S-8 POS 1 cogs8a.txt S-8 AMENDMENT 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 - ------------- ----------- (State of Incorporation) (IRS Employer Identification Number) 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). 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 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
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