<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- - - --------------------------------------------------------------------------------
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Cognex Corporation
(Name of Registrant as Specified In Its Charter)
Cognex Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- - - --------------------------------------------------------------------------------
<PAGE> 2
COGNEX CORPORATION
NOTICE OF SPECIAL MEETING IN LIEU OF
THE 1995 ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
To the Stockholders:
A Special Meeting of the Stockholders of COGNEX CORPORATION in lieu of the
1995 Annual Meeting will be held on Tuesday, April 25, 1995, at 10:00 a.m. at
the offices of Hutchins, Wheeler & Dittmar, A Professional Corporation, Suite
3100, 101 Federal Street, Boston, Massachusetts, for the following purposes:
1. To elect two Directors, each to serve for a term of three years as
more fully described in the accompanying Proxy Statement.
2. To consider and act upon a proposal to amend the Articles of
Organization of the Company to increase the number of shares of common
stock which the Company has the authority to issue from 25,000,000 shares
to 60,000,000 shares.
3. To consider and act upon any other business which may properly
come before the meeting.
The Board of Directors has fixed the close of business on March 20, 1995 as
the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By order of the Board of Directors
ANTHONY J. MEDAGLIA, JR., Clerk
Natick, Massachusetts
March 24, 1995
<PAGE> 3
COGNEX CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cognex Corporation (the "Corporation") for
use at the Special Meeting of Stockholders in Lieu of the 1995 Annual Meeting to
be held on Tuesday, April 25, 1995, at the time and place set forth in the
notice of the meeting, and at any adjournments thereof. The approximate date on
which this Proxy Statement and form of proxy are first being sent to
stockholders is March 24, 1995.
If the enclosed proxy is properly executed and returned, it will be voted
in the manner directed by the stockholder. If no instructions are specified with
respect to any particular matter to be acted upon, proxies will be voted in
favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting, or by giving written notice of
revocation to the Clerk of the Corporation at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the meeting in order to constitute a quorum for
transaction of business. The election of the nominees for Director will be
decided by plurality vote. The affirmative vote of the holders of at least a
majority of the shares of Common Stock outstanding are required to approve the
increase in the number of shares of common stock which the Corporation has the
authority to issue. Abstentions and "non-votes" are counted as present in
determining whether the quorum requirement is satisfied. Abstentions and
"non-votes" have the same effect as votes against proposals presented to
stockholders other than election of directors. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but one
does not vote on another proposal because the nominee does not have
discretionary voting power and has not received instructions from the beneficial
owner.
The Corporation will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Corporation (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph and in person and arrange for brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy materials to their principals
at the expense of the Corporation.
The Corporation's principal executive offices are located at One Vision
Drive, Natick, Massachusetts 01760, telephone number (508) 650-3000.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on March 20, 1995 are
entitled to notice of and to vote at the meeting. On that date the Corporation
had outstanding and entitled to vote XX,XXX,XXX shares of Common Stock, par
value $.002 per share. Each outstanding share of the Corporation's Common Stock
entitles the record holder to one vote.
ELECTION OF DIRECTORS
Pursuant to Massachusetts law, the Board of Directors is divided into three
classes, with each class as nearly equal in number as possible. One class is
elected each year for a term of three years. It is proposed that the nominees
listed below, whose terms expire at this meeting, be elected to serve a term of
three years and
<PAGE> 4
until their successors are duly elected and qualified or until they sooner die,
resign or are removed. The Corporation presently has a Board of Directors of
five members.
The persons named in the accompanying proxy will vote, unless authority is
withheld, for the election of the nominees named below. If such nominees should
become unavailable for election, which is not anticipated, the persons named in
the accompanying proxy will vote for such substitute as the Board of Directors
may recommend. The nominees are not related to any Executive Officer of the
Corporation or its subsidiaries.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED A POSITION WITH THE CORPORATION OR PRINCIPAL
NAME OF NOMINEE AGE DIRECTOR OCCUPATION DURING THE PAST FIVE YEARS
--------------- --- ---------- -------------------------------------------
<S> <C> <C> <C>
NOMINATED FOR A TERM ENDING IN 1998:
Robert J. Shillman.................... 48 1981 Since 1981, President, Chief Executive
Officer and Chairman of the Board of
the Corporation.
