As filed with the Securities and Exchange Commission on July 22, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COGNEX CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2713778
(State of Incorporation) IRS Employer Identification Number)
One Vision Drive, Natick, MA 01760
(Address of Principal Executive Offices)
(508) 650-3000
(Registrant's telephone number, including area code)
COGNEX CORPORATION
1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
registered registered(1) Offering Price Per Share Aggregate Offering Price Fee(2)
Common Stock
$.002 par value, per share 509,553 $16.415 $8,364,312.50 $769.52
29,700 $19.635 $583,159.50 $53.65
10,500 $26.305 $276,202.50 $25.41
60,000 $27.365 $1,641,900.00 $151.05
22,500 $29.600 $666,000.00 $61.27
32,000 $23.110 $739,520.00 $68.04
1,635,956 $21.740 $35,565,683.44 $3,272.04
100,000 $24.035 $2,403.500.00 $221.12
9,500 $25.695 $244,102.50 $22.46
26,000 $21.415 $556,790.00 $51.22
13,000 $19.515 $253,695.00 $23.34
54,530 $21.102 $1,150,692.06 $105.86
18,500 $26.795 $495,707.50 $45.61
5,700 $29.205 $166,468.50 $15.32
769,342 $24.660 $18,971,973.72 $1,745.42
487,300 $28.760 $14,014,748.00 $1,289.36
3,825 $1.000 $3,825.00 $0.35
36,500 $30.855 $1,126,207.50 $103.61
53,500 $31.620 $1,691,670.00 $155.63
26,500 $24.785 $656,802.50 $60.43
37,731 $22.685 $855,927.74 $78.75
524,150 $22.440 $11,761,926.00 $1,082.10
98,500 $26.095 $2,570,357.50 $236.47
124,500 $25.595 $3,186,577.50 $293.17
46,000 $20.630 $948,980.00 $87.31
1,008,511 $18.125 $18,279,261.88 $1,681.69
--------- ------- -------------- ---------
5,743,798 $22.141 $127,175,990.83 $11,700.20
(1) Also registered hereunder are such additional number of shares of
Common Stock, presently indeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan to which this Registration Statement
relates.
(2) Computed in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The registration fee
has been calculated with respect to 509,553 of the shares registered on the
basis of the average of the high and low price as reported on the Nasdaq
National Market ("NASDAQ"), calculated at $16.415 on July 19, 2002 and with
respect to the remaining 5,234,245 shares registered on the basis of the price
at which options may be exercised.
NOTE
This Registration Statement is being filed solely for the purpose of
registering 5,743,798 additional shares of Common Stock of Cognex Corporation
issuable pursuant to the Cognex Corporation 1998 Stock Incentive Plan originally
adopted in 1998. The total number of shares issuable under the Plan is 9,743,798
as of July 19, 2002, of which 4,000,000 shares were previously registered on
Form S-8 (Reg. No. 333-60807). Pursuant to Instruction E to Form S-8, the
contents of the Registration Statements on Form S-8 (Registration No. 333-60807)
are herein incorporated by reference.
ITEM 8. EXHIBITS
Number Description
4.1 Cognex Corporation 1998 Stock Incentive Plan.
4.2 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 Hutchins, Wheeler & Dittmar, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (See Page II-2).
II-2
HWD2 996977v2
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 Natick, Massachusetts on July 17, 2002.
COGNEX CORPORATION
By /s/ Robert J. Shillman
Robert J. Shillman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Shillman his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
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 Executive Officer and July 17, 2002
Robert J. Shillman Chairman of the Board of Directors
(principal executive officer)
/s/Richard Morin Senior Vice President of Finance, Chief July 17, 2002
Richard Morin Financial Officer and Treasurer (principal
financial and accounting officer)
/s/Patrick Alias Director July 17, 2002
Patrick Alias
/s/Jerald Fishman Director July 17, 2002
Jerald Fishman
/s/William Krivsky Director July 17, 2002
William Krivsky
/s/Reuben Wasserman Director July 17, 2002
Reuben Wasserman
/s/Anthony Sun Director July 17, 2002
Anthony Sun
INDEX TO EXHIBITS
Exhibit
Number
4.1 Cognex Corporation 1998 Stock Incentive Plan.
4.2 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 Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (See page II-2).