SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Under Section14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

CYBEROPTICS CORPORATION

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Common Stock, No Par Value

(Title of Class of Securities)

3827

(CUSIP Number of Class of Securities)

Kathleen P. Iverson

Chief Executive Officer

5900 Golden Hills Drive

Minneapolis, MN 55416

(763)542-5000

(Name, address and telephone number of person authorized to receive notices

and communication on behalf of Filing Persons)

Copy to:

Thomas Martin, Esq.

Dorsey & Whitney LLP

Suite 1500

50 South Sixth Street

Minneapolis, Minnesota 55402

Tel: (612)340-2600

CALCULATION OF REGISTRATION FEE

Transaction Valuation*	Amount of Filing Fee**
$15,000,000	$589.50

  *  Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 1,428,571 shares of common stock at the maximum tender offer price of $10.75 per share.

**  The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

x  Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $589.50	Filing Party: CyberOptics Corporation
Form or Registration No.: Schedule TO	Date Filed: June 30, 2008

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed on June 30, 2008 by CyberOptics Corporation, a Minnesota corporation (“CyberOptics” or the “Company”). The Schedule TO, as amended by this Amendment No. 1, relates to the offer by CyberOptics, to purchase up to 1,714,285 shares of its common stock, no par value, at a purchase price not greater than $10.75 nor less than $8.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 30, 2008 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to Schedule TO.

This Amendment No. 1 is filed solely to include information relating to CyberOptics’ earnings for the quarter ending June 30, 2008, in the Schedule TO and as part of the Offer to Purchase. Except as specifically provided herein, the information contained in the Schedule TO and Offer to Purchase remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on Schedule TO.

Item 11.   Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph to the section “Item 10. Information About CyberOptics Corporation” of the Offer to Purchase immediately preceding the sentence “CyberOptics was founded in 1984 by Dr. Steven K. Case (Chairman of the Board), a former professor at the University of Minnesota, with the goal of commercializing technology for non-contact three-dimensional sensing.”:

CyberOptics issued a press release after the close of the market on July 23, 2008 stating its financial results for its second quarter ending June 30, 2008. Consolidated sales totaled $13,391,000, exceeding CyberOptics’ previously-issued financial guidance for the period, and net loss came to $269,000 or $0.03 per diluted share. In addition, CyberOptics forecasted sales of $11.5 to $12.5 million and a net loss of $0.12 to $0.17 per diluted share for the third quarter of 2008 ending September 30. It emphasized that statements regarding the Company’s anticipated performance are expectations only and therefore subject to risks and uncertainties.

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Item 12.   Exhibits.

(a)(1)(A)*	Offer to Purchase dated June 30, 2008.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated June 30, 2008.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated June 30, 2008.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated June 23, 2008, incorporated by reference from Exhibit 99.1 to the Company’s Report on Form 8-K dated June 23, 2008.
(a)(1)(H)*	Press Release, dated June 30, 2008
(a)(1)(I)**	Press Release dated July 23, 2008
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Rights Agreement, dated as of December 7, 1998, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent, (incorporated by reference to the Company’s Registration Statement on Form 8-A, dated December 7, 1998).
(d)(2)	First Amendment to the Rights Agreement, dated October 21, 2002, between the Company and Wells Fargo Bank Minnesota, National Association, as successor in interest to Norwest Bank Minnesota, National Association (incorporated by reference to Exhibit 2 to the Company’s Form 8-A amendment dated November 4, 2002).
(d)(3)	Restated Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed August 18, 1998 (file no 333-61711)).
(d)(4)	CyberOptics Corporation Stock Grant Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 filed August 10, 2006 (file no 333-136500)).
(d)(5)	CyberOptics Corporation 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed December 4, 2000 (file no. 333-51200)).
(d)(6)	CyberOptics Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed August 10, 2006 (file no 333-136500)).
(d)(7)	Offer of employment between Steven J. DiMarco and the Company (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2005).
(d)(8)	Severance Pay Agreement with Steven K. Case (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed May 21, 2008).
(d)(9)	Severance Pay Agreement with Kathleen P. Iverson (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed May 21, 2008).
(d)(10)	Severance Pay Agreement with Jeffrey A. Bertelsen (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed May 21, 2008).
(g)	Not Applicable.
(h)	Not Applicable.