William Krivsky....................... 65 1985 Since 1994, Principal of Kellogg,
Krivsky & Buttler, Inc. From 1986 to
1994, Executive Vice President of Bird
Corporation, a manufacturer and
distributor of building materials and
products and a provider of
environmental services. Mr. Krivsky
also serves as a Director of Hitchiner
Manufacturing Corporation.
SERVING A TERM ENDING IN 1997:
Anthony Sun........................... 42 1982 Since 1979, general partner of Venrock
Associates, a venture capital
partnership. Mr. Sun also serves as a
Director of Qume Corporation, Komag
Inc., Stratacom, Inc., Gupta Corp.,
Conductus Inc. and Photonics Inc.
Reuben Wasserman...................... 65 1990 Since 1985, independent business
consultant.
SERVING A TERM ENDING IN 1996:
Patrick Sansonetti.................... 50 1986 Since 1987, Senior Vice President of
Advent International Corporation, an
international venture capital firm.
From 1983 to 1987, general partner of
Hambrecht & Quist Venture Partners. Mr.
Sansonetti also serves as a Director of
Interleaf, Inc.
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During fiscal 1994, there were five meetings of the Board of Directors of
the Corporation. All of the Directors attended at least 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by committees of the Board of Directors on which they
served. The Board of Directors does not have a nominating committee. Each
non-employee Director received compensation in the amount of $1,750 for each
fiscal quarter. Each non-employee Director who served on a committee of the
Board of Directors in 1994 received an annual fee of $1,000 per committee on
which he served. In addition to such fees, the Corporation paid: $6,028 to Mr.
Wasserman for reimbursement of travel expenses and payment for consulting fees;
$11,460 to Mr. Sun as reimbursement for travel expenses; and $81 to Mr.
Sansonetti as reimbursement for travel expenses.
The Board of Directors has a Compensation/Stock Option Committee whose
members are Patrick Sansonetti, Reuben Wasserman and Anthony Sun, Chairman. The
Compensation/Stock Option Committee
2
<PAGE> 5
determines the compensation to be paid to key officers of the Corporation and
administers the Corporation's Stock Option Plans. The Compensation/Stock Option
Committee met on a total of four occasions in 1994.
The Corporation also has an Audit Committee whose present members are
Reuben Wasserman and William Krivsky, Chairman. The Audit Committee reviews with
the Corporation's independent auditors the scope of the audit for the year, the
results of the audit when completed and the independent auditor's fee for
services performed. The Audit Committee also recommends independent auditors to
the Board of Directors and reviews with management various matters related to
its internal accounting controls. During fiscal 1994 there were two meetings of
the Audit Committee.
<TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table shows as of February 27, 1995, any person who is known
by the Corporation to be the beneficial owner of more than five percent of any
class of voting securities of the Corporation. For purposes of this Proxy
Statement, beneficial ownership is defined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934 and means generally the power to vote or
dispose of the securities, regardless of any economic interest therein.
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
- - - ------------------- ------------- ----------
<S> <C> <C>
Robert J. Shillman.................................................... 3,599,800(1) 19.1%
Cognex Corporation
One Vision Drive
Natick, MA 01760
Putnam Investments, Inc............................................... 2,010,655(2) 10.8%
One Post Office Square
Boston, MA 02109
Pilgrim Baxter & Associates, Ltd...................................... 1,564,900(3) 8.3%
1255 Drummers Lane
Suite 300
Wayne, PA 19087
T. Rowe Price Associates, Inc......................................... 1,035,000(4) 5.5%
100 East Pratt Street
Baltimore, MD 21202
- - - ---------------
<FN>
(1) Includes 1,500,000 shares held by the Robert J. Shillman 1990 Irrevocable
Trust, and 100 shares held by Mr. Shillman's wife. Mr. Shillman disclaims
beneficial ownership of such shares. Includes also 88,000 shares which Mr.
Shillman has the right to acquire upon the exercise of outstanding options
exercisable currently or within 60 days.
(2) According to Schedule 13G dated January 23, 1995, Putnam Investments, Inc.,
has shared voting power over 421,880 shares and shared dispositive power
over 2,010,655 shares.
(3) According to Schedule 13G dated February 10, 1995, Pilgrim Baxter &
Associates, Ltd., has shared voting and dispositive power over 1,564,900
shares.
(4) According to Schedule 13(f) dated August 12, 1994.
</TABLE>
3
<PAGE> 6
<TABLE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following information is furnished as of February 27, 1995, with
respect to Common Stock of the Corporation beneficially owned within the meaning
of Rule 13d-3 by all Directors of the Corporation and nominees, and by all
Directors and Executive Officers of the Corporation as a group. Unless otherwise
indicated, the individuals named held sole voting and investment power over the
shares listed below.
