Registration
Number 33-
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, MA 01760
(Address of Principal Executive Offices)
(617) 650-3000
(Registrant's telephone number, including area code)
COGNEX CORPORATION
1991 Isys Long Term Equity Incentive 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
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)
Common Stock, 253,547 shares $ .00068 $ 172.41 $ .06
par value 60,449 shares $ .51 $ 30,843.75 $ 10.64
$.002 per share 7,593 shares $ .29 $ 2,195.67 $ .75
Total $ 33,211.83 $ 100.00
(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 with respect to the 253,547
shares registered on the basis of the price at which restricted shares
issuable under the Plan may be purchased and with respect to the remaining
68,042 on the basis of the price at which options may be exercised.
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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 options for the purchase of 22,400 shares
of the Company's Common Stock.
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
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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:
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.
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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.
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.
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Item 8. Exhibits
Number Description
4A 1991 Isys Long Term Equity Incentive Plan.
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.
24 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:
(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
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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 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.
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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 29th day of March, 1996.
COGNEX CORPORATION
By:/s/Robert J. Shillman
------------------------------
Robert J. Shillman, President,
Chief Executive Officer and
Chairman of the Board of
Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that each person whose signature appears
below constitutes and appoints Robert J. Shillman and John J. Rogers, Jr., and
each of them, with the power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or either of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/Robert J. Shillman President, Chief Executive March 29, 1996
- ---------------------- Officer and Chairman of the
Robert J. Shillman Board of Directors (principal
executive officer)
/s/John J. Rogers, Jr. Executive Vice President, March 29, 1996
- ---------------------- Chief Financial Officer and
John J. Rogers, Jr. Treasurer (principal financial
and accounting officer)
/s/Reuben Wasserman Director March 29, 1996
- ----------------------
Reuben Wasserman
/s/William Krivsky Director March 29, 1996
- ----------------------
William Krivsky
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- ---------------------- Director March __, 1996
Patrick Sansonetti
/s/Anthony Sun Director March 29, 1996
- ----------------------
Anthony Sun
<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)
ASSUMPTION OF STOCK OPTION PLAN
Pursuant to an Agreement and Plan of Merger, dated as of February 29, 1996,
by and among Cognex Corporation ("Cognex"), Cognex Software Development, Inc.
and Isys Controls, Inc. ("Isys"), and as authorized by the Board of Directors of
Cognex, the attached Isys Controls, Inc. 1991 Long Term Equity Incentive Plan
has been assumed by Cognex, provided that all restricted common stock of Isys
and options to purchase common stock of Isys outstanding thereunder were
converted, respectively, into restricted common stock of Cognex and options to
purchase shares of common stock of Cognex being registered pursuant to this
Registration Statement on Form S-8.
<PAGE>
ISYS CONTROLS, INC.
1991
LONG TERM EQUITY INCENTIVE PLAN
December 16, 1991
<PAGE>
ISYS CONTROLS, INC.
