continuing Directors, prior to such time as any person
                   becomes an Acquiring Person) after the date of the
                   commencement of, or first public announcement of the intent
                   to commence, a tender or exchange offer by any person or
                   group of affiliated or associated persons (other than the
                   Company or certain entities affiliated with or associated
                   with the Company), other than a tender or exchange offer that
                   is determined before the Distribution Date to be a Permitted
                   Offer, if, upon consummation thereof, such person or group of
                   affiliated or associated persons would be the beneficial
                   owner of 15% or more of such outstanding shares of Common
                   Stock.

         4.5       Rights Agreement, dated as of March 24, 1998, between
                   Perceptron, Inc. and American Stock Transfer & Trust Company,
                   as Rights Agent, is incorporated herein by reference to
                   Exhibit 2 of the Company's Report on Form 8-K filed March 24,
                   1998.

         5         Opinion of Dykema Gossett PLLC with respect to the legality
                   of the Common Stock to be registered hereunder.

         23.1      Consent of PricewaterhouseCoopers LLP.

         23.2      Consent of Dykema Gossett PLLC (contained in Exhibit 5).

         24.1      Power of Attorney of Alfred A. Pease.

         24.2      Power of Attorney of David J. Beattie.

         24.3      Power of Attorney of Kenneth R. Dabrowski.

         24.4      Power of Attorney of Philip J. DeCocco.

         24.5      Power of Attorney of Robert S. Oswald.

         24.6      Power of Attorney of Terryll R. Smith.

         99.1      Amended and Restated Perceptron, Inc. 1992 Stock Option Plan
                   is incorporated herein by reference to Exhibit 10.53 to the
                   Company's Report on Form 10-Q for the Quarter Ended September
                   30, 1996.

         99.2      First Amendment to the Amended and Restated Perceptron, Inc.
                   1992 Stock Option Plan is incorporated herein by reference to
                   Exhibit 10.39 to the Company's Report on Form 10-Q for the
                   Quarter Ended March 31, 1997.

         99.3      Forms of Stock Option Agreements under 1992 Stock Option
                   Plan, (Team Members and Officers) prior to February 9, 1995,
                   are incorporated herein by reference to Exhibit 10.28 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1993.

                                       3
4

         99.4      Forms of Master Amendments to Stock Option Agreements (Team
                   Members and Officers) under 1992 Stock Option Plan, prior to
                   February 9, 1995 are incorporated herein by reference to
                   Exhibit 10.22 to the Company's Annual Report on Form 10-K for
                   the Year Ended December 31, 1994.

         99.5      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) under 1992 Stock Option Plan after February 9, 1995
                   are incorporated herein by reference to Exhibit 10.23 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1994.

         99.6      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) and Non-Qualified Stock Option Agreements under
                   1992 Stock Option Plan after January 1, 1997, and Amendments
                   to existing Stock Option Agreements under the 1992 Stock
                   Option Plan are incorporated herein by reference to Exhibit
                   10.22 to the Company's Annual Report on Form 10-K for the
                   Year Ended December 31, 1996.

         99.7      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1998 are incorporated by
                   reference to Exhibit 10.25 of the Company's Report on Form
                   10-K for the Year Ended December 31, 1998.

         99.8      Second Amendment to Amended and Restated 1992 Stock Option
                   Plan is incorporated by reference to Exhibit 10.26 of the
                   Company's Report on Form 10-Q for the Quarter Ended March 31,
                   1999.

         99.9      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1999 are incorporated by
                   reference to Exhibit 10.30 of the Company's Report on Form
                   10-Q for the Quarter Ended September 30, 1999.

                                       4
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Michigan on November 17,1999.

                                PERCEPTRON, INC.

                                By:  /s/ A.A. Pease
                                   -------------------------------------------
                                         Alfred A. Pease
                                Its:     President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of November 17, 1999.
Signature                                                           Title
/s/ A.A. Pease                                               President, Chief Executive Officer, Chairman of the
-----------------------------------                          Board and Director (Principal Executive Officer)
Alfred A. Pease

/s/ John J. Garber                                           Vice President and Chief Financial Officer
-----------------------------------                          (Principal Financial Officer)
John J. Garber

/s/ Sylvia M. Smith                                          Controller (Principal Accounting Officer)
-----------------------------------
Sylvia M. Smith

               *                                             Director
-----------------------------------
David J. Beattie

               *                                             Director
-----------------------------------
Kenneth R. Dabrowski

               *                                             Director
-----------------------------------
Philip J. DeCocco

               *                                             Director
-----------------------------------
Robert S. Oswald

              *                                              Director
-----------------------------------
Terryll R. Smith

*By: /s/ Thomas S. Vaughn
    -------------------------------
     Thomas S. Vaughn
     Attorney-in-Fact
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         INDEX TO EXHIBITS

         Number    Description

         4         Instruments Defining the Rights of Securities Holders.

         4.1       Articles IV, V and VI of the Company's Restated Articles of
                   Incorporation are incorporated herein by reference to Exhibit
                   3.1 of the Company's Report on Form 10-Q for the Quarter
                   Ended March 31, 1998.

         4.2       Articles I, II, III, VI, VII, X and XI of the Company's
                   Bylaws are incorporated herein by reference to Exhibit 19 of
                   the Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1992.

