Registration Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The SECURITIES ACT OF 1933
COGNEX CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2713778
State of Incorporation (IRS Employer Identification Number)
One Vision Drive, Natick, Massachusetts 01760-2059
(Address of Principal Executive Offices)
(508) 650-3000
(Registrant's telephone number, including area code)
COGNEX CORPORATION
1993 Stock Option Plan
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(l) Per Share Price Fee(2)
<S> <C> <C> <C> <C>
Common Stock,
par value
$.002 per share 3,000,000 shares $17.3125 $51,937,500 $17,910.00
</TABLE>
<PAGE>
(1) Also registered hereunder are such additional number of shares of common
stock, presently indeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan to which this Registration Statement
relates.
(2) The registration fee has been calculated on the basis of the average of
the high and low sale prices on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") on May 21, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to filing of a Post-Effective Amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
(a) The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference, audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All of the reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
Inapplicable
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation, is
Clerk of the Company. Mr. Medaglia owns 48,602 shares of the Company's Common
Stock. In addition, Mr. Medaglia holds non-qualified options to purchase an
aggregate of 22,400 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. 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 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."
Article VII of the By-laws of the Company provides as follows:
<PAGE>
ARTICLE VII
Indemnification of Directors and Others
Section 7.1 Definitions
For purposes of this Article VII:
(a) "Director/officer" means any person who is serving or has served as a
Director, officer, employee or other agent of the Corporation appointed or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving or has served at the request of the Corporation as a Director,
officer, trustee, principal, partner, employee or other agent of any other
organization.
(b) "Proceeding" means any action, suit or proceeding, civil or criminal,
brought or threatened in or before any court, tribunal, administrative or
legislative body or agency.
(c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding.
Section 7.2 Right to Indemnification
Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article VII, each Director/officer (and his heirs and personal representatives)
shall be indemnified by the Corporation against any Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as a Director/officer.
Section 7.3 Indemnification not Available
No indemnification shall be provided to a Director/officer with respect to
a Proceeding as to which it shall have been adjudicated that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.
Section 7.4 Compromise or Settlement
In the event that a Proceeding is compromised or settled so as to impose
any liability or obligation on a Director/officer or upon the Corporation, no
indemnification shall be provided as to said Director/officer with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Corporation.
<PAGE>
Section 7.5 Advances
The Corporation shall pay sums on account of indemnification in advance of
a final disposition of a Proceeding, upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 7.3 and 7.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
Section 7.6 Not Exclusive
Nothing in this Article VII shall limit any lawful rights to
indemnification existing independently of this Article VII.
Section 7.7 Insurance
The provisions of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer against any Expense, whether or not the Corporation would
have the power to indemnify him against such Expense under this Article VII.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Number Description
4A Cognex Corporation 1993 Stock Option Plan, as amended.
5 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to legality of shares being registered
and consent of Hutchins, Wheeler &
Dittmar, A Professional Corporation.
23 Consents of Independent Accountants - included in
Registration Statement under heading "Consent of
Independent Accountants."
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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 (a)(l)(i) and (a)(l)(ii) do not apply if 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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 initial 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.
(b) The undersigned registrant hereby undertakes that, for purposes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) The undersigned registrant hereby undertakes, that, 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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Natick, Massachusetts on May 22, 1996.
COGNEX CORPORATION
By /s/ Robert J. Shillman
------------------------
Robert J. Shillman
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Title Date
<S> <C>
/s/ Robert J. Shillman President, Chief May 22, 1996
- ------------------------
Robert J. Shillman Executive Officer
and Chairman of the
Board of Directors
/s/ John J. Rogers, Jr. Executive Vice President, May 22, 1996
- ------------------------
John J. Rogers, Jr. Chief Financial Officer and
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Reuben Wasserman Director May 22, 1996
- -------------------------
Reuben Wasserman
/s/ William A. Krivsky Director May 22, 1996
- -------------------------
William A. Krivsky
- ------------------------- Director
Patrick J. Sansonetti
/s/ Anthony Sun
- ------------------------- Director May 22, 1996
Anthony Sun
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COGNEX CORPORATION
(Exact name of registrant as specified in its charter)
