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 1, 2001 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 July 29, 2001, there were 43,633,382 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 1, 2001 and July 2, 2000 Consolidated Balance Sheets at July 1, 2001 and December 31, 2000 Consolidated Statement of Stockholders' Equity for the six months ended July 1, 2001 Consolidated Condensed Statements of Cash Flows for the six months ended July 1, 2001 and July 2, 2000 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) <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JULY 1, JULY 2, JULY 1, JULY 2, 2001 2000 2001 2000 -------- -------- -------- -------- (UNAUDITED) (UNAUDITED) <S> <C> <C> <C> <C> Revenue ......................................... $ 37,379 $ 62,187 $ 81,585 $116,682 Cost of revenue ................................. 12,251 16,160 25,043 30,078 -------- -------- -------- -------- Gross profit .................................... 25,128 46,027 56,542 86,604 Research, development, and engineering expenses.. 7,655 8,083 15,837 15,366 Selling, general, and administrative expenses ... 16,441 14,593 34,879 27,170 Amortization of goodwill ........................ 778 553 1,555 644 -------- -------- -------- -------- Operating income ................................ 254 22,798 4,271 43,424 Investment income ............................... 2,766 2,486 5,484 4,307 Other income .................................... 149 243 416 461 -------- -------- -------- -------- Income before provision for income taxes ........ 3,169 25,527 10,171 48,192 Provision for income taxes ...................... 1,014 8,169 3,255 15,422 -------- -------- -------- -------- Net income ...................................... $ 2,155 $ 17,358 $ 6,916 $ 32,770 ======== ======== ======== ======== Net income per share: Basic ....................................... $ .05 $ .40 $ .16 $ .77 ======== ======== ======== ======== Diluted ..................................... $ .05 $ .38 $ .15 $ .71 ======== ======== ======== ======== Weighted-average common and common equivalent shares outstanding: Basic ....................................... 43,545 43,067 43,504 42,735 ======== ======== ======== ======== Diluted ..................................... 45,442 46,159 45,177 45,845 ======== ======== ======== ======== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 1
4 COGNEX CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands) <TABLE> <CAPTION> JULY 1, DECEMBER 31, 2001 2000 --------- ------------ ASSETS (UNAUDITED) <S> <C> <C> Current assets: Cash and cash equivalents .............................................. $ 47,612 $ 42,925 Short-term investments ................................................. 109,900 85,429 Accounts receivable, less reserves of $2,204 and $2,150 in 2001 and 2000, respectively .................................................. 23,233 47,031 Inventories ............................................................ 35,211 27,664 Deferred income taxes .................................................. 8,532 7,741 Prepaid expenses and other current assets .............................. 9,551 8,950 --------- --------- Total current assets ............................................... 234,039 219,740 Long-term investments ....................................................... 131,775 149,386 Property, plant, and equipment, net ......................................... 33,882 34,012 Deferred income taxes ....................................................... 7,663 6,903 Other assets ................................................................ 23,146 26,100 --------- --------- $ 430,505 $ 436,141 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ....................................................... $ 4,891 $ 10,127 Accrued expenses ....................................................... 15,730 22,953 Accrued income taxes ................................................... 8,369 9,202 Customer deposits ...................................................... 2,957 3,074 Deferred revenue ....................................................... 6,057 6,471 --------- --------- Total current liabilities .......................................... 38,004 51,827 --------- --------- Other liabilities ........................................................... 365 Stockholders' equity: Common stock, $.002 par value - Authorized: 140,000,000 shares, issued: 45,980,694 and 45,787,568 shares in 2001 and 2000, respectively ............................... 92 92 Additional paid-in capital ............................................. 166,826 163,815 Treasury stock, at cost, 2,365,242 and 2,365,332 shares in 2001 and 2000, respectively .................................................. (42,672) (42,675) Retained earnings ...................................................... 272,080 265,164 Accumulated other comprehensive loss ................................... (3,825) (2,447) --------- --------- Total stockholders' equity ......................................... 392,501 383,949 --------- --------- $ 430,505 $ 436,141 ========= ========= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 2