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS
---- --------------- ----------
<S> <C> <C>
Robert J. Shillman............................................. 3,599,800(1)(2) 19.1%
Anthony Sun.................................................... 91,144(1) *
Patrick Sansonetti............................................. 48,000(1) *
Reuben Wasserman............................................... 15,000(1) *
William Krivsky................................................ 5,000(1) *
Patrick Alias.................................................. 96,000(1) *
Richard Snyder................................................. 96,000(1) *
John J. Rogers, Jr............................................. 15,000(1) *
All Directors and Executive Officers as a group (8 persons).... 3,965,944(1)(3) 21.0%
- - - ---------------
<FN>
* Less than 1%
(1) Includes the following shares which the specified individual has the right
to acquire upon the exercise of outstanding options, exercisable currently
or within 60 days: Mr. Shillman, 88,000 shares; Mr. Sun, 50,000 shares; Mr.
Sansonetti, 48,000 shares; Mr. Krivsky, 5,000 shares; Mr. Rogers, 15,000
shares; Mr. Wasserman, 15,000 shares; Mr. Snyder, 96,000 shares; and Mr.
Alias, 96,000 shares.
(2) See Footnote (1) under "Principal Holders of Voting Securities".
(3) Includes 413,000 shares which certain Directors and Executive Officers have
the right to acquire upon the exercise of outstanding options, exercisable
presently or within 60 days.
</TABLE>
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Performance Graph on page 8 shall not be incorporated by
reference into any such filing.
COMPENSATION/STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation/Stock Option Committee (the "Committee"), which determines
executive officer compensation annually. The Committee is composed of
independent directors who are not employees of the Corporation and its
determinations with respect to compensation for a fiscal year are made at the
beginning of the fiscal year.
In its deliberations, the Committee considers (i) the levels of
responsibility associated with each executive's position, (ii) the past
performance of the individual executive, (iii) the extent to which any
individual, departmental or Corporation-wide goals have been met, (iv) the
overall competitive environment and the level of compensation necessary to
attract and retain talented and motivated individuals in key positions, and (v)
the recommendations of appropriate officers of the Corporation.
4
<PAGE> 7
The Corporation's compensation program utilizes a combination of base
salaries, annual bonuses and stock option awards.
In determining the base salaries paid to the Corporation's executive
officers for the year ended December 31, 1994, the Committee considered, in
particular, their levels of responsibility, salary increases awarded in the
past, and the executive's experience and potential.
The Committee views annual bonuses as a vehicle for rewarding executives
for meeting performance objectives. The Committee establishes individual and
corporate performance targets each year. Executive officers are eligible to
receive annual cash bonuses upon achievement of such pre-determined performance
targets. The annual bonuses paid for the fiscal year ended December 31, 1994
reflect the achievement of pre-determined targets related to the Corporation's
operating income, other Company metrics, and individual goals.
The Corporation's stock option program is intended to reward the
participating executives for their efforts in building shareholder value and
improving corporate performance over the long term. The stock option program
also promotes the retention of talented executives. In determining the number of
options granted to executive officers, the Committee takes into consideration
options granted to such executives in previous years and the potential value
which may be realized upon exercise of the options as a result of appreciation
of the Corporation's stock during the option term.
In 1993 the Internal Revenue Code was amended to limit the deduction a
public company is permitted for compensation paid in 1994 and thereafter to the
chief executive officer and to the four most highly compensated executive
officers, other than the chief executive officer. Generally, amounts paid in
excess of $1 million to a covered executive, other than performance-based
compensation, cannot be deducted. In order to qualify as performance-based
compensation under the new tax law, certain requirements must be met, including
approval of the performance measures by the stockholders. The Committee intends
to consider ways to maximize deductibility of executive compensation, while
retaining the discretion the Committee considers appropriate to compensate
executive officers at levels commensurate with their responsibilities and
achievements.
COMPENSATION OF ROBERT J. SHILLMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN
The Committee established the compensation of Robert J. Shillman, the
President, Chief Executive Officer and Chairman of the Board of Directors of the
Corporation for the fiscal year ended December 31, 1994 using the same criteria
that were used to determine the compensation of other executive officers as
described above. Mr. Shillman's base compensation was increased approximately 2%
in general recognition of his level of responsibility and his individual efforts
for the benefit of the Corporation. The annual bonus of $211,682 received by Mr.
