-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SFGhmiVF7+AW8WMZLF5/nDQ+f81NpozCnw8szyyg5dtQOBhZWu8Mm/ymtLoI46Y6 Z687bABt10ZpnyXvJ565CA== 0000950135-99-003986.txt : 19990816 0000950135-99-003986.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950135-99-003986 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990704 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNEX CORP CENTRAL INDEX KEY: 0000851205 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042713778 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17869 FILM NUMBER: 99686819 BUSINESS ADDRESS: STREET 1: ONE VISION DR CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086503000 MAIL ADDRESS: STREET 1: ONE VISION DRIVE CITY: NATICK STATE: MA ZIP: 01760 10-Q 1 COGNEX CORPORATION 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 4, 1999 or ------------ / / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________________________ to __________________________ COMMISSION FILE NUMBER 0-17869 -------------------- COGNEX CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2713778 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE VISION DRIVE NATICK, MASSACHUSETTS 01760-2059 (508) 650-3000 ------------------------------------------- (Address, including zip code, and telephone number, including area code, of principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of August 1, 1999, there were 41,001,596 shares of Common Stock, $.002 par value, of the registrant outstanding. Total number of pages: 12 Exhibit index is located on page 11 ================================================================================ 2 INDEX PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income for the three and six months ended July 4, 1999 and July 5, 1998 Consolidated Balance Sheets at July 4, 1999 and December 31, 1998 Consolidated Statement of Stockholders' Equity for the six months ended July 4, 1999 Consolidated Statements of Cash Flows for the six months ended July 4, 1999 and July 5, 1998 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 3 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS COGNEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED JULY 4, JULY 5, JULY 4, JULY 5, 1999 1998 1999 1998 ------- ------- ------- ------- (UNAUDITED) (UNAUDITED) Revenue................................................ $35,271 $32,036 $62,756 $72,092 Cost of revenue........................................ 10,942 9,474 19,670 20,401 ------- ------- ------- ------- Gross margin........................................... 24,329 22,562 43,086 51,691 Research, development, and engineering expenses........ 6,600 5,950 13,134 12,255 Selling, general, and administrative expenses.......... 10,305 9,393 20,073 19,262 Restructuring charge................................... 400 400 ------- ------- ------- ------- Income from operations................................. 7,024 7,219 9,479 20,174 Investment income...................................... 1,500 1,791 3,078 3,519 Other income........................................... 190 171 351 336 ------- ------- ------- ------- Income before provision for income taxes............... 8,714 9,181 12,908 24,029 Provision for income taxes............................. 2,525 2,664 3,615 6,970 ------- ------- ------- ------- Net income............................................. $ 6,189 $ 6,517 $ 9,293 $17,059 ======= ======= ======= ======= Net income per share: Basic.............................................. $ .15 $ .16 $ .23 $ .41 ======= ======= ======= ======= Diluted............................................ $ .14 $ .15 $ .21 $ .39 ======= ======= ======= ======= Weighted-average common and common equivalent shares outstanding: Basic.............................................. 40,681 41,424 40,468 41,616 ======= ======= ======= ======= Diluted............................................ 43,836 43,906 43,560 44,182 ======= ======= ======= =======
The accompanying notes are an integral part of these consolidated financial statements. 1 4 COGNEX CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
JULY 4, DECEMBER 31, 1999 1998 ----------- ------------ (UNAUDITED) ASSETS Current assets: Cash and investments.................................................... $185,829 $158,458 Accounts receivable, less reserves of $2,567 and $2,583 in 1999 and 1998, respectively................................................... 17,782 20,987 Revenue in excess of billings........................................... 4,609 4,945 Inventories............................................................. 10,630 10,812 Deferred income taxes................................................... 3,936 3,936 Prepaid expenses and other.............................................. 8,547 8,141 -------- -------- Total current assets................................................ 231,333 207,279 Property, plant, and equipment, net.......................................... 32,621 34,255 Deferred income taxes........................................................ 2,327 2,237 Other assets................................................................. 4,113 4,157 -------- -------- $270,394 $247,928 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable........................................................ $ 3,238 $ 2,488 Accrued expenses........................................................ 14,785 11,653 Accrued income taxes.................................................... 1,953 916 Customer deposits....................................................... 4,635 4,894 Deferred revenue........................................................ 4,594 2,965 -------- -------- Total current liabilities........................................... 