1991
LONG TERM EQUITY INCENTIVE PLAN
TABLE OF CONTENTS
1.0 PURPOSE...............................................................1
2.0 DEFINITIONS...........................................................1
2.1 Award........................................................1
2.2 Award Agreement..............................................1
2.3 Beneficiary..................................................1
2.4 Board........................................................1
2.5 Code.........................................................2
2.6 Committee....................................................2
2.7 Company......................................................2
2.8 Director.....................................................2
2.9 Disability...................................................2
2.10 Employee.....................................................2
2.11 Fair Market Value............................................2
2.12 Grantee......................................................3
2.13 Incentive Stock Option.......................................3
2.14 Non-Qualified Option.........................................3
2.15 Option.......................................................3
2.16 Option Price.................................................3
2.17 Restricted Stock Agreement...................................3
2.18 Restricted Stock.............................................3
2.19 Retirement...................................................3
2.20 Shares.......................................................3
2.21 Stock........................................................3
2.22 Subsidiary...................................................3
2.23 Term.........................................................3
3.0 EFFECTIVE DATE AND DURATION OF PLAN...................................3
4.0 NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN.......................4
5.0 ADMINISTRATION OF THE PLAN............................................4
6.0 EMPLOYEES ELIGIBLE TO RECEIVE AWARDS..................................5
<PAGE>
7.0 AWARD AGREEMENT.......................................................5
8.0 STOCK OPTIONS.........................................................6
8.1 Terms of Options.............................................6
8.2 Option Price.................................................6
8.3 Exercise Period and Exercise of Option or Right During Life of
Grantee......................................................6
8.4 Exercise of Option After Death, Disability, Retirement or
Other Termination of Employment..............................8
8.5 Stockholder Rights...........................................9
8.6 Right of First Refusal.......................................9
9.0 RESTRICTED STOCK.....................................................10
10.0 CERTIFICATES FOR AWARDS OF STOCK.....................................12
11.0 AWARDS NOT TRANSFERABLE..............................................13
12.0 EFFECT OF MERGER OR OTHER REORGANIZATION.............................13
13.0 TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN.....................14
14.0 WITHHOLDING..........................................................14
15.0 GENERAL PROVISIONS...................................................14
16.0 GOVERNING LAW........................................................15
17.0 ADJUSTMENTS..........................................................15
18.0 PRONOUNS.............................................................15
<PAGE>
ISYS CONTROLS, INC.
1991
LONG TERM EQUITY INCENTIVE PLAN
1.0 PURPOSE
The purpose of the Isys Controls, Inc. (the Company) Long Term Equity
Incentive Plan (the Plan) is to enable Isys founders to be
appropriately rewarded for their startup efforts, to attract and retain
persons of ability as Employees of the Company and its Subsidiaries,
motivate and reward good performance, encourage such Employees to
continue to exert their best efforts on behalf of the Company and its
Subsidiaries and to assure corporate perpetuation and growth, and
further opportunities for Stock ownership by such employees in order to
increase their proprietary interest in the Company. The Company elects
to provide incentive Awards to Employees (including officers and
Directors who are also Employees), whose responsibilities and decisions
directly affect the performance of the Company and its Subsidiaries.
Such incentive Awards may consist of Common Stock of the Company,
Incentive or Non-Qualified Stock Options to purchase such Stock or
Restricted Stock grants payable in such Stock, as the Committee may
determine, subject to such restrictions as the Committee may determine
or as provided herein.
2.0 DEFINITIONS
Unless the context clearly indicates otherwise, the following terms,
when used in the Plan, shall have the meanings set forth in this
Section 2.
2.1 "Award" means an award granted in accordance with the
provisions of the Plan in the form of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock Grants, or any
combination of the foregoing.
2.2 "Award Agreement" means the written agreement to be entered
into by the Company and the Grantee, as provided in Section 7
hereof.
2.3 "Beneficiary" means the person or persons designated in
writing by the Grantee or, in the absence of such a
designation or if the designated person or persons predecease
the Grantee, the Grantee's Beneficiary shall be the person or
persons who shall acquire the right to exercise an Option
under the Plan by bequest or inheritance. In order to be
effective, a Grantee's designation of a Beneficiary must be on
file with the Company before the Grantee's death.
2.4 "Board" means the Board of Directors of the Company.
-1-
<PAGE>
2.5 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.6 "Committee" means a committee of Directors appointed by the
Board to administer the Plan as set forth herein.
2.7 "Company" means Isys Controls, Inc.
2.8 "Director" means a member of the Isys Controls, Inc. Board of
Directors.
2.9 "Disability" means permanent and total disability, such that
an individual is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than 12 months. An individual shall not be
considered to be permanently and totally disabled unless he
furnishes proof of the existence of such disability in such
form and manner, and at such times, as the Board shall
require.
