<PAGE>   1
      As filed with the Securities and Exchange Commission 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.
                    1998 Global Team Member 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                Proposed                 Amount of
     Securities to            Amount to be          Maximum Offering             Maximum               Registration
     be Registered             Registered           Price Per Share*            Aggregate                   Fee
                                                                            Offering Price**
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                      <C>                        <C>

     Common Stock           400,000 shares**        $4.00                    $1,600,000                 $422.40
    $.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.
              333-65007, filed on September 30, 1998, registering 300,000 shares
              of Common Stock of the Company, par value $.01 per share, to be
              issued pursuant to the Company's 1998 Global Team Member 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 to 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 to
                   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

                                        2

<PAGE>   3



                   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 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.

          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     Perceptron, Inc. 1998 Global Team Member Stock Option Plan is
                   incorporated herein by reference to Exhibit 10.20 of the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.2     Form of Non-Qualified Stock Option Agreements under such Plan
                   is incorporated herein by reference to Exhibit 10.20 of the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.3     First Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.28 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.4     Second Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.29 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.


          99.5     Form of Non-Qualified Stock Option Agreements under 1998
                   Global Team Member Stock Option Plan after September 1, 1999
                   is incorporated by reference to Exhibit 10.31 of the
                   Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1999.




                                        3

<PAGE>   4





                                   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
---------------------------
Alfred A. Pease                  President, Chief Executive Officer, Chairman of
                                 the Board and Director (Principal Executive
                                 Officer)
/s/ John J. Garber
---------------------------
John J. Garber                   Vice President and Chief Financial Officer
                                 (Principal Financial Officer)

/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>
                                        4

<PAGE>   5





                                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 to 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 to
                   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.

                                        5

<PAGE>   6



          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 (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     Perceptron, Inc. 1998 Global Team Member Stock Option Plan as
                   incorporated herein by reference to Exhibit 10.20 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.2     Form of Non-Qualified Stock Option Agreement under such Plan
                   is incorporated herein by reference to Exhibit 10.20 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.3     First Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.28 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.4     Second Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.29 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.5     Form of Non-Qualified Stock Option Agreements under 1998
                   Global Team Member Stock Option Plan after September 1, 1999
                   is incorporated by reference to Exhibit 10.31 of the
                   Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1999.


                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18993}]
{"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": "333-92647", "film-number": "99773606"}, "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 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.
                    1998 Global Team Member 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                Proposed                 Amount of
     Securities to            Amount to be          Maximum Offering             Maximum               Registration
     be Registered             Registered           Price Per Share*            Aggregate                   Fee
                                                                            Offering Price**
--------------------------------------------------------------------------------------------------------------------
Common Stock           400,000 shares**        $4.00                    $1,600,000                 $422.40
    $.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.
              333-65007, filed on September 30, 1998, registering 300,000 shares
              of Common Stock of the Company, par value $.01 per share, to be
              issued pursuant to the Company's 1998 Global Team Member 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 to 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 to
                   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

                                        2
3

                   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 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.

          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     Perceptron, Inc. 1998 Global Team Member Stock Option Plan is
                   incorporated herein by reference to Exhibit 10.20 of the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.2     Form of Non-Qualified Stock Option Agreements under such Plan
                   is incorporated herein by reference to Exhibit 10.20 of the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.3     First Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.28 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.4     Second Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.29 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.5     Form of Non-Qualified Stock Option Agreements under 1998
                   Global Team Member Stock Option Plan after September 1, 1999
                   is incorporated by reference to Exhibit 10.31 of the
                   Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1999.

                                        3
4

                                   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
---------------------------
Alfred A. Pease                  President, Chief Executive Officer, Chairman of
                                 the Board and Director (Principal Executive
                                 Officer)
/s/ John J. Garber
---------------------------
John J. Garber                   Vice President and Chief Financial Officer
                                 (Principal Financial Officer)

/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
4
5

                                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 to 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 to
                   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.

                                        5
6

          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 (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     Perceptron, Inc. 1998 Global Team Member Stock Option Plan as
                   incorporated herein by reference to Exhibit 10.20 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.2     Form of Non-Qualified Stock Option Agreement under such Plan
                   is incorporated herein by reference to Exhibit 10.20 to the
                   Company's Annual Report on Form 10-K for the Year Ended
                   December 31, 1997.

          99.3     First Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.28 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.4     Second Amendment to the 1998 Global Team Member Stock Option
                   Plan is incorporated herein by reference to Exhibit 10.29 of
                   the Company's Report on Form 10-K for the Transition Period
                   Ended June 30, 1999.

          99.5     Form of Non-Qualified Stock Option Agreements under 1998
                   Global Team Member Stock Option Plan after September 1, 1999
                   is incorporated by reference to Exhibit 10.31 of the
                   Company's Report on Form 10-Q for the Quarter Ended
                   September 30, 1999.

                                        6