<PAGE>
Exhibit 4A
COGNEX CORPORATION
1993 STOCK OPTION PLAN
As Amended November 14, 1995
and February 25, 1996
1. Purpose of the Plan.
This stock option and stock award plan (the "Plan") is intended to
encourage ownership of the stock of Cognex Corporation (the "Company") by key
employees of, and other key individuals engaged to provide services to, the
Company and its subsidiaries, to induce qualified personnel to enter and remain
in the employ of, or otherwise provide services to, the Company or its
subsidiaries and to provide additional incentive for optionees to promote the
success of its business.
2. Stock Subject to the Plan.
(a) The total number of shares of the authorized but unissued or
Treasury shares of the common stock, $.002 par value, of the Company ("Common
Stock") for which options may be granted under the Plan shall not exceed
8,000,000 shares, subject to adjustment as provided in Section 12 hereof. In
addition, a maximum of 1,000,000 shares of authorized but unissued or Treasury
shares of Common Stock, subject to adjustment as provided in Section 12 hereof,
shall be available for stock awards under the Plan. The payment of stock
dividends and dividend equivalents settled in Common Stock in connection with
outstanding awards shall not be counted against the shares available for
issuance under the Plan.
(b) If an option granted hereunder shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for subsequent option grants under the Plan. To
the extent that any stock award shall lapse,
<PAGE>
terminate, expire or otherwise be cancelled without the issuance of shares of
Common Stock, or to the extent any stock award is settled in cash, the shares of
Common Stock covered by such grant shall again be available for the granting of
stock awards under the Plan. The provisions of this Section 2(b) shall apply
only to the extent permitted under rules promulgated by the Securities and
Exchange Commission pursuant to Section 16 of the Securities Exchange Act of
1934, and in the event of any conflict with such rules, the requirements imposed
by the Securities and Exchange Commission including those requirements which are
a prerequisite for exemptive relief under Section 16 shall control.
(c) Stock issuable upon exercise of an option granted under the Plan or
issuable as a stock award under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Committee (as defined below).
3. Administration of the Plan. The Plan shall be administered by a
committee consisting of two or more members of the Company's Board of Directors,
each of whom is a disinterested person as defined from time to time in Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the "1934 Act").
Such committee shall be known as the "Stock Option/Award Committee" (the
"Committee"). The Board of Directors may from time to time appoint a member or
members of the Committee in substitution for or in addition to the member or
members then in office and may fill vacancies on the Committee however caused.
The Committee shall choose one of its members as Chairman and shall hold
meetings at such times and places as it shall deem advisable. A majority of the
members of the Committee shall constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken without the necessity of a meeting by a written
<PAGE>
instrument signed by a majority of the Committee. The decision of the Committee
as to all questions of interpretation and application of the Plan shall be
final, binding and conclusive on all persons. The Committee shall have the
authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any option agreement or award granted hereunder in the manner and to
the extent it shall deem expedient to carry the Plan into effect and shall be
the sole and final judge of such expediency. No Committee member shall be liable
for any action or determination made in good faith.
4. Type of Options.
Options granted pursuant to the Plan shall be authorized by action of
the Committee and may be designated as either incentive stock options meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified options which are not intended to meet the
requirements of such Section 422 of the Code, the designation to be in the sole
discretion of the Committee.
4A. Stock Awards.
