<PAGE> 1
As filed with the Securities and Exchange Commission on April 15, 1996
Registration No. 333-1657
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO 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 Number)
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 check the
following box and 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. / /
----------------------
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
PROSPECTUS
- ----------
1,078,380 Shares
COGNEX CORPORATION
Common Stock
This Prospectus relates to shares of Common Stock of Cognex Corporation
(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 $36,112.00.
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 March 11,
1996, the last sale price for the Common Stock, as reported by NASDAQ was
$21.9375 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 April 1, 1996
<PAGE> 3
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, 1995 (which incorporates by reference certain portions of the
Company's 1995 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 1996 Special Meeting in lieu of Annual
Meeting of Stockholders held on April 23, 1996).
(b) The description of the Company's Common Stock included in
registration statements and reports filed under the Exchange Act.
(c) The Company's Current Report on Form 8-K relating to the acquisition
by the Company of Acumen Incorporated filed with the Commission on October 4,
1995.
(d) The Company's Current Report on Form 8-K relating to the
acquisition by the Company of Isys Controls, Inc. filed with the Commission on
March 15, 1996.
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 Executive Vice President and Chief Financial Officer, Cognex Corporation,
One Vision Drive, Natick, Massachusetts 01760 (telephone number (508) 650-3000).
- 2 -
<PAGE> 4
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> 5
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 (OEM's) who have the ability
to configure their own vision solutions using the software tools and hardware
platforms provided by the Company.
On February 29, 1996, the Company acquired Isys Controls, Inc. ("Isys"),
a developer of ultra-high performance vision systems that automatically detect
and classify surface flaws and defects on a variety of high value added
materials. The acquisition was accomplished pursuant to an Agreement and Plan of
Merger dated as of February 29, 1996 (the "Merger Agreement") pursuant to which
Cognex Software Development, Inc. ("the Merger Sub"), a wholly owned subsidiary
of Cognex, was merged with and into Isys. Pursuant to the Merger Agreement, Isys
is the surviving corporation and all shares of Isys common stock outstanding
immediately prior to the merger were converted into shares of common stock of
Cognex. An aggregate of 1,078,380 shares of common stock of Cognex were
exchanged for Isys shares in the merger. Isys shares with certain restrictions
were exchanged for 253,547 shares of Cognex common stock with equivalent
restrictions, and an additional 68,042 shares of Cognex common stock were
reserved for issuance upon the exercise of Isys options which became options to
purchase Cognex common stock as a result of the merger. The 1,078,380 shares of
common stock of Cognex exchanged for Isys shares in the Merger are being
registered by means of this Registration Statement. A Registration Statement on
Form S-8 which will be filed in accordance with the terms of the Merger
Agreement with respect to the shares of restricted common stock and common
stock issuable upon the exercise of options.
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.
- 4 -
<PAGE> 6
<TABLE>
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 Stock Market.
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Fiscal 1993
First Quarter $ 6 9/16 $4 5/8
Second Quarter 7 3/16 5 5/16
Third Quarter 8 13/16 6 15/16
Fourth Quarter 8 1/2 5 1/2
Fiscal 1994
First Quarter $14 $6 3/4
Second Quarter 11 1/8 5 7/8
Third Quarter 11 1/8 6 7/8
Fourth Quarter 13 11/16 8 1/4
Fiscal 1995
First Quarter $14 3/4 $10 1/2
Second Quarter 20 1/4 13 1/4
Third Quarter 27 5/8 18 1/4
Fourth Quarter 38 1/2 19 1/4
Fiscal 1996
First Quarter
(through March 11, 1996) $35 $18
</TABLE>
Share prices above reflect two-for-one stock split, effected in the form of a
stock dividend, of the Company's Common Stock effected on December 18, 1995.
On March 11, 1996, the last reported sale price of the Common Stock on
the Nasdaq National Market was $21.9375 per share. As of March 8, 1996, the
approximate number of record holders of the Common Stock was 422.
The Company has never paid cash dividends on shares of Common Stock and
does not expect to pay cash dividends in the foreseeable future. The Company
intends to retain all of its available funds for the operation and expansion of
its business.
- 5 -
<PAGE> 7
<TABLE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 8, 1996 and as adjusted to
reflect the sale of shares offered by this Prospectus by the Selling
Stockholders.
