S-8

Registration No. 333-__________

As filed with the Securities and Exchange Commission on August 14, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CYBEROPTICS CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation or organization) 41-1472057
(I.R.S. Employer
Identification No.)

5900 Golden Hills Drive

Golden Valley, Minnesota 55416

(Address of Principal Executive Offices; Zip Code)

CYBEROPTICS CORPORATION STOCK GRANT PLAN FOR NON-EMPLOYEE DIRECTORS

Kathleen P. Iverson

President

CyberOptics Corporation

5900 Golden Hills Drive

Golden Valley, Minnesota 55416

(612) 542-5000

Copy to:

Thomas Martin

Dorsey & Whitney LLP

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 2 of the Exchange Act

Large accelerated filer   o Accelerated filer   x Non-accelerated filer   o Smaller reporting company   o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, no par value	27,000	$10.015	$270,405	$10.63

(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended. The proposed maximum offering price is based upon the average of the high and low selling prices of such Common Stock as quoted on the Nasdaq National Market on August 7, 2008.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by CyberOptics Corporation (the “Company”), are incorporated by reference in this Registration Statement, as of their respective dates:

(a) our annual report on Form 10-K for the fiscal year ended December 31, 2007;

(b) our quarterly reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008;

(c) our current reports on Form 8-K filed May 21, 2008 and June 23, 2008;

(d) the description of our common stock contained in any registration statement or report that we have filed under the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 302A.521, subd. 2, of the Minnesota Business Corporation Act (the “MBCA”) requires us to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with us against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding (collectively “Losses”) if, with respect to the same acts or omissions, such person: (1) has not been indemnified by another organization or employee benefit plan for the same Losses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedures have been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person’s official capacity as director, officer, member of a committee of the board or employee, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in a director’s, officer’s or employee’s capacity as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation.

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Article 9 of our Articles of Incorporation, as amended, provides that none of our directors shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director. Article 9 does not, however, limit or eliminate the liability of a director to the extent provided by applicable law for (i) any breach of the director’s duty of loyalty to us or our shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) authorizing a dividend, stock repurchase or redemption or other distribution in violation of Minnesota law or for violation of certain provisions of Minnesota securities laws or (iv) any transaction from which the director derived an improper personal benefit.

Our Restated Bylaws require us to indemnify such persons, for such liabilities and expenses, in such manner, under such circumstances, and to such extent as is permitted by Section 302A.521 of the MBCA, as now enacted or hereafter amended.

We also maintains an insurance policy or policies to assist in funding our indemnification obligations with respects to directors and officers for certain liabilities.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	CyberOptics Corporation Stock Grant Plan for Non-Employee Directors
5.1	Opinion of Dorsey & Whitney LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1	Power of Attorney (included in the signature page to this Registration Statement).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)         To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)        To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

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(iii)       To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)        That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Golden Valley, State of Minnesota, on August 14, 2008.

CYBEROPTICS CORPORATION
By	/s/ Kathleen P. Iverson
	Kathleen P. Iverson, President

POWER OF ATTORNEY

The officers and directors of CyberOptics Corporation, whose signatures appear below, hereby constitute and appoint Kathleen P. Iverson and Jeffrey Bertelsen, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute on behalf of the undersigned, any amendment or amendments to this Registration Statement of CyberOptics Corporation, and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof.

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 date indicated.

Name	Title
/s/ Kathleen P. Iverson	President, CEO and Director	August 14, 2008
Kathleen P. Iverson	(PRINCIPAL EXECUTIVE OFFICER)
/s/ Steven K. Case	Chairman and Director	August 14, 2008
Steven K. Case
/s/ Alex B. Cimochowski	Director	August 14, 2008
Alex B. Cimochowski
/s/ Michael M. Selzer, Jr.	Director	August 14, 2008
Michael M. Selzer, Jr
/s/ Irene M. Qualters	Director	August 14, 2008
Irene M. Qualters
/s/ Jeffrey Bertelsen	Vice President and	August 14, 2008
Jeffrey Bertelsen	Chief Financial Officer (PRINCIPAL ACCOUNTING OFFICER)

Exhibit Index to

Form S-8

CYBEROPTICS CORPORATION

Exhibit Number	Description
4.1	CyberOptics Corporation Stock Grant Plan for Non-Employee Directors
5.1	Opinion of Dorsey & Whitney LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1	Power of Attorney (included in the signature page to this Registration Statement).