(a) The Committee may grant, subject to the limitation on the number of
shares of Common Stock available under Section 2 hereof, stock awards to
employees of and other key individuals engaged to provide services to the
Company and its subsidiaries. A stock award may be made in stock or denominated
in stock subject to final settlement in cash or stock. Each stock award granted
shall be subject to such terms and conditions as the Committee, in its sole
discretion, shall determine and establish. These may include, but are not
limited to establishing
<PAGE>
a holding period during which stock issued pursuant to an award may not be
transferred, requiring forfeiture of the stock award because of termination of
employment or failure to achieve specific objectives such as measures of
individual, business unit or Company performance, including stock price
appreciation. In determining a person's eligibility to be granted an award, as
well as in determining the number of shares to be awarded to any person, the
Committee shall take into account the person's position and responsibilities,
the nature and value to the Company or its subsidiaries of such person's service
and accomplishments, such person's present and potential contribution to the
success of the Company or its subsidiaries, and such other factors as the
Committee may deem relevant.
(b) The Committee may provide that a stock award earn dividends or
dividend equivalents, which may be paid currently or may be deferred in payment,
including reinvestment in additional shares covered by the applicable stock
award, all on such terms and conditions as the Committee shall deem appropriate.
(c) The Committee shall require that for any stock award to be
effective, the recipient of the award shall execute an Award Agreement at such
time and in such form as the Committee shall determine. Any Award Agreement may
require that for any or some of the shares issued, the awardee must pay a
minimum consideration, whether in cash, property or services, as may be required
by applicable law or the Committee, as the Committee shall determine.
(d) A stock award may be granted singly or in combination or in tandem
with another stock award or stock option. A stock award may also be granted as
the payment form in settlement of a grant or right under any other Company
employee benefit or compensation
<PAGE>
plan, including the plan of an acquired entity.
(e) Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to receive stock awards pursuant to the Plan.
(f) No award granted to any person under the Plan shall be assignable
or transferable otherwise than by will or the laws of descent and distribution.
Any award granted under the Plan shall be null and void and without effect upon
any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, trustee process
or similar process, whether legal or equitable, upon such award.
5. Eligibility for the Grant of Options.
Options designated as incentive stock options may be granted only to
officers and key employees of the Company or of any subsidiary corporation
(herein called "subsidiary" or "subsidiaries"), as defined in Section 424 of the
Code and the Treasury Regulations promulgated thereunder (the "Regulations").
Options designated as non-qualified options may be granted to officers, key
employees and other key individuals engaged to provide services to the Company
or any of its subsidiaries.
Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted an option pursuant to the Plan.
In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Committee shall take into account the position and
responsibilities of the individual being considered, the nature and value to the
Company or its subsidiaries of his or her service and accomplishments, his or
her
<PAGE>
present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Committee may deem relevant.
No option designated as an incentive stock option shall be granted to
any employee of the Company or any subsidiary if such employee owns, immediately
prior to the grant of an option, stock representing more than 10% of the voting
power or more than 10% of the value of all classes of stock of the Company or a
parent or a subsidiary, unless the purchase price for the stock under such
option shall be at least 110% of its fair market value at the time such option
is granted and the option, by its terms, shall not be exercisable more than five
years from the date it is granted. In determining the stock ownership under this
paragraph, the provisions of Section 424(d) of the Code shall be controlling. In
determining the fair market value under this paragraph, the provisions of
Section 7 hereof shall apply.
The maximum number of shares with respect to which an option or options
may be granted to any employee in any one taxable year of the Company shall not
exceed 500,000, taking into account shares granted during such taxable period
under options that have terminated.
6. Option Agreement.
Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Committee, provided that options designated as incentive stock options shall
meet all of the conditions for incentive stock options as defined in
<PAGE>
Section 422 of the Code. The date of grant of an option shall be as determined
by the Committee. More than one option may be granted to an individual.
7. Option Price.
The option price or prices of shares of the Company's Common Stock for
options designated as non-qualified stock options shall be determined by the
Committee, but in no event shall the option price of a non-qualified stock
option be less than the par value of such Common Stock at the time the option is
granted. The option price or prices of shares of the Company's Common Stock for
incentive stock options shall be no less than the fair market value of such
Common Stock at the time the option is granted as determined by the Committee in
accordance with Section 422 of the Code and the Regulations promulgated
thereunder.