29,205 22,916 -------- -------- Other liabilities............................................................ 2,184 2,137 Stockholders' equity: Common stock, $.002 par value - Authorized: 120,000,000 shares, issued: 43,313,921 and 42,453,980 shares in 1999 and 1998, respectively................................ 86 85 Additional paid-in capital.............................................. 105,878 97,531 Treasury stock, at cost, 2,356,676 and 2,307,140 shares in 1999 and 1998, respectively................................................... (42,769) (41,353) Retained earnings....................................................... 175,864 166,571 Accumulated other comprehensive income (loss)........................... (54) 41 -------- -------- Total stockholders' equity.......................................... 239,005 222,875 -------- -------- $270,394 $247,928 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 2 5 COGNEX CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS)
COMMON STOCK ADDITIONAL TREASURY STOCK --------------------- PAID-IN ------------------- RETAINED SHARES PAR VALUE CAPITAL SHARES COST EARNINGS ------ --------- ---------- ------ ---- -------- Balance at December 31, 1998.............. 42,453,980 $85 $ 97,531 2,307,140 $(41,353) $166,571 Issuance of common stock under stock option and stock purchase plans..... 859,941 1 6,877 Tax benefit from exercise of stock 1,470 options............................. Common stock received for payment 49,536 (1,416) of stock option exercises........... Comprehensive income: Net income.......................... 9,293 Translation adjustment.............. Comprehensive income................ Balance at July 4, 1999 (unaudited)....... ---------- --- -------- --------- -------- -------- 43,313,921 $86 $105,878 2,356,676 $(42,769) $175,864 ========== === ======== ========= ======== ========
ACCUMULATED OTHER TOTAL COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS' INCOME INCOME EQUITY ------------- ------------- ------------- Balance at December 31, 1998............. $ 41 $222,875 Issuance of common stock under stock option and stock purchase plans.... 6,878 Tax benefit from exercise of stock options............................. 1,470 Common stock received for payment (1,416) of stock option exercises........... Comprehensive income: Net income.......................... $ 9,293 9,293 Translation adjustment.............. (95) (95) (95) ------- Comprehensive income................ $ 9,198 ------- Balance at July 4, 1999 (unaudited)....... ----- -------- $ (54) $239,005 ===== ========
The accompanying notes are an integral part of these consolidated financial statements. 3 6 COGNEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
SIX MONTHS ENDED JULY 4, JULY 5, 1999 1998 ------- -------- (UNAUDITED) Cash flows from operating activities: Net income.............................................................. $ 9,293 $ 17,059 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization......................................... 4,449 4,397 Tax benefit from exercise of stock options............................ 1,470 865 Deferred income tax benefit........................................... (90) (686) Change in other current assets and current liabilities................ 9,791 (8,041) Other................................................................. (38) (1,582) -------- -------- Net cash provided by operating activities............................... 24,875 12,012 -------- -------- Cash flows from investing activities: Purchase of investments................................................. (61,236) (38,736) Maturity of investments................................................. 39,062 37,831 Purchase of property, plant, and equipment.............................. (1,551) (4,908) Cash paid for technology acquisitions and equity investments............ (864) (432) -------- -------- Net cash used in investing activities................................... (24,589) (6,245) -------- -------- Cash flows from financing activities: Issuance of common stock under stock option and stock purchase plans.... 5,462 1,771 Repurchase of common stock.............................................. (25,452) -------- -------- Net cash provided by (used in) financing activities..................... 5,462 (23,681) -------- -------- Effect of exchange rate changes on cash...................................... 295 441 -------- -------- Net increase (decrease) in cash and cash equivalents......................... 6,043 (17,473) Cash and cash equivalents at beginning of period............................. 27,807 38,198 -------- -------- Cash and cash equivalents at end of period................................... 33,850 20,725 Investments.................................................................. 151,979 139,864 -------- -------- Cash and investments......................................................... $185,829 $160,589 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 4 7 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION --------------------- As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles. Reference should be made to the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. In the opinion of the management of Cognex Corporation, the accompanying consolidated unaudited financial statements contain all adjustments necessary to present fairly the Company's financial position at July 4, 1999, and the results of operations for the three and six months ended July 4, 1999, and changes in stockholders' equity and cash flows for the periods presented. The results disclosed in the Consolidated Statements of Income for the three and six months ended July 4, 1999 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported in prior periods have been reclassified to be consistent with the current period's presentation. INVENTORIES Inventories consist of the following: (In thousands) JULY 4, DECEMBER 31, 1999 1998 ----------- ------------ (UNAUDITED) Raw materials.............................. $ 4,071 $ 6,195 Work-in-process............................ 1,753 1,262 Finished goods............................. 4,806 3,355 ------- ------- $10,630 $10,812 ======= ======= 5 8 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NET INCOME PER SHARE Net income per share is calculated as follows:
(In thousands) THREE MONTHS ENDED SIX MONTHS ENDED JULY 4, JULY 5, JULY 4, JULY 5, 1999 1998 1999 1998 ------- ------- ------- ------- (UNAUDITED) (UNAUDITED) Net income.............................................. $ 6,189 $ 6,517 $ 9,293 $17,059 ======= ======= ======= ======= Basic: Weighted-average common shares outstanding........... 40,681 41,424 40,468 41,616 ======= ======= ======= ======= Net income per common share.......................... $ .15 $ .16 $ .23 $ .41 ======= ======= ======= ======= Diluted: Weighted-average common shares outstanding........... 40,681 41,424 40,468 41,616 Effect of dilutive securities: Stock options..................................... 3,155 2,482 3,092 2,566 ------- ------- ------- ------- Weighted-average common and common equivalent shares outstanding....................................... 43,836 43,906 43,560 44,182 ======= ======= ======= ======= Net income per common and common equivalent share.... $ .14 $ .15 $ .21 $ .39 ======= ======= ======= =======
RESTRUCTURING CHARGE During the second quarter of 1999, the Company recorded a pre-tax restructuring charge of $400,000, primarily for severance and lease termination costs associated with the closure of its Montreal, Canada manufacturing facility. This action was taken to centralize operations related to the Company's surface inspection product line at its Alameda, California facility. Cash outlays related to this plan are anticipated to be paid during the second half of 1999. 6 9 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue for the three-month period ended July 4, 1999 increased 10% to $35,271,000 from $32,036,000 for the same period in 1998. This increase is due to a higher volume of modular vision systems sold to both Original Equipment Manufacturer (OEM) and end-user customers. Sales to OEM customers increased $1,647,000, or 9%, from the second quarter of 1998, and sales to end-user customers increased $1,588,000, or 12%, from the same period. Revenue for the six-month period ended July 4, 1999 decreased 13% to $62,756,000 from $72,092,000 for the same period in 1998. This decrease is due to a lower volume of modular vision systems sold to OEM customers, which decreased $9,992,000, or 23%, from the first half of 1998. The second quarter of 1999 was the Company's first year-over-year increase in quarterly revenue since the first quarter of 1998, and resulted from a turnaround in capital spending by manufacturers in the semiconductor and electronics industries that had affected the Company's business over the past year. Quarterly revenue is expected to continue to increase sequentially and year-over-year for the remainder of 1999. Gross margin as a percentage of revenue for both the three-month and six-month periods ended July 4, 1999 was 69%, compared to 70% and 72% for the same periods in 1998. This decrease is due primarily to service revenue, which has a lower gross margin than product revenue, increasing as a percentage of total revenue in 1999. Gross margin as a percentage of revenue is expected to remain relatively consistent for the remainder of 1999. Research, development, and engineering expenses for the three-month and six-month periods ended July 4, 1999 were $6,600,000 and $13,134,000, respectively, compared to $5,950,000 and $12,255,000 for the same periods in 1998, representing an 11% increase for the three-month period and a 7% increase for the six-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs to support the Company's continued investment in the development of new and existing products. Expenses as a percentage of revenue were 19% and 21% for the three-month and six-month periods in 1999, compared to 19% and 17% for the same periods in 1998. The increase in expenses as a percentage of revenue for the six-month period is due to the lower revenue base in 1999. The Company anticipates that aggregate expenses will increase moderately for the remainder of 1999 due to planned investment in product development. However, the level of expenses as a percentage of revenue is expected to remain relatively consistent for the remainder of the year. Selling, general, and administrative expenses for the three-month and six-month periods ended July 4, 1999 were $10,305,000 and $20,073,000, respectively, compared to $9,393,000 and $19,262,000 for the same periods in 1998, representing a 10% increase for the three-month period and a 4% increase for the six-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs, including sales commissions, associated with the increase in customer demand. Expenses as a percentage of revenue were 29% and 32% for the three-month and six-month periods in 1999, compared to 29% and 27% for the same periods in 1998. The increase in expenses as a percentage of revenue for the six-month period is due to the lower revenue base in 1999. The Company anticipates that aggregate expenses will increase moderately for the remainder of 1999 due to additional resources required