2.10 "Employee" means any employee (as defined in accordance with
the Regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of the Company, or of any
corporation which is then a Subsidiary, whether such employee
is so employed at the time this Plan is adopted or subsequent
to the adoption of the Plan. For the purpose of this
agreement, a member of the Board of Directors of the Company
and any person serving as an officer or a consultant to the
Company shall be deemed to be an employee of the Company,
regardless of whether such person serves the Company on a full
or part time basis and whether such person is compensated for
his or her services.
2.11 "Fair Market Value" means
(a) as of any date, the closing price for one Share of
Stock on the principal exchange on which shares of
the Company's Stock are then traded. If no sales of
Stock have taken place on such date, the closing
price on the most recent date on which selling prices
were quoted;
(b) if such Stock is not traded on an exchange but quoted
on NASDAQ or a successor quotation system, the mean
between the closing representative bid and asked
prices for the Stock on such date as reported by
NASDAQ or such successor quotation system; or
(c) if such Stock is not traded on an exchange or
quotation system, the Fair Market Value as determined
in good faith by the Board.
<PAGE>
2.12 "Grantee" means a person to whom an Option or Restricted Stock
has been granted under the Plan.
2.13 "Incentive Stock Option" means an Option qualifying under
Section 422 of the Code.
2.14 "Non-Qualified Option" means an Option which is not an
Incentive Stock Option that does not qualify for preferential
tax treatment under the IRS Code.
2.15 "Option" means an option to purchase a Share or Shares of the
Company's Common Stock, par value $0.0001 per share.
2.16 "Option Price" means the price of the Share determined by the
Company's Board in accordance with Section 8 of this Plan and
the applicable provisions of the Internal Revenue Code.
2.17 "Restricted Stock Agreement" means the written agreement
entered into by Company and Employee as provided in Section
9.2(b).
2.18 "Restricted Stock" means Stock delivered under the Plan
subject to the requirements of Section 9 and such other
restrictions as the Committee deems appropriate.
2.19 "Retirement" means retirement from active employment with the
Company.
2.20 "Shares" means shares of the Company's Common Stock, par value
$0.0001 per share of the Company.
2.21 "Stock" or "Common Stock" means the Common Stock, par value
$0.0001 per share of the Company.
2.22 "Subsidiary" means a subsidiary corporation of the Company
within the meaning of Section 425(f) of the Code (or a
successor provision of similar import).
2.23 "Term" means the period during which a particular Option may
be exercised in accordance with Section 8 hereof.
3.0 EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective when adopted by the Board and, subject
to Section 8 hereof, shall extend for a term of twenty (20) years from
the date; provided, however, that if the Plan is not approved by the
holders of a majority of the Shares represented by stockholders voting
at a duly held stockholders meeting at which a majority of the voting
<PAGE>
power of the corporation is present in person or by proxy, prior to the
first anniversary of the date of adoption, the Plan and all Awards
granted thereunder prior to such anniversary shall be null and void and
shall be of no effect.
4.0 NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN
4.1 The aggregate number of Shares of Stock which may be awarded
under the Plan or subject to purchase by exercising an Option
shall not exceed 2 million Shares. Such Shares shall be made
available from authorized and unissued Shares, Shares held by
the Company in its treasury, or reacquired Shares as the Board
may from time to time determine. To the extent that the
Company shall reacquire Shares for such purpose, any such
Shares may be reacquired at the time Options are exercised or
from time to time in advance whenever the Board may deem such
purchase to be advisable.
4.2 If, for any reason, any Shares of Stock awarded or subject to
purchase by exercising an Option under the Plan are not
delivered or are reacquired by the Company, for reasons
including, but not limited to, a forfeiture of Restricted
Stock or termination, expiration or a cancellation with the
consent of the holder of an Option, such Shares of Stock shall
again become available for Award under the Plan.