8. Manner of Payment; Manner of Exercise.
(a) Options granted under the Plan may provide for the payment of the
exercise price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
Common Stock of the Company owned by the optionee having a fair market value
equal in amount to the exercise price of the options being exercised, or (iii)
any combination of (i) and (ii), provided, however, that payment of the exercise
price by delivery of shares of Common Stock of the Company owned by such
optionee may be made only if such payment does not result in a charge to
earnings for financial accounting purposes as determined by the Committee. The
fair market value of any shares of the Company's Common Stock which may be
delivered upon exercise of an option shall be determined by the Committee in
accordance with Section 7 hereof. With the consent of the Committee, payment may
also be made by delivery of a properly executed exercise notice to the
<PAGE>
Company, together with a copy of irrevocable instruments to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the exercise
price. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
(b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, after fifteen (15) but not more
than thirty (30) days from the date of receipt of the notice by the Company, as
shall be designated in such notice, or at such time, place and manner as may be
agreed upon by the Company and the person or persons exercising the option.
9. Exercise of Options.
Each option granted under the Plan shall, subject to Section 10(b) and
Section 12 hereof, be exercisable at such time or times and during such period
as shall be set forth in the Agreement; provided, however, that no incentive
stock option granted under the Plan shall have a term in excess of ten (10)
years from the date of grant, and no non-qualified stock option granted under
the Plan shall have a term in excess of fifteen (15) years from the date of
grant.
To the extent that an option to purchase shares is not exercised by an
optionee when it
<PAGE>
becomes initially exercisable, it shall not expire but shall be carried forward
and shall be exercisable, on a cumulative basis, until the expiration of the
exercise period. No partial exercise may be made for less than two hundred fifty
(250) full shares of Common Stock.
10. Term of Options; Exercisability.
(a) Term.
(1) Each incentive stock option shall expire not more than ten
(10) years from the date of the granting thereof, but shall be subject to
earlier termination as herein provided. Each non-qualified stock option shall
expire not more than fifteen (15) years from the date of the granting thereof,
but shall be subject to earlier termination as herein provided.
(2) Except as otherwise provided in this Section 10, an option
granted to any employee optionee who ceases to be an employee of the Company or
one of its subsidiaries shall terminate on the seventh business day after the
date such optionee ceases to be an employee of the Company or one of its
subsidiaries, or on the date on which the option expires by its terms, whichever
occurs first.
(3) If such termination of employment is because of dismissal
for cause or because the employee is in breach of any employment agreement, such
option will terminate immediately on the date the optionee ceases to be an
employee of the Company or one of its subsidiaries.
(4) If such termination of employment is because the optionee
has become permanently disabled (within the meaning of Section 22(e)(3) of the
Code), such option shall terminate on the last day of the twelfth month from the
date such optionee ceases to be an employee, or on the date on which the option
expires by its terms, whichever occurs first.
<PAGE>
(5) In the event of the death of any optionee, any option
granted to such optionee shall terminate on the last day of the twelfth month
from the date of death, or on the date on which the option expires by its terms,
whichever occurs first.
(6) Notwithstanding subparagraphs (2), (3), (4) and (5) above,
the Committee shall have the authority to extend the expiration date of any
outstanding option in circumstances in which it deems such action to be
appropriate, provided that no such extension shall extend the term of an option
beyond the date on which the option would have expired if no termination of the
optionee's employment had occurred.
(b) Exercisability.
(1) An option granted to an employee optionee who ceases to be
an employee of the Company or one of its subsidiaries shall be exercisable only
to the extent that the right to purchase shares under such option has accrued
and is in effect on the date such optionee ceases to be an employee of the
Company or one of its subsidiaries.
(2) In the event of the death of any optionee, the option
granted to such optionee may be exercised by the estate of such optionee, or by
any person or persons who acquired the right to exercise such option by bequest
or inheritance or by reason of the death of such optionee.