to support the higher level of demand. However, the level of expenses as a percentage of revenue is expected to remain relatively consistent for the remainder of the year. 7 10 RESULTS OF OPERATIONS, CONTINUED During the second quarter of 1999, the Company recorded a pre-tax restructuring charge of $400,000, primarily for severance and lease termination costs associated with the closure of its Montreal, Canada manufacturing facility. This action was taken to centralize operations related to the Company's surface inspection product line at its Alameda, California facility. Cash outlays related to this plan are anticipated to be paid during the second half of 1999. Investment income for the three-month and six-month periods ended July 4, 1999 was $1,500,000 and $3,078,000, respectively, compared to $1,791,000 and $3,519,000 for the same periods in 1998, representing a 16% decrease for the three-month period and a 13% decrease for the six-month period. The decrease in investment income is due primarily to a lower average invested cash balance in 1999. Although the Company generated cash from operations each quarter of 1998 and in the first half of 1999, the Company used $39,867,000 to repurchase 2,202,000 shares of its common stock beginning in the second quarter of 1998. The higher operating income now projected for 1999 resulted in an increase to the Company's effective tax rate to 28.0%. The year-to-date expense of this higher rate was recorded during the second quarter of 1999. The Company's effective tax rate was 29.0% in 1998. LIQUIDITY AND CAPITAL RESOURCES The Company's cash requirements during the six-month period ended July 4, 1999 were met through cash generated from operations. Cash and investments increased $27,371,000 from December 31, 1998 primarily as a result of $24,875,000 of cash generated from operations and $5,462,000 of proceeds from the issuance of common stock under stock option and stock purchase plans. Capital expenditures for the six-month period were $1,551,000 and consisted primarily of expenditures for computer hardware and software. The Company believes that its existing cash and investments balance, together with cash generated from operations, will be sufficient to meet the Company's planned working capital and capital expenditure requirements through 1999. YEAR 2000 UPDATE The Company is aware of the potential for industry-wide business disruption which could occur due to problems related to the "Year 2000" issue. Management believes that it has a prudent plan in place to address this issue within the Company and its supply chain. The components of this plan include: an assessment of internal systems for modification and/or replacement; communication with external vendors to determine their state of readiness to maintain an uninterrupted supply of goods and services to the Company; and an evaluation of products sold by the Company to customers as to the ability of the products to work properly after the turn of the century. Internal Systems ---------------- The Company has identified five internal systems that are used for business transaction processing as being critical to the uninterrupted operation of the business. Of these five systems, four are presently Year 2000 compliant. The Company expects to have the remaining system compliant by September 30, 1999 through a vendor-provided upgrade. 8 11 YEAR 2000 UPDATE, CONTINUED Vendors ------- The Company has sent letters to over 250 vendors outlining its approach towards the Year 2000 issue and asking for either their certification that their product is Year 2000 compliant or their commitment to resolve any issues they may have. The Company has identified vendors it views as critical to its business. Management has defined a critical vendor as one whose inability to continue to provide goods and services would have a serious adverse impact on the Company's ability to produce, deliver, and collect payment for its product. The Company has received responses from all critical vendors outlining their plans for Year 2000 compliance. The Company does not intend to verify representations made by vendors regarding their Year 2000 compliance status. The Company may never be able to know with certainty whether certain critical vendors are compliant. Failure of critical vendors to make their computer systems Year 2000 compliant could result in delaying deliveries of products and services to the Company. If such delays are extensive, they could have a material adverse effect on the Company's business. Products -------- Testing of current releases of Cognex products is complete and has confirmed that Cognex's core vision functionality is not date-sensitive of dependent on date fields and is therefore Year 2000 compliant. The Company's Year 2000 product compliance verification methodology consisted of a review of the source code and functional testing of current releases of Cognex products, which are believed to be representative of prior releases as well. Based on similarities in the source code for current and prior releases of Cognex products and the fact that Cognex's core vision functionality is not date-sensitive or dependent on date fields, the Company believes that prior releases of its products are Year 2000 compliant. The Company does not intend to conduct functionality testing of prior releases of Cognex products. Year 2000 compliance verification included examination of the 1999/2000 date rollover, date-sensitive functionality with the Year 2000 and leap year compliance. Costs ----- Costs incurred in the Company's Year 2000 compliance effort are expensed as incurred and funded with cash generated from operations. These