5 COGNEX CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Dollars in thousands) <TABLE> <CAPTION> ACCUMULATED COMMON STOCK ADDITIONAL TREASURY STOCK OTHER TOTAL ---------------------- PAID-IN ---------------- RETAINED COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS' SHARES PAR VALUE CAPITAL SHARES COST EARNINGS LOSS INCOME EQUITY ---------- --------- --------- ------ ------ --------- ------------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Balance at December 31, 2000 .. 45,787,568 $92 $163,815 2,365,332 $(42,675) $265,164 $(2,447) $383,949 Issuance of common stock under stock option and stock purchase plans ... 193,126 2,438 2,438 Tax benefit from exercise of stock options .... 573 573 Issuance of treasury stock ... (90) 3 3 Comprehensive income: Net income ...... 6,916 6,916 6,916 Unrealized loss on investments, net of tax ..... (1,457) (1,457) (1,457) Foreign currency translation adjustment ..... 79 79 79 ------ Comprehensive income ......... $5,538 ---------- --- -------- --------- -------- -------- ------- ====== -------- Balance at July 1, 2001 (unaudited) ... 45,980,694 $92 $166,826 2,365,242 $(42,672) $272,080 $(3,825) $392,501 ========== === ======== ========= ======== ======== ======= ======== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 3
6 COGNEX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) <TABLE> <CAPTION> SIX MONTHS ENDED JULY 1, JULY 2, 2001 2000 -------- -------- (UNAUDITED) <S> <C> <C> Cash flows from operating activities: Net income .............................................................. $ 6,916 $ 32,770 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ......................................... 6,798 5,832 Tax benefit from exercise of stock options ............................ 573 10,000 Change in current assets and current liabilities ...................... 895 (12,728) Other (909) (1,072) -------- -------- Net cash provided by operating activities ............................... 14,273 34,802 -------- -------- Cash flows from investing activities: Purchase of investments ................................................. (46,345) (78,458) Maturity of investments ................................................. 36,015 40,728 Purchase of property, plant, and equipment .............................. (3,498) (4,138) Cash paid for business and technology acquisitions, net of cash acquired .................................................. (361) (11,932) -------- -------- Net cash used in investing activities ................................... (14,189) (53,800) -------- -------- Cash flows from financing activities: Issuance of common stock under stock option and stock purchase plans .... 2,441 16,128 -------- -------- Net cash provided by financing activities ............................... 2,441 16,128 -------- -------- Effect of exchange rate changes on cash ...................................... 2,162 236 -------- -------- Net increase (decrease) in cash and cash equivalents ......................... 4,687 (2,634) Cash and cash equivalents at beginning of period ............................. 42,925 48,665 -------- -------- Cash and cash equivalents at end of period ................................... $ 47,612 $ 46,031 ======== ======== </TABLE> 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, 2000. In the opinion of the management of Cognex Corporation, the accompanying consolidated unaudited financial statements contain all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company's financial position at July 1, 2001, and the results of operations for the three and six months ended July 1, 2001 and July 2, 2000, 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 1, 2001 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 1, DECEMBER 31, 2001 2000 ----------- ------------ (UNAUDITED) Raw materials ................................ $20,915 $14,263 Work-in-process .............................. 4,477 5,789 Finished goods ............................... 9,819 7,612 ------- ------- $35,211 $27,664 ======= ======= 5
8 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NET INCOME PER SHARE Net income per share is calculated as follows: <TABLE> <CAPTION> (In thousands) THREE MONTHS ENDED SIX MONTHS ENDED JULY 1, JULY 2, JULY 1, JULY 2, 2001 2000 2001 2000 ------- ------- ------- ------- (UNAUDITED) (UNAUDITED) <S> <C> <C> <C> <C> Net income................................................... $ 2,155 $17,358 $ 6,916 $32,770 ======= ======= ======= ======= BASIC: Weighted-average common shares outstanding............... 43,545 43,067 43,504 42,735 ======= ======= ======= ======= Net income per common share.............................. $ .05 $ .40 $ .16 $ .77 ======= ======= ======= ======= DILUTED: Weighted-average common shares outstanding............... 43,545 43,067 43,504 42,735 Effect of dilutive securities: Stock options......................................... 1,897 3,092 1,673 3,110 ------- ------- ------- ------- Weighted-average common and common equivalent shares outstanding........................................... 45,442 46,159 45,177 45,845 ======= ======= ======= ======= Net income per common and common equivalent share........ $ .05 $ .38 $ .15 $ .71 ======= ======= ======= ======= </TABLE> FINANCIAL INSTRUMENTS AND RISK MANAGEMENT In June of 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company adopted the provisions of SFAS No. 133 effective January 1, 2001. The impact of adopting SFAS No. 133 was immaterial to the Company. FOREIGN EXCHANGE RISK MANAGEMENT The Company enters into forward exchange contracts to hedge a portion of its intercompany sales of inventory by the US parent to the foreign subsidiary payable in the foreign subsidiary's local currency. These contracts, which related primarily to the Japanese Yen and Euro, generally have a time period of three to six months. Realized and unrealized gains and losses on forward exchange contracts that do not qualify for hedge accounting are recognized immediately in earnings. The total gain/loss incurred for transactions which did not qualify as hedges was a $141,000 gain for the three-month period ended July 1, 2001 and a $315,000 loss for the six-month period ended July 1, 2001. 6