5.0 ADMINISTRATION OF THE PLAN
5.1 The Plan shall be administered by the Board, which, to the
extent it shall determine, may delegate its powers with
respect to the administration of the Plan to a Committee
appointed by the Board and composed solely of two or more
members of the Board. Any reference in the plan to the
committee shall be deemed to refer to the Board if the Board
does not appoint a committee. Notwithstanding the preceding
provisions of this Section 5.1, to the extent grants or Awards
are made to Employees who are subject to Section 16 under the
Securities Exchange Act of 1934, the Plan shall be
administered by the Board only if the Board consists solely of
"disinterested" persons or by a Committee appointed by the
Board and composed solely of two or more "disinterested"
members of the Board. For purposes of this provision, the term
"disinterested" Director shall mean a Director who has not at
any time within one year prior to acting as a Plan
Administrator received Awards pursuant to the Plan or any
other Stock Plan of the Company, unless the participation was
in a formula plan, automatic operation or a broad based
participant directed plan exempt under Rule 16b-3.
5.2 The Committee shall adopt such rules or procedures as it may
deem proper; provided, however, that it may take actions upon
the agreement of a majority of its members then if office. Any
action that the Committee may take through a
<PAGE>
written instrument signed by all its members then in office
shall be as effective as though taken at a meeting duly called
and held.
5.3 The powers of the Committee shall include plenary authority to
interpret the Plan, and, subject to the provisions hereof, the
Committee may determine
(a) the persons to whom Awards shall be granted;
(b) the form or forms of Awards to be granted to any Grantee;
(c) the terms and conditions of each Award; and
(d) the provisions of each Award Agreement.
5.4 With regard to Options, the Committee shall be authorized in
its absolute discretion, to permit Grantees to surrender
outstanding Options in exchange for the grant of new Options
or to require Grantees to surrender outstanding Options as a
condition precedent to the grant of new Options. The number of
Shares covered by the new Options, the Option Price, the
Option period and other terms and conditions of the new
Options shall all be determined in accordance with the Plan
and may be different from the provisions of the surrendered
Options. The value of the new Options granted shall be of
equal value to the Options surrendered or exchanged under this
section of the Plan.
6.0 EMPLOYEES ELIGIBLE TO RECEIVE AWARDS
6.1 Awards may be granted under the Plan to any Employee of the
Company or any Subsidiary or any other company or partnership
in which the Company has an ownership interest. All
determinations by the Committee as to the identity of the
persons to whom Awards shall be granted hereunder shall be
conclusive.
6.2 Upon the selection of an Employee to be granted an Award, the
Committee shall instruct the appropriate officers of the
Company to issue such Award and may impose such conditions of
the grant of such Award as it deems appropriate.
7.0 AWARD AGREEMENT
7.1 Each Award granted under the Plan shall be evidenced by a
written Award Agreement, in a form approved by the Committee.
Such Agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or as
required by the Committee for the form of Award granted and to
such other terms and conditions as the Committee may specify.
<PAGE>
7.2 Appropriate officers of the Company are hereby authorized to
execute and deliver Award Agreements in the name of the
Company as directed from time to time by the Committee.
8.0 STOCK OPTIONS
8.1 Terms of Options
(a) With respect to Options, the Committee shall
authorize the granting of Incentive Stock Options,
Non-Qualified Options, or a combination of Incentive
Stock Options and Non-Qualified Options; determine
the number of Shares of Stock subject to each Option,
and determine the time or times when and the manner
in which each Option shall be exercisable and the
duration of the exercise period.
(b) No Option shall be granted after the expiration of
twenty years from the effective date of the Plan.
(c) To the extent the total Fair Market Value (determined
at the time of grant) of the Stock with respect to
which Incentive Stock Options are exercisable by any
Grantee, during each calendar year, exceeds $100,00
such Options shall be treated as Non-Qualified
Options.
