<PAGE>   1
      As filed with the Securities and Exchange Commission September 30, 1998

                                                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 G. ZIMMERMAN, Vice President
                                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                 Amount of
     Securities to             Amount to be         Proposed Maximum Offering    Maximum Aggregate           Registration
     be Registered              Registered             Price Per Share*          Offering Price**                Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                            <C>                     <C>                        <C>    
     Common Stock            300,000 shares**               $6.625                  $1,987,500                 $586.31
    $.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 September 24, 1998, 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:

               (a)  The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1997;

               (b)  The Company's Quarterly Report on Form 10-Q for the quarters
                    ended March 31, 1998 and June 30, 1998;

               (c)  The Company's Report on Form 8-K filed March 24, 1998; and

               (d)  Description of the Company's Common Stock contained in the
                    Prospectus forming a part of the Company's Registration
                    Statement on Form S-1 (No. 33-47643) (incorporated by
                    reference into the Company's Registration Statement on Form
                    8-A filed under the Securities Exchange Act of 1934 on May
                    5, 1992), as amended by Item 5 of the Company's Form 8-K
                    Report, filed March 24, 1998.

         All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities being offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each such document.


Item 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Thomas S. Vaughn, a member of Dykema Gossett PLLC, counsel to the
Company, is Secretary of the Company.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a) The Company's Bylaws and the Michigan Business Corporation Act
permit the Company's officers and directors to be indemnified under certain
circumstances for expenses and, in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and investigative
suits or proceedings, including alleged violations of the Securities Act of
1933, as amended (the "Securities Act"). In addition, the Company maintains
directors and officers liability insurance which, under certain circumstances,
would cover alleged violations of the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to officers
and directors pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

         (b) Article VI of the Company's Restated Articles of Incorporation
provides that to the full extent permitted by law, no director of the Company
shall be liable to the Company or its shareholders for monetary damages for any
action taken, or failure to take action, as a director. Such exculpatory
language does not, however, eliminate or limit the liability of a director for
(a) the amount of a financial benefit received by a


                                       2
<PAGE>   3


director to which he or she is not entitled, (b) intentional infliction of harm
on the Company or its shareholders, (c) certain other violations of the MBCA, or
(d) an intentional criminal act.

         (c) The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Company, whether or not such liabilities would be within the indemnification
provisions of the MBCA. Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having
served as directors and officers of the Company or certain other entities.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


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
                  June 30, 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      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) (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.




                                       3
<PAGE>   4


         4.4      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.

         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 Philip J. DeCocco.

         24.4     Power of Attorney of Robert S. Oswald.

         24.5     Power of Attorney of Harry T. Rein.

         24.6     Power of Attorney of Louis R. Ross.

         24.7     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.


Item 9.  UNDERTAKINGS

         (1) The undersigned registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, (b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof, and (c) to remove from registration by means of a
post-effective amendment any of the securities which remain unsold at the
termination of the offering.

         (2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission 


                                       4
<PAGE>   5


such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling persons of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                       5
<PAGE>   6



                                   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 September 28, 1998.
                                                          


                                  PERCEPTRON, INC.

                                  By:  /s/ Alfred 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 September 28, 1998.

<TABLE>
<CAPTION>


         Signature                                                    Title
         ---------                                                    -----


<S>                                                    <C>
/s/ Alfred A. Pease                                    President, Chief Executive Officer, Chairman
----------------------------                           of the Board and Director (Principal Executive 
Alfred A. Pease                                        Officer)
                            
                        
/s/ John G. Zimmerman                                  Vice President and Chief Financial Officer
----------------------------                           (Principal Financial Officer)             
John G. Zimmerman                                      
                            
                            
/s/ Sylvia M. Smith                                    Controller (Principal Accounting Officer)
----------------------------                           
Sylvia M. Smith             
                            
                            
                                                       Director
----------------------------                           
David J. Beattie            
                            
                            
                                                       Director
----------------------------
Philip J. DeCocco           
                            
                            
       *                                               Director
----------------------------
Robert S. Oswald            
                            
                            
       *                                               Director
----------------------------
Harry T. Rein               

                            
       *                                               Director
----------------------------
Louis R. Ross               
                            
</TABLE>
                            
                            

                                       6
<PAGE>   7
                             
                            
                            
                            
                            
                            
         *                                             Director
--------------------------- 
Terryll R. Smith            



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














                                      7
<PAGE>   8

                                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 June 30, 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             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) (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.

         4.4             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.

         24.1            Power of Attorney of Alfred A. Pease.

         24.2            Power of Attorney of David J. Beattie.

         24.3            Power of Attorney of Philip J. DeCocco.

         24.4            Power of Attorney of Robert S. Oswald.

         24.5            Power of Attorney of Harry T. Rein. 
     

                                       8
<PAGE>   9


         24.6            Power of Attorney of Louis R. Ross.

         24.7            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.