11. Options Not Transferable.
The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution, and any such option shall be
exercisable during the lifetime of such optionee only by him or her. Any option
granted under the Plan shall be null and void and without effect
<PAGE>
upon the bankruptcy of the optionee to whom the option is granted, or upon any
attempted assignment or transfer, except as herein provided, including without
limitation any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition, attachment, divorce, except as
provided above with respect to non-qualified stock options, trustee process or
similar process, whether legal or equitable, upon such option.
12. Recapitalizations, Reorganizations and the Like.
(a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options and stock awards may be granted under the Plan and as to which
outstanding options or awards or portions thereof then unexercised shall be
exercisable, to the end that the proportionate interest of the optionee or award
recipient shall be maintained as before the occurrence of such event; such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.
(b) In addition, unless otherwise determined by the Committee in its
sole discretion, in the case of any (i) sale or conveyance to another entity of
all or substantially all of the property and assets of the Company or (ii)
Change in Control (as hereinafter defined) of the Company, the purchaser(s) of
the Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the
<PAGE>
Company as a result of such sale, conveyance or Change in Control, or the
Committee may cancel all outstanding options in exchange for consideration in
cash or in kind, which consideration in both cases shall be equal in value to
the value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Committee of the
Company, and in the case of shares of the Common Stock of the Company, in
accordance with the provisions of Section 7 hereof. The Committee shall also
have the power and right to accelerate the exercisability of any options,
notwithstanding any limitations in this Plan or in the Agreement upon such a
sale, conveyance or Change in Control. Upon such acceleration, any options or
portion thereof originally designated as incentive stock options that no longer
qualify as incentive stock options under Section 422 of the Code as a result of
such acceleration shall be redesignated as non-qualified stock options. To the
extent permitted by law, upon such a sale, conveyance or a Change of Control the
Committee may, in its sole discretion, amend any Award Agreement issued under
the Plan in such manner as it deems appropriate, including without limitation,
by amendmentsthat advance the dates upon which any or all outstanding awards
shall become free of restrictions or shall become issued or payable, or that
advance the dates upon which any or all outstanding awards shall terminate. A
"Change in Control" shall be deemed to have occurred if any person, or any two
or more persons acting as a group, and all
<PAGE>
affiliates of such person or persons, who prior to such time owned less than
fifty percent (50%) of the then outstanding Common Stock of the Company, shall
acquire such additional shares of the Company's Common Stock in one or more
transactions, or series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own fifty percent
(50%) or more of the Company's Common Stock outstanding.
(c) Upon dissolution or liquidation of the Company, all options granted
under this Plan shall terminate, but each optionee (if at such time in the
employ of or otherwise associated with the Company or any of its subsidiaries)
shall have the right, immediately prior to such dissolution or liquidation, to
exercise his or her option to the extent then exercisable. The Committee shall
have the right to accelerate the vesting of any award or take such other action
with respect thereto as the Committee shall in its sole discretion determine in
the event of any contemplated dissolution or liquidation of the Company.
(d) No fraction of a share shall be purchasable or deliverable upon the
exercise of any option or stock award, but in the event any adjustment hereunder
of the number of shares covered by the option or award shall cause such number
to include a fraction of a share, such fraction shall be adjusted to the nearest
smaller whole number of shares.
13. No Special Employment Rights.
Nothing contained in the Plan or in any option or award granted under
the Plan shall confer upon any option holder or award holder any right with
respect to the continuation of his or her employment by the Company (or any
subsidiary) or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or decrease
the
<PAGE>
compensation of the option or award holder from the rate in existence at the
time of the grant of an option. Whether an authorized leave of absence, or
absence in military or government service, shall constitute termination of
employment shall be determined by the Committee at the time.