Shillman for the fiscal year ended December 31, 1994 was based upon the
achievement by the Corporation of pre-determined targets with respect to
operating income and is intended to reward Mr. Shillman for his role in the
achievement of that objective. It should be noted that the Corporation's
operating income for the year ended December 31, 1994 increased 48% over
operating income for the year ended December 31, 1993.
The foregoing report has been approved by all members of the Committee.
COMPENSATION/STOCK OPTION COMMITTEE
Patrick J. Sansonetti
Anthony Sun, Chairman
Reuben Wasserman
5
<PAGE> 8
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Messrs. Sansonetti, Wasserman and Sun served as members of the
Compensation/Stock Option Committee during fiscal 1994. They were neither
officers nor employees of the Corporation or any of its subsidiaries during
fiscal 1994.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR COGNEX CORPORATION
<TABLE>
<CAPTION>
NASDAQ COM-
NASDAQ STOCK PUTER AND DA
MEASUREMENT PERIOD COGNEX COR- MARKET (US TA PROCESSING
(FISCAL YEAR COVERED) PORATION COMPANIES) STOCKS
<S> <C> <C> <C>
12/29/89 100.00 100.00 100.00
12/31/90 143.2 84.9 106.5
12/31/91 243.2 136.3 214.7
12/31/92 195.1 158.6 231.0
12/31/93 291.4 180.9 244.6
12/30/94 508.6 176.9 297.9
</TABLE>
NOTES
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. the index level for all series was set to $100.0 on 12/29/89.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid to the Corporation's Chief Executive Officer and each of the Corporation's
Executive Officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Corporation and its subsidiaries for the Corporation's three fiscal years
ended December 31, 1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION -------------
NAME AND ---------------------- STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) (SHARES) COMPENSATION(2)
------------------ ---- --------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Robert J. Shillman.............. 1994 $181,539 $211,682 0 $ 903
President & CEO 1993 178,096 197,750 320,000(4) 1,079
1992 166,269 20,000(3) 400,000(5) 974
Patrick Alias................... 1994 $176,635 $168,893 0 $ 903
Executive Vice 1993 173,096 139,670 240,000(4) 1,044
President, Sales and Marketing 1992 166,269 0 200,000 974
Richard Snyder.................. 1994 $176,635 $ 85,848 0 $1,495
Executive Vice 1993 173,096 69,460 240,000(4) 1,728
President, Operations 1992 166,269 0 200,000 974
John J. Rogers, Jr.............. 1994 $ 98,216 $ 55,250 50,000 $ 205
Chief Financial Officer, 1993 91,790 33,000 100,000(4) 179
Vice President and Treasurer 1992 86,423 0 70,000(5) 135
- - - ---------------
<FN>
(1) Salary and bonus amounts are presented in the year earned. The payment of
such amounts may have occurred in other years.
(2) Amounts included are for insurance premiums paid by the Corporation for the
benefit of the named Executive Officer.
(3) Represents the final payment from a bonus plan initiated in 1989 pertaining
to a special project.
(4) Includes as to the following Executive Officers options granted under the
1993 Stock Option Plan, approved by the shareholders in 1994: Mr. Shillman,
250,000 shares; Mr. Alias, 200,000 shares, Mr. Snyder, 200,000 shares and
Mr. Rogers, 100,000 shares.
(5) Includes as to the following Executive Officers options granted that were
later revoked and terminated by the Board of Directors: Mr. Shillman,
200,000 shares; Mr. Alias, 200,000 shares; Mr. Snyder, 200,000 shares; and
Mr. Rogers, 20,000 shares.
</TABLE>
7
<PAGE> 10
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal 1994 to
the named Executive Officers. Pursuant to applicable regulations of the
Securities and Exchange Commission, the following table also sets forth the
hypothetical value which might be realized with respect to such options based on
assumed rates of stock appreciation of 5% and 10% compounded annually from date
of grant to the end of the option terms.