                                       9
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1
      As filed with the Securities and Exchange Commission September 30, 1998

                                                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 G. ZIMMERMAN, Vice President
                                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                 Amount of
     Securities to             Amount to be         Proposed Maximum Offering    Maximum Aggregate           Registration
     be Registered              Registered             Price Per Share*          Offering Price**                Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock            300,000 shares**               $6.625                  $1,987,500                 $586.31
    $.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 September 24, 1998, 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:

               (a)  The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1997;

               (b)  The Company's Quarterly Report on Form 10-Q for the quarters
                    ended March 31, 1998 and June 30, 1998;

               (c)  The Company's Report on Form 8-K filed March 24, 1998; and

               (d)  Description of the Company's Common Stock contained in the
                    Prospectus forming a part of the Company's Registration
                    Statement on Form S-1 (No. 33-47643) (incorporated by
                    reference into the Company's Registration Statement on Form
                    8-A filed under the Securities Exchange Act of 1934 on May
                    5, 1992), as amended by Item 5 of the Company's Form 8-K
                    Report, filed March 24, 1998.

         All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities being offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each such document.

Item 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Thomas S. Vaughn, a member of Dykema Gossett PLLC, counsel to the
Company, is Secretary of the Company.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a) The Company's Bylaws and the Michigan Business Corporation Act
permit the Company's officers and directors to be indemnified under certain
circumstances for expenses and, in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and investigative
suits or proceedings, including alleged violations of the Securities Act of
1933, as amended (the "Securities Act"). In addition, the Company maintains
directors and officers liability insurance which, under certain circumstances,
would cover alleged violations of the Securities Act. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to officers
and directors pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

         (b) Article VI of the Company's Restated Articles of Incorporation
provides that to the full extent permitted by law, no director of the Company
shall be liable to the Company or its shareholders for monetary damages for any
action taken, or failure to take action, as a director. Such exculpatory
language does not, however, eliminate or limit the liability of a director for
(a) the amount of a financial benefit received by a

                                       2
3

director to which he or she is not entitled, (b) intentional infliction of harm
on the Company or its shareholders, (c) certain other violations of the MBCA, or
(d) an intentional criminal act.

         (c) The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Company, whether or not such liabilities would be within the indemnification
provisions of the MBCA. Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having
served as directors and officers of the Company or certain other entities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

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
                  June 30, 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      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) (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.

                                       3
4

         4.4      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.

         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 Philip J. DeCocco.

         24.4     Power of Attorney of Robert S. Oswald.

         24.5     Power of Attorney of Harry T. Rein.

         24.6     Power of Attorney of Louis R. Ross.

         24.7     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.

Item 9.  UNDERTAKINGS

         (1) The undersigned registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, (b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof, and (c) to remove from registration by means of a
post-effective amendment any of the securities which remain unsold at the
termination of the offering.

         (2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission 

                                       4
5

such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling persons of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
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                                   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 September 28, 1998.
                                                          

                                  PERCEPTRON, INC.

                                  By:  /s/ Alfred 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 September 28, 1998.
Signature                                                    Title
         ---------                                                    -----
/s/ Alfred A. Pease                                    President, Chief Executive Officer, Chairman
----------------------------                           of the Board and Director (Principal Executive 
Alfred A. Pease                                        Officer)
                            
                        
/s/ John G. Zimmerman                                  Vice President and Chief Financial Officer
----------------------------                           (Principal Financial Officer)             
John G. Zimmerman                                      
                            
                            
/s/ Sylvia M. Smith                                    Controller (Principal Accounting Officer)
----------------------------                           
Sylvia M. Smith             
                            
                            
                                                       Director
----------------------------                           
David J. Beattie            
                            
                            
                                                       Director
----------------------------
Philip J. DeCocco           
                            
                            
       *                                               Director
----------------------------
Robert S. Oswald            
                            
                            
       *                                               Director
----------------------------
Harry T. Rein               

                            
       *                                               Director
----------------------------
Louis R. Ross
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7
                             
                            
                            
                            
                            
                            
         *                                             Director
--------------------------- 
Terryll R. Smith            

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

                                      7
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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 to the Company's Report on
                         Form 10-Q for the Quarter Ended June 30, 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             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) (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.

         4.4             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.

         24.1            Power of Attorney of Alfred A. Pease.

         24.2            Power of Attorney of David J. Beattie.

         24.3            Power of Attorney of Philip J. DeCocco.

         24.4            Power of Attorney of Robert S. Oswald.

         24.5            Power of Attorney of Harry T. Rein. 
     

                                       8
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         24.6            Power of Attorney of Louis R. Ross.

         24.7            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.

                                       9