EX-4.1

EXHIBIT 4.1

CYBEROPTICS CORPORATION

STOCK GRANT PLAN FOR NON-EMPLOYEE DIRECTORS

1. Purpose of Plan

This plan shall be known as the “CyberOptics Corporation Stock Grant Plan For Non-Employee Directors” (the “Plan”). The purpose of the Plan is to promote the interests of CyberOptics Corporation, a Minnesota corporation (the “Company”), by enhancing its ability to attract and retain the services of non-employee directors without cash outlay and by encouraging the accumulation of shares of the common stock, no par value (the “Common Stock”) of the Company by such non-employee directors.

2. Stock Subject to Plan

The stock to be subject to the Plan shall be authorized but unissued shares of Common Stock. Subject to adjustment as provided in Section 4 hereof, the maximum number of shares under this Plan shall be 30,000 shares.

3. Stock Grants

Effective upon adoption of the Plan at the annual meeting of shareholders of the Company held in 2008, each director who is not otherwise an employee of the Company or any subsidiary of the Company (an “Eligible Director”) shall automatically receive, on the date of the annual meeting of shareholders of the Company at which such Eligible Director is elected to serve on the Board of Directors and each annual meeting of shareholders of the Company thereafter a grant of 1,000 shares of Common Stock; provided, however, that no Eligible Director shall be entitled to such shares until, or unless, the issuance thereof complies with applicable securities laws. Such shares shall be fully vested in the director as of the date of the annual meeting and a certificate representing such shares shall be issued and delivered to such director as soon as practicable thereafter.

4. Dilution or Other Adjustments

If there shall be any change in the Common Stock through merger, consolidation, reorganization, recapitalization, stock dividend (of whatever amount), stock split or other change in the corporate structure, appropriate proportionate adjustments in the shares of Common Stock to be issued under the Plan shall be made. In the event of any such changes, adjustments shall include, where appropriate, changes in the aggregate number of shares subject to the Plan, and the number of shares issued annually under the Plan.

5. Amendment or Discontinuance of Plan

The Plan may be terminated by the Board of Directors at any time. The Plan may not be amended without shareholder approval

6. Effective Date and Termination of Plan

The Plan shall be effective on the date of approval of the Plan by shareholders at the annual meeting held in 2008. Unless the Plan shall have been discontinued as provided in Section 5 hereof, the Plan shall terminate on May 19, 2018.

EX-5.1

EXHIBIT 5.1

[DORSEY & WHITNEY LLP Letterhead]

CyberOptics Corporation

5900 Golden Hills Drive

Golden Valley, Minnesota 55416

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 filed by CyberOptics Corporation (the “Company”) with the Securities and Exchange Commission on or about the date hereof, relating to the registration of 27,000 common shares, no par value, which may be issued pursuant to the Company’s Stock Grant Plan for Non-Employee Directors (the “Plan”), please be advised that as counsel to the Company, upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes of this opinion, it is our opinion that:

1.             The Company is a validly existing corporation in good standing under the laws of the State of Minnesota.

2.             The 27,000 shares which may be issued by the Company under the Plan will be, when issued and paid for as described in the Registration Statement, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.

Dated: August 14, 2008

Very truly yours,

/s/ DORSEY & WHITNEY LLP

TOM

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2008 relating to the financial statements, the financial statement schedules and the effectiveness of internal control over financial reporting which appears in CyberOptics Corporation's Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

August 14, 2008