Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 11, 2009, Perceptron, Inc. (the "Company") issued a press release announcing the Company's financial and operating results for the third quarter ended March 31, 2009. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement. Such information, including Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C. Exhibits.

Exhibit No. Description

99.1 Press Release dated May 11, 2009 announcing the Company's financial and operating results for the third quarter ended March 31, 2009.