*	Filed with the Schedule TO as filed June 30, 2008
**	Filed herewith

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 23, 2008	CYBEROPTICS CORPORATION
	By:	/s/ Kathleen P. Iverson
		Name: Kathleen P. Iverson
		Title: President and CEO

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EX-99.A1I

Exhibit (a)(1)(I)

CyberOptics Reports Second Quarter Operating Results

Minneapolis, MN—July 23, 2008—CyberOptics Corporation (Nasdaq: CYBE) today reported operating results for the second quarter of 2008 ended June 30:

• Consolidated sales totaled $13,391,000, down modestly from $13,807,000 in this year’s first quarter and $13,974,000 in the second quarter of 2007. Sales for the current quarter exceeded CyberOptics’ previously-issued financial guidance for this period.

• CyberOptics reported an operating loss of $733,000, compared to operating income of $159,000 in the first quarter and $1,274,000 in the second quarter of 2007.

• CyberOptics’ net loss came to $269,000 or $0.03 per diluted share, which included approximately $550,000 of pre-tax costs related to the previously announced transition of inspection systems-related R&D and manufacturing to Singapore. Results for the second quarter also included a write-down of $166,000 related to an available for sale equity investment, CyberOptics’ only such investment on which no further write-downs are anticipated. CyberOptics reported net income of $427,000 or $0.05 per diluted share in this year’s first quarter and $1,198,000 or $0.13 per diluted share in last year’s second quarter.

• CyberOptics ended the second quarter of 2008 with cash and marketable securities of $45,713,000, compared to $47,740,000 at the end of the first quarter and $52,618,000 at the beginning of 2008.

• During this year’s second quarter, cash totaling $1,964,000 was used to repurchase approximately 210,000 CyberOptics shares under previously announced buyback authorizations. All authorizations have been canceled due to the implementation of a $15 million modified Dutch auction tender offer for CyberOptics’ common stock. The Dutch tender commenced June 30 and will expire on July 29, unless extended by CyberOptics.

Kathleen P. Iverson, president and chief executive officer, commented: “Our operating results were driven by higher than forecasted sales of inspection systems, which increased 10% from this year’s first quarter to $6,112,000. This solid growth helped offset continued pricing pressures on these products in Asia, the impact of the Singapore transition costs and the equity investment write-down. Sales of electronic assembly sensors were at forecasted levels in the second quarter, while sales of our WaferSense family of wireless sensors for semiconductor manufacturing almost doubled from the year-earlier level to $430,000.”

She continued: “We are very encouraged by the progress of our systems business, which is benefiting from a variety of factors, including the continued miniaturization of electronic components, which is making automated inspection a necessity for ensuring product quality. This growing need has helped free our systems business from being solely reliant upon expansions in SMT production capacity, since a substantial portion of our systems business involves the retrofitting of existing production lines with our solder paste or AOI inspection systems, or both. Reflecting this positive trend, we added 10 new systems customers during the second quarter, in addition to receiving a significant order for our Flex Ultra automated optical inspection (AOI) systems from an Asian original design manufacturer. We anticipate continued growth opportunities for our systems business going forward.”

Iverson added: “At this time, we are anticipating sharply lower sales of electronic assembly sensors in the third quarter across all of our OEM customers, reflecting what we believe to be the onset of a period of slowing growth in new SMT production capacity due to weakening global economic conditions. This development is expected to be offset partly by our forecast for the continued growth of our inspection systems business. For the third quarter of 2008 ending September 30, we are forecasting sales of $11.5 to $12.5 million and a net loss of $0.12 to $0.17 per diluted share, which will include pre-tax Singapore transition costs of approximately $600,000. Our third quarter guidance also incorporates continued gross margin pressures due to high system sales, which carry a lower gross margin, in addition to ongoing investment in higher performing and cost-reduced next generation systems and inspection technologies.”

The transition of systems-related R&D to Singapore is scheduled for completion by late 2008 as planned. CyberOptics has maintained its Minneapolis-based systems R&D during the establishment of an R&D operation in Singapore, which has resulted in duplicated R&D costs. Total R&D spending is expected to decrease starting at the end of the fourth quarter as the transition process nears completion and the Minneapolis R&D function for systems is phased out. Sensor-related product development will remain at CyberOptics’ Minneapolis headquarters. Manufacturing of a next-generation solder paste inspection system is scheduled to commence in Singapore later this year, while all systems manufacturing should be transitioned to Singapore during the first half of 2009. The realignment of the systems business, which is forecasted to yield significant cost savings, will result in a more effective and focused R&D effort that should position CyberOptics for generating higher levels of profitable growth over the next few years.