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering
----------------- --------------
Name Number Percent Number Percent
- ---- ------ ------- ------ -------
<S> <C> <C> <C> <C>
George M.W. Badger 9,309 * 0 *
and Nancy N. Badger,
Co-Trustees, or successor(s),
of The Badger 1992 Trust, U/A
of Trust dated April 20, 1992
Badger, John C. 68,890 * 0 *
Barber, Thomas and Helen 9,799 * 0 *
Bartlett, John 4,899 * 0 *
Crane and Company, Inc. 132,351 * 0 *
Franklin Kao Retirement 2,204 * 0 *
Trust
Frost, David H. 5,144 * 0 *
Ronald G. & Lois M. Hayes 14,699 * 0 *
Living Trust
Hiramatsu, Anna 24,111 * 0 *
Ishkawa, Kiyotaka Erol 31,376 * 0 *
John Stuart McMenamin & 734 * 0 *
Laurel Marie McMenamin
Jones, Michael and Mary 734 * 0 *
Kao, Theodore 5,879 * 0 *
Kimizuka, Hiroyuki 7,839 * 0 *
Leong, Jeffrey and Lillian 14,699 * 0 *
Leong, Jonathan 108,719 * 0 *
Margan, David 4,899 * 0 *
Moe, Rolf 9,799 * 0 *
David Michael Ott and 1,469 * 0 *
and Cynthia Ott
Rombach, Richard R. 205,053 * 0 *
Sanichas, Mary 2,939 * 0 *
</TABLE>
- 6 -
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Schulze, Gregg 783 * 0 *
Takeuchi, James M. 23,465 * 0 *
and Shirley
Ungerer GmbH & Co. 230,663 * 0 *
UNR Industries, Inc. 126,077 * 0 *
Yankes, Robert J. 22,048 * 0 *
Yosten, Jim L. 9,799 * 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 Stock 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). 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.
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<PAGE> 9
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, 101 Federal Street, 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, 1995 and 1994 and the
consolidated statements of income, cash flows and stockholders' equity for each
of the three years in the period ended December 31, 1995 of Cognex Corporation
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.
The balance sheet as of March 25, 1995 and the statements of income,
cash flows and stockholders' equity for the year ended March 25, 1995 of Acumen
Incorporated 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.
The balance sheet as of September 30, 1995 and the statements of
income, cash flows and stockholders' equity for the year ended September 30,
1995 of Isys Controls, Inc. incorporated by reference herein 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.
- 8 -
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
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:
<CAPTION>
<S> <C>
Registration fee under Securities Act.... $ 7,112.00
Legal fees and expenses.................. $ 7,500.00
Accounting fees and expenses............. $ 3,000.00
Miscellaneous............................ $18,500.00
Total.................................... $36,112.00
----------
</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 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 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
II-1
<PAGE> 11
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 been 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>
2.1* Agreeement and Plan of Merger, dated as of February 29, 1996, by and
among Cognex Corporation, Cognex Software Development, Inc., Isys
Controls, Inc. and Richard Rombach.
5.1* Opinion and consent of Hutchins, Wheeler & Dittmar,
A Professional Corporation.
23.1** Consent of Coopers & Lybrand L.L.P.
23.2*** Consent of Coopers & Lybrand L.L.P.
24.1* Powers of Attorney (included on Page II-4).
<FN>
* Previously filed with this registration statement.
** Filed herewith in amended form.
*** Filed herewith.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
<TABLE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
<CAPTION>
<S> <C>
(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;
</TABLE>
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 filed 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;
II-2
<PAGE> 12
(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, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 13
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 11th day of March, 1996.
COGNEX CORPORATION
By: /s/ John J. Rogers, Jr.
------------------------------
John J. Rogers, Jr.
Executive Vice President,
Chief Financial Officer and
Treasurer (principal financial
and accounting officer)
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. Shillman*
________________________ President, Chief Executive April 11, 1996
Robert J. Shillman Officer and Chairman of the
Board of Directors (principal
executive officer)
/s/ John J. Rogers, Jr.
________________________ Executive Vice President, April 11, 1996
John J. Rogers, Jr. Chief Financial Officer and
Treasurer (principal financial
and accounting officer)
/s/ Reuben Wasserman*
________________________ Director April 11, 1996
Reuben Wasserman
/s/ William Krivsky*
________________________ Director April 11, 1996
William Krivsky
/s/ Patrick Sansonetti*
________________________ Director April 11, 1996
Patrick Sansonetti
/s/ Anthony Sun*
____________________ Director April 11, 1996
Anthony Sun
*By: /s/ John J. Rogers, Jr.
-----------------------
John J. Rogers, Jr.
Attorney-in-fact
</TABLE>
II-4
<PAGE> 14
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreeement and Plan of Merger, dated as of February 29, 1996, by and among
Cognex Corporation, Cognex Software Development, Inc., Isys Controls, Inc. and
Richard Rombach.
5.1* Opinion and Consent of Hutchins, Wheeler
& Dittmar, A Professional Corporation
23.1** Consent of Coopers & Lybrand L.L.P.
23.2*** Consent of Coopers & Lybrand L.L.P.
24.1* Powers of Attorney (included on Page II-4)
<FN>
* Previously filed with this registration statement.
** Filed herewith in amended form.
*** Filed herewith.
</TABLE>
II-5
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-1657) of (1) our reports dated
January 26, 1996, except as to the information in the Subsequent Event note for
which the date is February 29, 1996, on our audits of the consolidated financial
statements and financial statement schedule of Cognex Corporation and (2) our
report dated September 29, 1995, on our audit of the financial statements of
Acumen Incorporated as of and for the year ended March 25, 1995 included in the
Form 8-K dated October 4, 1995 of Cognex Corporation. We also consent to the
reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
--------------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 11, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Form S-3 of our report, dated March 8, 1996, on our audits of the
financial statements of Isys Controls, Inc. as of, and for the years ended
September 30, 1995 and 1994, which report is included in the Current Report on
Form 8-K, dated March 15, 1996, of Cognex Corporation.
/s/ COOPERS & LYBRAND L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
San Francisco, California
April 12, 1996
