<PAGE> 1
As filed with the Securities and Exchange Commission on September 15, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------
COGNEX CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------------
Massachusetts 04-2713778
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Vision Drive, Natick, Massachusetts 01760, (508) 650-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
--------------------------------
Robert J. Shillman, President
Cognex Corporation
One Vision Drive
Natick, Massachusetts 01760
Telephone: (508) 650-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Anthony J. Medaglia, Jr., P.C.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
--------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest investment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please sheck the following
box adn list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share (1) offering price (1) fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.002 per share 96,140 shares $52.00 $4,999,280 $1,724.00
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933, based upon the average high and low sales prices of the
Company's Common Stock as quoted on the NASDAQ National Market on September 13, 1995.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE> 2
<TABLE>
COGNEX CORPORATION
CROSS REFERENCE SHEET
(Pursuant to Item 501 of Regulation S-K Showing the
Location in the Prospectus of the Responses to the
Items of Part I of Form S-3)
<CAPTION>
Form S-3 Location in
Item No. Prospectus
--------- -----------
<S> <C> <C>
1. Forepart of the Registration
Statement and Outside
Front Cover Page of Prospectus... Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus........ Inside Front Cover Page;
Outside Back Cover Page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges.......................... The Company
4. Use of Proceeds.................... Not Applicable
5. Determination of Offering Price.... Not Applicable
6. Dilution........................... Not Applicable
7. Selling Security Holders........... Selling Stockholder
8. Plan of Distribution............... Plan of Distribution
9. Description of Securities to be
Registered....................... Incorporation of Documents by
Reference
10. Interests of Named Experts and
Counsel.......................... Legal Matters; Experts
11. Material Changes................... Not Applicable
12. Incorporation of Certain Information
by Reference................. Incorporation of Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................. Not Applicable
</TABLE>
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 1995
PROSPECTUS
96,140 Shares
COGNEX CORPORATION
Common Stock
This Prospectus relates to shares of Common Stock of the Company which
may be sold by the Selling Stockholders. See "Selling Stockholders." The
Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholders. The Company will pay the expenses of the offering,
estimated at $13,224.
The Common Stock of the Company is traded in the over-the-counter market
and quoted on the NASDAQ National Market under the symbol "CGNX." On
September 14, 1995, the last sale price for the Common Stock, as reported by
NASDAQ was $50.25 per share. See "Price Range of Common Stock and
Dividend Policy."
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the NASDAQ National
Market or otherwise, in the over-the-counter market, in negotiated
transactions, through the writing of options on shares (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). See
"Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus in connection with the offer made by this Prospectus, and,
if given or made, such information or representations must not be relied
upon as having been authorized. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time shall not under any circumstances create an
implication that there has been no change in the affairs of the Company
since the date hereof.
The date of this Prospectus is , 1995
<PAGE> 4
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in and made a part
of this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (which incorporates by reference certain portions of the
Company's 1994 Annual Report to Stockholders, including financial statements
and notes thereto, and certain portions of the Company's definitive Notice and
Proxy Statement for the Company's 1995 Special Meeting in lieu of Annual
Meeting of Stockholders held on April 25, 1995).
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ended April 2, 1995 and July 2, 1995.
(c) The description of the Company's Common Stock included in
registration statements and reports filed under the Exchange Act.
All reports and any definitive proxy or information statements filed by
the Company with the Commission pursuant to Sections 13, 14 and 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated herein by reference modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the
written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits not
specifically incorporated in such documents). Requests for such copies should
be directed to the Vice President and Chief Financial Officer, Cognex
Corporation, One Vision Drive, Natick Massachusetts 01760, (telephone
number (508) 650-3000).
- 2 -
<PAGE> 5
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Commission's regional offices at the Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 75 Park Place, 14th Floor, New York, New York 10007. Copies of such
material may be obtained at prescribed rates from the public reference
facilities of the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement, and exhibits thereto, filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). For further information regarding the Company and the shares offered
hereby reference is made to the Registration Statement, and exhibits thereto,
which may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained
from the Commission at prescribed rates.
- 3 -
<PAGE> 6
THE COMPANY
Cognex Corporation ("Cognex" or the "Company"), founded in 1981, designs,
develops, manufactures and markets a family of machine vision systems, or
computers that can "see". The Company primarily markets to sophisticated
customers such as original equipment manufacturers (OEMs) who have the ability
to configure their own vision solutions using the software tools and hardware
platforms provided by the Company.
The Company was organized as a Massachusetts corporation in 1981. Its
principal executive offices are located at One Vision Drive, Natick,
Massachusetts 01760, and its telephone number is (508) 650-3000.
PRICE RANGE OF COMMON STOCK
AND DIVIDEND POLICY
The Common Stock of the Company is listed on the Nasdaq National Market
under the symbol CGNX. The following table sets forth for the fiscal
quarter indicated the high and low sale prices of the Common Stock as reported
by the Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
Fiscal 1993
<S> <C> <C>
First Quarter $ 13 1/8 $ 9 1/4
Second Quarter 14 3/8 10 5/8
Third Quarter 17 5/8 13 7/8
Fourth Quarter 17 11
Fiscal 1994
First Quarter $28 $13 1/2
Second Quarter 22 1/4 11 3/4
Third Quarter 22 1/4 13 3/4
Fourth Quarter 27 3/8 16 1/2
Fiscal 1995
First Quarter 29 1/2 21
Second Quarter 40 1/2 26 1/2
Third Quarter (through September 14, 1995) 55 1/4 36 1/2
</TABLE>
On September 14, 1995, the last reported sale price of the Common Stock on
the Nasdaq National Market was $50.25. As of August 16, 1995, the
approximate number of record holders of the Common Stock was 389.