14. Withholding.
The Company's obligation to deliver shares upon settlement of an award
or upon the exercise of any option granted under the Plan, or to make any cash
payment in connection with an award, shall be subject to the option or award
holder's satisfaction of all applicable Federal, state and local governmental
tax withholding requirements. Whenever cash is to be paid pursuant to an award
under the Plan, the Company shall be entitled to deduct therefrom an amount
sufficient in its opinion to satisfy all federal, state and local tax
withholding requirements related to such payment. Whenever shares of Common
Stock are to be delivered pursuant to an award or the exercise of an option
under the Plan, the Company shall be entitled to require as a condition of
delivery that the option or award holder remit to the Company an amount
sufficient in the opinion of the Company to satisfy all federal, state and local
governmental tax withholding requirements related thereto. With the approval of
the Committee, which it shall have sole discretion to grant, and on such terms
and conditions as the Committee may impose, the option or award holder may
satisfy the foregoing condition by electing to have the Company withhold from
delivery shares having a value equal to the amount of tax to be withheld. The
Committee shall also have the right to require that shares be withheld from
delivery to satisfy such condition.
15. Restrictions on Issue of Shares.
<PAGE>
(a) Notwithstanding the provisions of Sections 8 and 14 hereof, the
Company may delay the issuance of shares covered by an award or by the exercise
of an option and the delivery of a certificate for such shares until one of the
following conditions shall be satisfied:
(i) The shares with respect to which such option has been exercised or
as to which an award has been made are at the time of the issue of such shares
effectively registered or qualified under applicable Federal and state
securities acts now in force or as hereafter amended; or
(ii) Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such shares are
exempt from registration and qualification under applicable Federal and state
securities acts now in force or as hereafter amended.
(b) It is intended that all exercises of options and issuances of awards
shall be effective, and the Company shall use its best efforts to bring about
compliance with the above conditions within a reasonable time, except that the
Company shall be under no obligation to qualify shares or to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised or award granted, except as
otherwise agreed to by the Company in writing.
16. Purchase for Investment; Rights of Holder on Subsequent Registration.
Unless the shares to be issued pursuant to an award or upon exercise of
an option granted under the Plan have been effectively registered under the
Securities Act of 1933 (the "1933
<PAGE>
Act"), as now in force or hereafter amended, the Company shall be under no
obligation to issue any shares covered by any option or award unless the person
who receives such award or exercises such option, in whole or in part, shall
give a written representation and undertaking to the Company which is
satisfactory in form and scope to counsel for the Company and upon which, in the
opinion of such counsel, the Company may reasonably rely, that he or she is
acquiring the shares issued pursuant thereto for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the 1933 Act, or any other applicable law, and that if
shares are issued without such registration, a legend to this effect may be
endorsed upon the securities so issued. In the event that the Company shall,
nevertheless, deem it necessary or desirable to register under the 1933 Act or
other applicable statutes any such shares, or to qualify any such shares for
exemption from the 1933 Act or other applicable statutes, then the Company may
take such action and may require from each optionee or award recipient such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors and controlling persons from such
holder against all losses, claims, damages and liabilities arising from such use
of the information so furnished and caused by any untrue statement of any
material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.
<PAGE>
17. Loans.
The Company may not make loans to optionees to permit them to exercise
options.
18. Modification of Outstanding Options or Awards.
The Committee may authorize the amendment of any outstanding option or
award with the consent of the optionee or award recipient when and subject to
such conditions as are deemed to be in the best interests of the Company
and in accordance with the purposes of this Plan.
19. Approval of Stockholders.
The Plan shall be subject to approval by the vote of stockholders
holding at least a majority of the voting stock of the Company present, or
represented, and entitled to vote at a duly held stockholders' meeting within
twelve (12) months after the adoption of the Plan by the Board of Directors and
shall take effect as of the date of adoption by the Board of Directors upon such
approval. The Committee may grant options under the Plan prior to such approval,
but any such option shall become effective as of the date of grant only upon
such approval and, accordingly, no such option may be exercisable prior to such
approval.