costs are included in the normal, recurring costs incurred for product development and systems maintenance and are not material to the Company's results of operations, nor are they expected to be in the future. Risks ----- Although the Company believes it is taking prudent action related to the identification and resolution of issues related to the Year 2000, its assessment is still in progress. The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities. Such failures could materially and adversely affect the Company's results of operations, liquidity, and financial condition. Due to the general uncertainty inherent in the Year 2000 issue, resulting in part from the uncertainty of the Year 2000 readiness of third-party vendors, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Company's results of operations, liquidity, or financial position. The Year 2000 compliance project is expected to reduce, but not eliminate, the Company's level of uncertainty about the Year 2000 issue and, in particular, about the Year 2000 compliance and readiness of its critical vendors. The Company believes that, with the completion of the Year 2000 compliance project as scheduled, the possibility of significant interruptions to normal operations should be reduced. 9 12 YEAR 2000 UPDATE, CONTINUED Contingency Plan ---------------- As part of its contingency planning effort, the Company has identified its core business processes that are vital to the Company such that a Year 2000 failure would have a significant impact on the Company's ability to conduct business. The Company has also indentified measures within its control to minimize the impact of a Year 2000 failure. A contingency plan has been developed that outlines the actions to be taken in the event of a Year 2000 failure to enable the Company to resume operations. The components of this plan include utilizing manual records and processes, securing critical materials for January product shipments in December, and securing alternative vendors and backup systems. The Company anticipates having this plan finalized by September 30, 1999. FORWARD-LOOKING STATEMENTS Certain statements made in this report (including statements regarding the Year 2000 issue), as well as oral statements made by the Company from time to time, which are prefaced with words such as "expects," "anticipates," "believes," "projects," "intends," "plans," and similar words and other statements of similar sense, are forward-looking statements. These statements are based on the Company's current expectations and estimates as to prospective events and circumstances, which may or may not be in the Company's control and as to which there can be no firm assurances given. These forward-looking statements, like any other forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include (1) the loss of, or a significant curtailment of purchases by, any one or more principal customers; (2) the cyclicality of the semiconductor and electronics industries; (3) the Company's continued ability to achieve significant international revenue; (4) capital spending trends by manufacturing companies; (5) inability to protect the Company's proprietary technology and intellectual property; (6) inability to attract or retain skilled employees; (7) technological obsolescence of current products and the inability to develop new products; (8) inability to respond to competitive technology and pricing pressures; and (9) reliance upon certain sole source suppliers to manufacture or deliver critical components of the Company's products. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation to subsequently revise forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Further discussions of risk factors are also available in the Company's registration statements filed with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 10 13 PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At a Special Meeting of the Stockholders of Cognex Corporation in lieu of the 1999 Annual Meeting held on April 27, 1999, the Stockholders elected Jerald Fishman and William Krivsky to serve as Directors for a term of three years. Robert J. Shillman, Anthony Sun, and Rueben Wasserman continued as Directors after the meeting. In addition, the Stockholders approved the Cognex Corporation 2000 Employee Stock Purchase Plan. The 36,819,910 shares represented at the meeting voted as follows. The election of Jerald Fishman as Director: 36,042,983 votes for and 776,927 votes withheld; the election of William Krivsky as Director: 36,024,711 votes for and 795,199 votes withheld; the approval of the Cognex Corporation 2000 Employee Stock Purchase Plan: 30,715,338 votes for, 752,698 votes against, 244,329 votes abstained, and 5,107,545 no votes. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (electronic filing only) (b) Reports on Form 8-K None 11 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: August 13, 1999 COGNEX CORPORATION /s/ Richard A. Morin ------------------------------------ Richard A. Morin Vice President of Finance, Chief Financial Officer, and Treasurer (duly authorized officer, principal financial and accounting officer) 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF COGNEX CORPORATION FOR THE QUARTER ENDED JULY 4, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. 3-MOS DEC-31-1999 APR-05-1999 JUL-04-1999 33,850,000 151,979,000 20,349,000 2,567,000 10,630,000 231,333,000 54,767,000 22,146,000 270,394,000 29,205,000 0 0 0 86,000 238,919,000 270,394,000 35,271,000 35,271,000 10,942,000 10,942,000 0 0 0 8,714,000 2,525,000 6,189,000 0 0 0 6,189,000 0.15 0.14
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