Steven K. Case, chairman and founder, said: “As we have stated previously, CyberOptics has been aggressively pursuing several promising inspection opportunities with OEM and end user customers. Three of these opportunities are nearing the contract phase, while another is in the proposal stage. The R&D efforts related to these projects are creating new technologies designed to lower the cost of inspection and provide faster production through-put speeds, better ease of use, and improved resolution for inspecting progressively smaller electronic components. At the same time, our next-generation solder paste inspection system, which incorporates a cost-reduced platform, should relieve some of the margin pressure on our inspection business, while providing for continued revenue growth. We believe the various product development initiatives currently underway will position CyberOptics for stronger operating results as the global electronics industry returns to a growth footing.”

About CyberOptics

Founded in 1984, CyberOptics Corporation is a leading provider of sensors and inspection systems that provide process yield and through-put improvement solutions for the global electronic assembly and semiconductor capital equipment markets. Our products are deployed on production lines that manufacture surface mount technology circuit boards and semiconductor process equipment. By increasing productivity and product quality, our sensors and inspection systems enable electronics manufacturers to strengthen their competitive positions in highly price-sensitive markets. Headquartered in Minneapolis, Minnesota, we conduct worldwide operations through facilities in North America, Asia and Europe.

Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: market conditions in the global SMT and semiconductor capital equipment industries; increasing price competition and price pressure on our product sales, particularly our SMT systems; the level of orders from our OEM customers; the availability of parts required for meeting customer orders; the effect of world events on our sales, the majority of which are from foreign customers; product introductions and pricing by our competitors; unanticipated costs or delays associated with the transition of engineering and manufacturing for SMT Systems to Singapore; a change in our anticipated timing of Assembleon’s transition away from our alignment sensors, success of anticipated new OEM and end user opportunities and other factors set forth in the Company’s filings with the Securities and Exchange Commission.

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For additional information, contact:

Jeffrey A. Bertelsen, Chief Financial Officer

763/542-5000

Richard G. Cinquina

Equity Market Partners

904/415-1415

Second Quarter Conference Call and Replay

CyberOptics will review its second quarter operating results in a conference call at 4:30 pm Eastern today. Investors can access a live webcast of the conference call by visiting the investor relations section of the CyberOptics website, www.cyberoptics.com. The webcast will be archived for 30 days. A replay of the conference call can be heard through July 30 by dialing 303-590-3000 and providing the 11112078 confirmation code.

CyberOptics Corporation

Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)	Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007		2008			2007
Revenue	$	13,391		$	13,974	$	27,198		$	27,715
Cost of revenue		7,469			6,880		14,837			13,489
Gross profit		5,922			7,094		12,361			14,226
Selling, general and administrative expenses		3,865			3,573		7,295			7,154
Research and development expenses		2,560			2,201		5,172			4,533
Severance and transition expenses		185			—		378			—
Amortization of intangibles		45			46		90			91
Income (loss) from operations		(733	)		1,274		(574	)		2,448
Interest income and other		245			559		763			1,118
Income (loss) before income taxes		(488	)		1,833		189			3,566
Provision (benefit) for income taxes		(219	)		635		31			1,215
Net income (loss)	$	(269	)	$	1,198	$	158		$	2,351
Net income (loss) per share – Basic	$	(0.03	)	$	0.13	$	0.02		$	0.26
Net income (loss) per share – Diluted	$	(0.03	)	$	0.13	$	0.02		$	0.26
Weighted average shares outstanding – Basic		8,283			8,901		8,433			8,890
Weighted average shares outstanding – Diluted		8,283			8,988		8,471			8,980

Condensed Consolidated Balance Sheets (Unaudited)
		June 30, 2008		Dec. 31, 2007
Assets
Cash and cash equivalents		$	11,309	$	18,864
Marketable securities			11,337		11,953
Accounts receivable, net			10,791		9,781
Inventories			10,235		10,640
Other current assets			2,113		1,466
Deferred tax assets			2,575		2,575
Total current assets			48,360		55,279
Marketable securities			23,067		21,801
Intangible and other assets, net			6,260		6,276
Fixed assets, net			2,243		1,944
Other assets			198		—
Deferred tax assets			1,739		1,739
Total assets		$	81,867	$	87,039
Liabilities and Stockholders’ Equity
Accounts payable		$	3,922	$	3,209
Accrued expenses			3,617		4,131
Total current liabilities			7,539		7,340
Other liabilities			1,599		1,583
Total liabilities			9,138		8,923
Total stockholders’ equity			72,729		78,116
Total liabilities and stockholders’ equity		$	81,867	$	87,039
Backlog Schedule:
	3rd Quarter 2008	$	4,603
	4th Quarter 2008 and thereafter		869
	Total backlog	$	5,472