9 The Company uses forward exchange contracts to hedge net investments in certain of its European subsidiaries as well as royalty and cost sharing payments due the parent company. Market value gains and losses on forward contracts hedging firm commitments are recognized when the hedged transaction occurs. These contracts, which related primarily to the Euro currency, generally have a maximum term of two years. Forward exchange contracts receive hedge accounting on firmly committed transactions when they are designated as a hedge of the designated currency exposure and are effective in minimizing such exposure. Forward exchange contracts, that qualify for hedge accounting, with notional amounts of $9,700,000, $6,800,000 and $1,600,000 to exchange Euros for US dollars were outstanding as of July 1, 2001. For the three-month and six-month periods ended July 1, 2001, the Company recorded a cumulative unrealized gain of $555,000 and $1,909,000, respectively, related to these foreign exchange contracts, in other comprehensive income. These amounts offset the foreign exchange impact (the hedged transaction) which resulted in unrealized foreign exchange losses of $565,000 and $1,838,000 for the same periods. The market risk exposure from forward exchange contracts is assessed in light of the underlying currency exposures and is controlled by the initiation of additional or offsetting foreign currency contracts. NEW PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 141, "Business Combinations." SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for by the purchase method for which the date of acquisition is after June 30, 2001. SFAS No. 141 requires that all business combinations be accounted for under the purchase method and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. The Company does not expect SFAS No. 141 to have an impact on the Company's financial statements. In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. SFAS No. 142 requires, among other things, the cessation of the amortization of goodwill. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill, and the identification of reporting units for the purposes of assessing potential future impairments of goodwill. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is currently assessing the impact of this new statement on its consolidated financial position and results of operations and has not yet determined the impact of adoption. 7
10 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue for the three-month and six-month periods ended July 1, 2001 totaled $37,379,000 and $81,585,000, respectively, compared to $62,187,000 and $116,682,000 for the same periods in 2000, representing a 40% decrease for the three-month period and a 30% decrease for the six-month period. The Company's results continue to be negatively impacted by the worldwide slowdown in capital equipment spending by manufacturers in the semiconductor and electronics industries. Sales to Original Equipment Manufacturers (OEM) customers, most of whom make capital equipment used by manufacturers in these industries, decreased $20,257,000, or 55%, from the three-month period in 2000 and $27,850,000, or 40%, from the six-month period in 2000. Sales to end-user customers decreased $4,551,000, or 18%, from the three-month period in 2000 and $7,247,000, or 16%, from the six-month period in 2000, primarily due to lower demand from customers who make electronic products. Comparing consecutive quarters, revenue decreased $6,827,000, or 15%, from the first quarter of 2001. Sales to OEM customers decreased $9,380,000, or 36%, from the prior quarter. Sales to end-user customers, however, increased $2,553,000, or 14%, as sales to customers outside the high-technology industry, such as the automotive and consumer products industries, increased from the prior quarter. The Company anticipates that its results for the third quarter of 2001 will continue to be negatively impacted by the worldwide slowdown in capital equipment spending, primarily in the semiconductor and electronics industries. Accordingly, the Company anticipates that its revenue for the third quarter of 2001 will be approximately 10% lower than that reported in the second quarter of 2001. The Company has limited visibility to customer demand beyond the third quarter of 2001. The Company is continuing its cost-containment measures implemented earlier in 2001, including a restricted hiring plan and a reduction in discretionary spending. Gross profit as a percentage of revenue for the three-month and six-month periods ended July 1, 2001 was 67% and 69%, respectively, compared to 74% for the same periods in 2000 and 71% for the first quarter of 2001. The decrease in gross margin was due primarily to the impact of the lower sales volume and fixed manufacturing costs, as well as a greater percentage of revenue from the sale of services and surface inspection systems, both of which carry lower margins than the sale of modular vision systems. Gross margin is expected to continue to decrease in the third quarter of 2001 due to the anticipated lower revenue for that quarter compared to the prior quarter. Research, development, and engineering expenses for the three-month and six-month periods ended July 1, 2001 were $7,655,000 and $15,837,000, respectively, compared to $8,083,000 and $15,366,000 for the same periods in 2000, representing a 5% decrease for the three-month period and a 3% increase for the six-month period. Aggregate expenses were relatively flat with the prior year, as the impact of additional headcount to support the Company's continued investment in the research and development of new and existing products was offset by savings from cost-containment measures, including the elimination of all company bonuses and a reduction in discretionary spending. Comparing consecutive quarters, aggregate expenses decreased $527,000, or 6%, due to the cost-containment measures implemented in the first half of 2001. Expenses as a percentage of revenue were 20% and 19% for the three-month and six-month periods in 2001, compared to 13% for the same periods in 2000. The increase in expenses as a percentage of revenue was principally due to the lower revenue base in 2001. The Company plans to continue its product development efforts, and therefore, anticipates that aggregate expenses for the remainder of 2001 will continue at approximately the level experienced in the second quarter. 8