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------ POTENTIAL REALIZABLE
PERCENTAGE VALUE AT ASSUMED
OF TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION FOR
UNDERLYING EMPLOYEES OR BASE -----------------------
OPTIONS IN FISCAL PRICE EXPIRATION OPTION TERM (1)
NAME GRANTED 1994 (PER SHARE) DATE 5% 10%
- - - ---- ---------- -------- ----------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
John J. Rogers, Jr........... 50,000(2) 12.69% $21.219 12/13/04 $667,226 $1,690,881
Chief Financial Officer,
Vice President, Treasurer
- - - ---------------
<FN>
(1) These values are based on assumed rates of appreciation only. Actual gains,
if any, on shares acquired on option exercises are dependent on the future
performance of the Corporation's Common Stock. There can be no assurance
that the values reflected in this table will be achieved.
(2) Options have a ten year term and vest at the rate of 20% per year over a
five year period commencing one year from the date of grant.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND 12/31/94 OPTION VALUES
The following table provides information on option exercises and on the
value of the named Executive Officers' unexercised options at December 31, 1994.
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 12/31/94 OPTIONS AT 12/31/94(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Shillman...... 40,000 $645,000 24,000 406,000 $ 388,750 $5,420,000
President & CEO
Patrick Alias........... 20,000 $289,380 78,000 312,000 $1,483,750 $4,160,000
Executive Vice
President, Sales and
Marketing
Richard Snyder.......... 0 $ 0 68,000 322,000 $1,287,500 $4,356,250
Executive Vice
President, Operations
John J. Rogers, Jr...... 7,500 $115,312 10,000 177,500 $ 189,843 $1,822,015
Chief Financial Officer,
Vice President,
Treasurer
- - - ---------------
<FN>
(1) Value of unexercised stock options represents difference between the
exercise prices of the stock options and the closing price of the
Corporation's Common Stock on NASDAQ National Market System on December 31,
1994.
</TABLE>
8
<PAGE> 11
(2) Value realized on exercise represents difference between the exercise prices
of the stock options and the trading price of the Corporation's Common
Stock on NASDAQ National Market System on the date of exercise.
PROPOSED AMENDMENT INCREASING THE NUMBER OF SHARES OF COMMON
STOCK WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE FROM
25,000,000 SHARES TO 60,000,000
On March 6, 1995, the Board of Directors adopted the following resolution:
RESOLVED:That this Board of Directors deems it advisable that the Articles
of Organization of this corporation be amended so as to increase
the total number of shares of Common Stock which this corporation
shall have authority to issue from 25,000,000 shares, with a par
value of $.002 per share, to 60,000,000 shares, with a par value
of $.002 per share.
The Board of Directors also directed that the proposed amendment be
submitted for action at the Special Meeting of Stockholders in Lieu of the 1995
Annual Meeting to be held on April 25, 1995.
Increase in Number of Shares of Common Stock. If approved by the
stockholders, the amendment will authorize the Company to issue an additional
35,000,000 shares of the Company's Common Stock, par value $.002 per share. As
of February 27, 1995, there were 25,000,000 shares of Common Stock authorized,
of which 18,793,349 shares were outstanding, 4,786,902 were available for
issuance pursuant to the Company's stock option plans, and 116,179 shares were
available for issuance pursuant to the Company's Employee Stock Purchase Plan.
The Board of Directors is empowered under the Articles of Organization of the
Company to issue shares of authorized stock without further stockholder
approval. The holders of the Company's Common Stock do not have preemptive
rights.
Appraisal Rights in Respect of the Proposed Amendment. Under the
applicable provisions of the Massachusetts Business Corporation Law, the
Company's stockholders have no appraisal rights with respect to the proposed
amendment.
Recommendations of the Board of Directors. As of February 27, 1995, there
were 1,303,570 shares available for issuance and not otherwise reserved of the
Company's Common Stock. Accordingly, the Board of Directors believes that the
number of authorized shares of Common Stock should be increased by 35,000,000 to
provide sufficient shares for use for such corporate purposes as may be
determined advisable by the Board of Directors, without further action or
authorization by the stockholders. Such corporate purposes might include the
acquisition of capital funds through the sale of stock, the acquisition of other
corporations or properties, or the declaration of stock dividends in the nature
of a stock split. There are no current plans, agreements, arrangements, or
understandings with respect to the issuance of any of the shares of Common Stock
which would be authorized by the amendment; however, the Board of Directors
believes that the availability of shares would afford the Company flexibility in
considering and implementing any of the corporate transactions enumerated above.
Accordingly, the Board of Directors recommends a vote for the proposed
amendment.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand as independent
auditors to examine the consolidated financial statements of the Corporation and
its subsidiaries for the fiscal year ended December 31, 1995.
