SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COGNEX CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2713778
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(State of Incorporation) (IRS Employer Identification Number)
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One Vision Drive, Natick, Massachusetts 01760 (508) 650-3000
(Address and telephone number of Principal Executive Offices)
COGNEX CORPORATION
1998 Stock Incentive Plan
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esq., P.C.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, MA 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
EXPLANATORY NOTE
This Form S-8/A Registration Statement incorporates by reference the registration statement (File No. 333-60807) filed by the Company on August 6, 1998 (the "Original Filing"). Any items in the Original Filing not expressly changed hereby shall be as set forth in the Original Filing.
In July 2001, the Company amended section 4 of its 1998 Stock Incentive Plan to permit the Committee, in its sole discretion, to delegate its authority to the President of the Company to designate individuals to receive option grants when the Committee is not in session. The purpose of this Form S-8/A Amendment is to amend the Company's Form S-8 (File No. 333-60807) to reflect this change. The amendment to the Plan does not change the aggregate number of shares issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Number Description
4.3 First Amendment to the Cognex Corporation 1998 Stock
Incentive Plan.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to legality of shares being registered
and consent of Hutchins, Wheeler & Dittmar, A
Professional Corporation.
23.1 Consent of Independent Accountants - included in
Registration Statement under heading
"Consent of Independent Accountants."
23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney (included on Page II-2).
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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/A and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Natick, Massachusetts on August 21, 2001.
COGNEX CORPORATION
By: /s/Robert J. Shillman
Robert J. Shillman
President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/Robert J. Shillman President, Chief August 21, 2001
Robert J. Shillman Executive Officer
and Chairman of the
Board of Directors (principal
executive officer)
/s/Richard Morin Vice President of Finance, August 21, 2001
Richard Morin Chief Financial Officer,
and Treasurer (principal
financial and accounting
officer)
/s/Patrick A. Alias Director August 21, 2001
Patrick A. Alias
/s/Jerald Fishman Director August 21, 2001
Jerald Fishman
/s/William Krivsky Director August 21, 2001
William Krivsky
/s/Anthony Sun Director August 21, 2001
Anthony Sun
/s/Reuben Wasserman Director August 21, 2001
Reuben Wasserman
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8/A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COGNEX CORPORATION
(Exact name of registrant as specified in its charter)
Exhibit 4.3
COGNEX CORPORATION
FIRST AMENDMENT TO THE COGNEX
CORPORATION 1998 STOCK INCENTIVE PLAN
The Cognex Corporation 1998 Stock Incentive Plan (the "Plan") is hereby
amended in accordance with the provisions of Section 20 of the Plan as follows:
1. Section 4 of the Plan is hereby amended by adding at the end thereof the
following new subsection:
(d) The Committee, in its sole discretion, may delegate
its authority to the President of the Company to designate individuals
who are not designated by the Company as Section 16 reporting persons
for purposes of the Securities Exchange Act of 1934, as amended, nor
expected to be subject to the tax deduction limitations of Section
162(m) of the Code, to receive grants of Non-Qualified Options when the
Committee is not in session. Said grants are to be subject to such
terms and conditions as the Committee may impose, including (i) a
limitation of up to and including 20,000 shares which may be granted,
in the aggregate, to any one individual from the total number of shares
which may be granted in any twelve (12) month calendar period, and (ii)
a requirement that each such option grant shall have an exercise price
per share equal to the fair market value of a share of Common Stock on
the date of the grant. The grant of the options by the President may be
on such terms and conditions as deemed appropriate by the President to
the extent so authorized by the Committee, provided that the terms and
conditions of the options otherwise comply with all of the provisions
of the Plan. The President's designations and grants hereunder shall be
made in writing and a Certificate of Designation shall be filed with
the records of the Committee.
2. Except as hereinabove provided, the Plan is hereby ratified and confirmed in all respects.
COGNEX CORPORATION
By: ______________________________
Anthony J. Medaglia, Jr.
Clerk
Adopted by the Board of Directors: July 17, 2001 Stockholder Approval Not Necessary
Exhibit 5.1
August 21, 2001
Cognex Corporation
One Vision Drive
Natick, MA 01760
Dear Ladies and Gentlemen:
We are counsel to Cognex Corporation, a Massachusetts Corporation (the "Company"), and as such counsel we are familiar with the corporate proceedings taken in connection with the adoption of the Company's 1998 Stock Incentive Plan and the amendment thereof adopted in July 2001 (collectively the "Plan"). We are also familiar with the Registration Statement on Form S-8/A to which a copy of this opinion will be attached as an exhibit.
As such counsel, we have examined the corporate records of the Company including its Restated Articles of Organization, as amended, By-laws, Minutes of Meetings of its Board of Directors and Stockholders and such other documents as we have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regarding for such legal considerations as we deed relevant, we are of the opinion that:
1. The Company is validly existing as a corporation and in good corporate standing under the laws of the Commonwealth of Massachusetts.
2. The Company has duly authoirized the issuance of 14,000,000 shares of common stock, $.002 par value per share ("Common Stock").
3. The shares of Common Stock issuable pursuant to the Plan have been duly authorized, and when issued in accordance with the terms of the Plan, such shares will be validly issued, fully paid and nonassessable shares of capital stock of the Company to which no personal liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8/A and to reference to us under the caption "Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar Hutchins, Wheeler & Dittmar A Professional Corporation |
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8/A of our report dated January 22, 2001 relating to the consolidated financial statements, which appears in the 2000 Annual Report to Shareholders of Cognex Corporation, which is incorporated by reference in Cognex Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated January 22, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts August 17, 2001 |