20. Termination and Amendment.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in this Section 20, the Board of
Directors may not, without the approval of the stockholders of the Company
obtained in the manner stated in Section 19 hereof, increase the maximum number
of shares for which options or awards may be granted or change the designation
of the class of persons eligible to
<PAGE>
receive options or awards under the Plan, or make any other change in the Plan
which requires stockholder approval under applicable law or regulations,
including any approval requirement which is a prerequisite for exemptive relief
under Section 16 of the 1934 Act. The Committee may grant options or awards to
persons subject to Section 16(b) of the 1934 Act after an amendment to the Plan
by the Board of Directors requiring stockholder approval under this Section 20,
but any such option or award shall become effective as of the date of grant only
upon such approval and, accordingly, no such option may be exercisable prior to
such approval and no award shall be settled prior to such approval. The
Committee may terminate, amend or modify any outstanding option or award without
the consent of the option or award holder, provided, however, that, except as
provided in Section 12 hereof, without the consent of the optionee, the
Committee shall not change the number of shares subject to an option, nor the
exercise price thereof, nor extend the term of such option.
21. Compliance with Rule 16b-3.
It is intended that the provisions of the Plan and any option or award
granted thereunder to a person subject to the reporting requirements of Section
16(a) of the 1934 Act shall comply in all respects with the terms and conditions
of Rule 16b-3 under the 1934 Act, or any successor provisions. Any agreement
granting options or awards shall contain such provisions as are necessary or
appropriate to assure such compliance. To the extent that any provision hereof
is found not to be in compliance with such Rule, such provision shall be deemed
to be modified so as to be in compliance with such Rule, or if such modification
is not possible, shall be deemed to be null and void, as it relates to a
recipient subject to Section 16(a) of the 1934 Act.
<PAGE>
22. Reservation of Stock.
The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.
23. Limitation of Rights in the Option Shares.
An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
24. Notices.
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee or award holder, to the address as
appearing on the records of the Company.
Originally approved by the Board of Directors: December 14, 1993 Amended by the
Board of Directors: November 14, 1995 and February 25, 1996 Originally approved
by the Stockholders: April 26, 1994 Amendments approved by the Stockholders:
April 23, 1996
<PAGE>
EXHIBIT 5
May 22, 1996
Cognex Corporation
One Vision Drive
Natick, MA 01760
Gentlemen:
We are general counsel to Cognex Corporation, a Massachusetts
corporation (the "Company"), and as such counsel we are familiar with the
corporate proceedings taken in connection with the amendments to the Company's
1993 Stock Option Plan which were approved by the stockholders on Apri 23,
1996. We are also familiar with the registration statement to which a copy of
this opinion will be attached as an exhibit.
As such counsel, we have examined the corporate records of the
Company, including the Articles of Organization, By-laws, stock records,
minutes of meetings of its Board of Directors and stockholders and such other
documents as we have deemed necessary as a basis for the opinions herein
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 duly organized and validly existing under
the laws of the Commonwealth of Massachusetts.
2. The Company has authorized the issuance of 120,000,000 shares
of common stock, $.002 par value per share and 400,000 shares
of Preferred Stock, $.01 par value.
3. The outstanding common stock of the Company has been duly
authorized and constitutes validly issued, fully paid and
non-assessable shares of common stock, $.002 par value per
share.
4. The shares of common stock issuable pursuant to the Plan,
when issued in accordance with the terms thereof, will be
validly issued, fully paid and non-
<PAGE>
Cognex Corporation
May 23, 1996
Page 2
assessable shares of capital stock of the Company to which no
personal liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated January 26, 1996, except as to the information in
the Subsequent Event note for which the date is Februar 29, 1996, on our audits
of the consolidated financial statements and financial statement schedule of
Cognex Corporation.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 21, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of Cognex Corporation 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 of Cognex Corporation dated February 29, 1996.
COOPERS & LYBRAND L.L.P.
San Francisco, California
May 17, 1996