- 4 -
<PAGE> 7
The Company has never paid cash dividends on shares of Common Stock and
does not expect to pay dividends in the foreseeable future. The Company
intends to retain all of its available funds for the operation and expansion
of its business.
<TABLE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 11, 1995 and as adjusted
to reflect the sale of shares offered by this Prospectus by the Selling
Stockholders.
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Shares Owned After
Offering Offered Offering
------------------- ------- -------------------
Name Number Percent Number Number Percent
---- ------ ------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Accu-Fab Systems 62,303 * 62,303 0 0
Corporation
E. John McGarry 33,837 * 33,837 0 0
<FN>
* Represents beneficial ownership of less than one percent of the outstanding
Common Stock.
</TABLE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq National
Market or otherwise, in the over-the-counter market, in negotiated
transactions, through the writing of options on shares (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
- 5 -
<PAGE> 8
Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). The
Selling Stockholders and broker-dealers that participate with the Selling
Stockholders in the distribution of shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commission received by them and any profit on the resale of shares
may be deemed to be underwriting compensation.
LEGAL MATTERS
The validity of the Common Stock offered hereby and certain other legal
matters will be passed upon for the Company by Hutchins, Wheeler & Dittmar,
A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia,
Jr., a shareholder of Hutchins, Wheeler & Dittmar, is the Clerk of the
Company.
EXPERTS
The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of income, cash flows and stockholders' equity for each
of the three years in the period ended December 31, 1994 incorporated by
reference in this Prospectus have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
- 6 -
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered hereby, to be paid by the Company, are estimated
as follows:
<TABLE>
<S> <C>
Registration fee under Securities Act.... $ 1,724.00
Legal fees and expenses.................. $ 7,500.00
Accounting fees and expenses............. $ 3,000.00
Miscellaneous............................ $ 1,000.00
Total.................................... $13,224.00
</TABLE>
----------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law,
which is applicable to the Company, provides as follows:
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
it to whatever extent shall be specified in or authorized by (i) the articles
of organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote
on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not otherwise require, indemnification of any
persons referred to in the preceding sentence who are not directors of the
corporation may be provided by it to the extent authorized by the directors.
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this Section which
undertaking may be accepted without reference to the financial ability of such
II-1
<PAGE> 10
person to make repayment. Any such indemnification may be provided although
the person to be indemnified is no longer an officer, director, employee or
agent of the corporation or of such other organization or no longer serves
with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any
liability incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify him
against such liability.
In addition, pursuant to its Articles of Organization and By-Laws, the
Company shall indemnify its directors and officers against expenses (including
judgments or amounts paid in settlement) incurred in any action, civil or
criminal, to which any such person is a party by reason of any alleged act or
failure to act in his capacity as such, except as to a matter as to which such
director or officer shall have finally adjudged not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
corporation.
<TABLE>
ITEM 16. EXHIBITS
<CAPTION>
Number Description of Exhibit
------ ----------------------
<S> <C>
5.1 Opinion and consent of Hutchins, Wheeler & Dittmar,
A Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on Page II-4).
</TABLE>
ITEM 17. UNDERTAKINGS
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:
II-2
<PAGE> 11
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports fled by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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 intitial
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;
(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unforceable. 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 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 13th day of September, 1995.
COGNEX CORPORATION
By: /s/ ROBERT J. SHILLMAN
------------------------------
Robert J. Shillman, President
Chief Executive Officer and
Chairman of the Board of
Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert J. Shillman and John J. Rogers, Jr., and
each of them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or in his name, place and stead, in any and all
capacities to sign any and all amendments or post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT J. SHILLMAN President, Chief Executive September 13, 1995
----------------------- Officer and Chairman of the
ROBERT J. SHILLMAN Board of Directors (principal
executive officer)
/s/ JOHN J. ROGERS, JR. Chief Financial Officer, September 13, 1995
----------------------- Treasurer (principal
JOHN J. ROGERS, JR. financial and accounting
officer)
/s/ REUBEN WASSERMAN Director September 13, 1995
-----------------------
REUBEN WASSERMAN
/s/ WILLIAM KRIVSKY Director September 13, 1995
-----------------------
WILLIAM KRIVSKY
/s/ PATRICK SANSONETTI Director September 13, 1995
-----------------------
PATRICK SANSONETTI
/s/ ANTHONY SUN Director September 13, 1995
-----------------------
ANTHONY SUN
</TABLE>
II-4
<PAGE> 13
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
5.1 Opinion and Consent of Hutchins, Wheeler
& Dittmar, A Professional Corporation
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on Page II-4)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 15, 1995
Cognex Corporation
One Vision Drive
Natick, MA 01760
Ladies and Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, of 96,140 shares of Common
Stock, par value $.002 per share of Cognex Corporation, a
Massachusetts corporation (the "Company"), proposed to be sold
by certain Selling Stockholders of the Company, we have
examined such corporate records and other documents, including
the Registration Statement on Form S-3 relating to such shares
(the "Registration Statement"), and have reviewed such matters
of law as we have deemed necessary as a basis for the opinions
hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is a corporation validly existing under
the laws of the Commonwealth of Massachusetts.
2. The Company is authorized to issue 60,000,000 shares
of Common Stock with a par value of $.002 per share.
3. The 96,140 shares of Common stock proposed to be sold
by the Selling Stockholders named in the Registration
Statement have been duly authorized and are validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
captions in the prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
-------------------------------
Hutchins, Wheeler & Dittmar
A Professional Corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports dated January 23, 1995, on our audits of the
consolidated financial statements and financial statement schedule of Cognex
Corporation. We also consent to the reference to our firm under the caption
"Experts."
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 7, 1995