11 Selling, general, and administrative expenses for the three-month and six-month periods ended July 1, 2001 were $16,441,000 and $34,879,000, respectively, compared to $14,593,000 and $27,170,000 for the same periods in 2000, representing a 13% increase for the three-month period and a 28% increase for the six-month period. The increase in aggregate expenses was due primarily to the impact of additional headcount to support the Company's expanding worldwide operations and grow its end-user business, partially offset by savings from cost-containment measures, including the elimination of all company bonuses and a reduction in discretionary spending. Comparing consecutive quarters, aggregate expenses decreased $1,997,000, or 11%, due to the impact of the cost-containment measures implemented in the first half of 2001. Expenses as a percentage of revenue were 44% and 43% for the three-month and six-month periods in 2001, compared to 23% for the same periods in 2000. The increase in expenses as a percentage of revenue was principally due to the lower revenue base in 2001. The Company expects to continue to realize benefits from its cost-containment measures, and therefore, anticipates that aggregate expenses for the remainder of 2001 will be lower than the level experienced in the second quarter. Amortization of goodwill for the three-month and six-month periods ended July 1, 2001 was $778,000 and $1,555,000, respectively, compared to $553,000 and $644,000 for the same periods in 2000. The increase in amortization expense was due to additional goodwill associated with the acquisitions completed during 2000. Investment income for the three-month and six-month periods ended July 1, 2001 was $2,766,000 and $5,484,000 compared to $2,486,000 and $4,307,000 for the same periods in 2000, representing an 11% and 27% increase, respectively. The increase in investment income was primarily due a higher average invested cash balance in 2001. The Company's effective tax rate was 32% for all periods presented. LIQUIDITY AND CAPITAL RESOURCES The Company's cash requirements during the six-month period ended July 1, 2001 were met through cash generated from operations. Cash and investments increased $11,547,000 from December 31, 2000 primarily as a result of $14,273,000 of cash generated from operations, partially offset by $3,498,000 of capital expenditures, principally for computer hardware. On December 12, 2000, the Company's Board of Directors authorized the repurchase of up to $100,000,000 of the Company's common stock. As of July 1, 2001, the Company had not repurchased any shares under this program. 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, investing, and financing requirements through 2001, including the Company's stock repurchase program and potential business acquisitions. NEW PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 141, "Business Combinations." SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for by the purchase method for which the date of acquisition is after June 30, 2001. SFAS No. 141 requires that all business combinations be accounted for under the purchase method and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. The Company does not expect SFAS No. 141 to have an impact on the Company's financial statements. 9
12 In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. SFAS No. 142 requires, among other things, the cessation of the amortization of goodwill. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill, and the identification of reporting units for the purposes of assessing potential future impairments of goodwill. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is currently assessing the impact of this new statement on its consolidated financial position and results of operations and has not yet determined the impact of adoption. FORWARD-LOOKING STATEMENTS Certain statements made in this report, 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) the capital spending trends by manufacturing companies; (5) the inability to protect the Company's proprietary technology and intellectual property; (6) the inability to attract or retain skilled employees; (7) the technological obsolescence of current products and the inability to develop new products; (8) the inability to respond to competitive technology and pricing pressures; and (9) the 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 held in lieu of the 2001 Annual Meeting held on April 26, 2001, the Stockholders elected Robert J. Shillman and Anthony Sun, to serve as Directors for a term of three years and Patrick Alias to serve as a Director for a term of one year. Jerald Fishman, William Krivsky, and Rueben Wasserman continued as Directors after the meeting. The 39,945,480 shares represented at the meeting voted as follows. The election of Robert J. Shillman as Director, 39,156,664 votes for and 788,816 withheld; the election of Anthony Sun as Director, 39,336,626 votes for and 608,854 withheld; the election of Patrick Alias as Director, 39,156,664 votes for and 788,816 withheld. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (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 14, 2001 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