         4.3       Credit Agreement, dated May 28, 1999, between Perceptron,
                   Inc. and Bank One, Michigan and First Amendment to Credit
                   Agreement, dated August 24, 1999, are incorporated herein by
                   reference to Exhibit 4.2 of the Company's Report on Form 10-K
                   for the Transition Period Ended June 30, 1999.

                   Other instruments, notes or extracts from agreements defining
                   the rights of holders of long-term debt of the Company or its
                   subsidiaries have not been filed because (i) in each case the
                   total amount of long-term debt permitted thereunder does not
                   exceed 10% of the Company's consolidated assets, and (ii) the
                   Company hereby agrees that it will furnish such instruments,
                   notes and extracts to the Securities and Exchange Commission
                   upon its request.

         4.4       Form of certificate representing Rights (included as Exhibit
                   B to the Rights Agreement filed as Exhibit 4.5) is
                   incorporated herein by reference to Exhibit 2 to the
                   Company's Report on Form 8-K filed March 24, 1998. Pursuant
                   to the Rights Agreement, Rights Certificates will not be
                   mailed until after the earlier of (i) the tenth business day
                   after the Shares Acquisition Date (or, if the tenth day after
                   the Shares Acquisition Date occurs before the Record Date,
                   the close of business on the Record Date) (or, if such Shares
                   Acquisition Date results from the consummation of a Permitted
                   Offer, such later date as may be determined before the
                   Distribution Date, by action of the Board of Directors, with
                   the concurrence of a majority of the Continuing Directors),
                   or (ii) the tenth business day (or such later date as may be
                   determined by the Board of Directors, with the concurrence of
                   a majority of the Continuing Directors, prior to such time as
                   any person becomes an Acquiring Person) after the date of the
                   commencement of, or first public announcement of the intent
                   to commence, a tender or exchange offer by any person or
                   group of affiliated or associated persons (other than the
                   Company or certain entities affiliated with or associated
                   with the Company), other than a tender or exchange offer that
                   is determined before the Distribution Date to be a Permitted
                   Offer, if, upon consummation thereof, such person or group of
                   affiliated or associated persons would be the beneficial
                   owner of 15% or more of such outstanding shares of Common
                   Stock.

                                       6
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         4.5       Rights Agreement, dated as of March 24, 1998, between
                   Perceptron, Inc. and American Stock Transfer & Trust Company,
                   as Rights Agent, is incorporated herein by reference to
                   Exhibit 2 to the Company's Report on Form 8-K filed March 24,
                   1998.

         5         Opinion of Dykema Gossett PLLC with respect to the legality
                   of the Common Stock to be registered hereunder (including
                   consent).

         23.1      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney of Alfred A. Pease.

         24.2      Power of Attorney of David J. Beattie.

         24.3      Power of Attorney of Kenneth R. Dabrowski.

         24.4      Power of Attorney of Philip J. DeCocco.

         24.5      Power of Attorney of Robert S. Oswald.

         24.6      Power of Attorney of Terryll R. Smith.

         99.1      Amended and Restated Perceptron, Inc. 1992 Stock Option Plan
                   as incorporated herein by reference to Exhibit 10.53 to the
                   Company's Report on Form 10-Q for the Quarter Ended September
                   30, 1996.

         99.2      First Amendment to the Amended and Restated Perceptron, Inc.
                   1992 Stock Option Plan is incorporated herein by reference to
                   Exhibit 10.39 to the Company's Report on Form 10-Q for the
                   Quarter Ended March 31, 1997.

         99.3      Forms of Stock Option Agreements under 1992 Stock Option
                   Plan, (Team Members and Officers) prior to February 9, 1995,
                   are incorporated herein by reference to Exhibit 10.28 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1993.

         99.4      Forms of Master Amendments to Stock Option Agreements (Team
                   Members and Officers) under 1992 Stock Option Plan, prior to
                   February 9, 1995 are incorporated herein by reference to
                   Exhibit 10.22 to the Company's Annual Report on Form 10-K for
                   the Year Ended December 31, 1994.

         99.5      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) under 1992 Stock Option Plan after February 9, 1995
                   are incorporated herein by reference to Exhibit 10.23 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1994.

         99.6      Forms of Incentive Stock Option Agreements (Team Members and
                   Officers) and Non-Qualified Stock Option Agreements under
                   1992 Stock Option Plan after January 1, 1997, and Amendments
                   to existing Stock Option Agreements under the 1992 Stock
                   Option Plan are incorporated herein by reference to Exhibit
                   10.22 to the Company's Annual Report on Form 10-K for the
                   Year Ended December 31, 1996.

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         99.7      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1998 are incorporated by
                   reference to Exhibit 10.25 of the Company's Report on Form
                   10-K for the Year Ended December 31, 1998.

         99.8      Second Amendment to Amended and Restated 1992 Stock Option
                   Plan is incorporated by reference to Exhibit 10.26 of the
                   Company's Report on Form 10-Q for the Quarter Ended March 31,
                   1999.

         99.9      Forms of Incentive Stock Option Agreements (Officers) and
                   Non-Qualified Stock Option Agreements (Officers) under 1992
                   Stock Option Plan after September 1, 1999 are incorporated by
                   reference to Exhibit 10.30 of the Company's Report on Form
                   10-Q for the Quarter Ended September 30, 1999.

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