A representative of Coopers & Lybrand is expected to be present at the
meeting and will have the opportunity to make a statement if he or she so
desires and to respond to appropriate questions. The
9
<PAGE> 12
engagement of Coopers & Lybrand was approved by the Board of Directors at the
recommendation of the Audit Committee of the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors and persons owning more than 10% of the
outstanding Common Stock of the Corporation to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
Directors and greater than 10% holders of Common Stock are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on copies of such forms furnished as provided above, or
written representations that no Forms 5 were required, the Corporation believes
that during the year ended December 31, 1994, all Section 16(a) filing
requirements applicable to its officers, Directors and owners of greater than
10% of its Common Stock were complied with.
DEADLINES FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission, any
proposal submitted for inclusion in the Corporation's Proxy Statement relating
to the Annual Meeting of Stockholders to be held in 1996 must be received at the
Corporation's principal executive offices in Natick, Massachusetts on or before
November 27, 1995. Receipt by the Corporation of any such proposal from a
qualified stockholder in a timely manner will not ensure its inclusion in the
proxy material because there are other requirements in the proxy rules for such
inclusion.
In addition to the Securities and Exchange Commission requirements
regarding stockholder proposals, the Corporation's By-Laws contain provisions
regarding matters to be brought before stockholder meetings. If stockholder
proposals, including proposals regarding the election of Directors, are to be
considered at the 1996 Annual Meeting, notice of them whether or not they are
included in the Corporation's proxy statement and form of proxy, must be given
by personal delivery or by United States mail, postage prepaid, to the Clerk of
the Corporation on or before February 9, 1996.
OTHER MATTERS
Management knows of no matters which may properly be and are likely to be
brought before the meeting other than the matters discussed herein. However, if
any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
The cost of this solicitation will be borne by the Corporation. It is
expected that the solicitation will be made primarily by mail, but regular
employees or representatives of the Corporation (none of whom will receive any
extra compensation for their activities) may also solicit proxies by telephone,
telegraph and in person and arrange for brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy material to their principals
at the expense of the Corporation.
10-K REPORT
THE CORPORATION WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURI-
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TIES AND EXCHANGE COMMISSION FOR THE CORPORATION'S MOST RECENT FISCAL YEAR,
WITHOUT CHARGE, UPON RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST
SHOULD BE SENT TO JOHN J. ROGERS, JR., COGNEX CORPORATION, ONE VISION DRIVE,
NATICK, MASSACHUSETTS 01760.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
ANTHONY J. MEDAGLIA, JR., Clerk
Natick, Massachusetts
March 24, 1995
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COGNEX CORPORATION
SPECIAL MEETING IN LIEU OF
1995 ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
PROXY
The undersigned hereby appoints Robert J. Shillman and Anthony J.
Medaglia, Jr., and each of them, with full power of substitution, proxies to
represent the undersigned at a Special Meeting in Lieu of the 1995 Annual
Meeting of Stockholders of COGNEX CORPORATION to be held April 25, 1995 at
10:00 a.m. at the offices of Hutchins, Wheeler & Dittmar, A Professional
Corporation, 101 Federal Street, Suite 3100, Boston, Massachusetts, and at any
adjournments thereof, to vote in the name and place of the undersigned, with
all powers which the undersigned would possess if personally present, all of
the shares of COGNEX CORPORATION standing in the name of the undersigned upon
such business as may properly come before the meeting, including the following
as set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE (SEE REVERSE SIDE)
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/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE
VOTED FOR THE ELECTION OF DIRECTORS AS SET FORTH IN THE PROXY STATEMENT AND FOR
PROPOSAL 2.
1. Election of Directors
Nominees: Robert J. Shillman and William Krivsky
FOR WITHHELD MARK HERE
/ / / / IF YOU PLAN
TO ATTEND
THE MEETING / /
MARK HERE
FOR ADDRESS
CHANGE AND
- - - ------------------------------------------- NOTE BELOW / /
(Instructions: write on the line above the
name(s) of the nominee(s) for whom your
vote is to be withheld.)
2. Proposal to approve an FOR AGAINST ABSTAIN
amendment of the Articles of / / / / / /
Organization of Cognex
Corporation to increase the
number of authorized shares
of common stock from
25,000,000 shares to
60,000,000 shares.
3. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the meeting.
Please sign exactly as your name(s) appear(s) on the Proxy. When
shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
Signature: ____________________________________ Date ______________
Signature: ____________________________________ Date ______________
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