8.2 Option Price
The Option Price per share shall be determined by the
Committee at the time any Option is granted. The Option Price
per Share of Incentive Stock Options shall be not less than
the Fair Market Value, or in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, 110 percent of
the Fair Market Value of one share of Stock. In no event shall
the Option Price be less than the par value of one Share of
Stock.
8.3 Exercise Period and Exercise of Option or Right During Life of
Grantee
(a) The exercise period for an Option, including any extension which the
Committee may from time to time decide to grant, shall not exceed twenty
years from the date of grant; provided, however, that, in the case of an
Incentive Stock Option granted to a Grantee who, at the time of grant, owns
stock possessing more than ten (10) percent of the total combined voting
power of all classes of stock of the Company (a "Ten Percent Stockholder"),
such period, including extensions, shall not exceed five years from the
date of grant.
<PAGE>
(b) No part of any Option may be exercised until the Grantee who has been
granted the Award shall have remained in the employ of the Company for such
period after the date on which the Option is granted as the Committee may
specify, if any, and the Committee may further require exercisability in
installments; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Section 8.4(d), accelerate the
time at which such Option or any portion thereof may be exercised; and
provided, further, that Shares issued through exercise of Incentive Stock
Options must be held by the Grantee for at least two (2) years from date of
grant and one (1) year from exercise date prior to their disposition in
order to obtain the favorable tax treatment afforded Incentive Stock
Options.
(c) Options shall be exercisable by delivering or mailing to the Company:
1. A written notice in the form and in the manner prescribed by the Committee,
specifying the number of Shares to be purchased; and
2. Payment in full of the Option Price for the Shares so purchased by cash,
Cashier's Check, and/or by tender of Shares to the Company; provided that
Shares tendered in exchange for Shares issued under the Plan through
exercise of Incentive Stock Options must be held by the Grantee for at
least two (2) years from date of grant and one (1) year from exercise date
prior to their tender to the Company in order to obtain the favorable tax
treatment afforded Incentive Stock Options. Notwithstanding the foregoing,
the Committee shall have the right to establish alternative purchasing
arrangements for option exercise, except for Incentive Stock Option
exercise, such as installments payments secured by interest bearing
promissory note or short-term extensions of credit not to exceed 24 hours
in duration. The Committee shall determine acceptable methods for tendering
Shares to exercise and Option under the Plan, and may impose such
limitations and prohibitions on the use of Shares to exercise Options as it
deems appropriate. The valuation of any Shares used to exercise an Option
will be based on the Stock's then Fair Market Value. The date of exercise
shall be deemed to be the date that the notice of exercise and payment of
the Option Price are received by the Company.
(d) Subject to paragraph (e) below, upon receipt of the notice of exercise and
upon payment of the Option Price, the Company shall promptly deliver to the
Grantee a certificate or certificates for the Shares purchased, without
charge to him for issue or transfer tax.
<PAGE>
(e) The exercise of each Option granted under the Plan shall be subject to the
following conditions with respect to any Shares otherwise deliverable upon
such exercise.
1. if, at any time, the Company shall determine in its discretion that the
listing, registration or qualifications of such Shares upon any securities
exchange, or under any State or Federal law, if required as a condition of,
or in connection with, such exercise or the delivery of purchase of Shares
thereunder; or
2. if, at any time, the Company shall determine that the consent or approval
of any regulatory body is required as a condition of, or in connection
with, such exercise or the delivery or purchase of Shares thereunder; then
if any such event such exercise shall not be effective unless such listing,
registration, qualification, consent or approval has been effected of
obtained free of any conditions not acceptable to the Company. Any such
postponement will extend the time within which the Option may be exercised
for an equivalent length of time.
(f) All Options granted under the Plan shall be nontransferable other than by
will or by the laws of descent and distribution in accordance with Section
11 hereof (or for Non-Qualified Options, pursuant to a qualified domestic
relations order as defined in the Code), and an Option may be exercised
during the lifetime of the Grantee only by him. No option may be pledged or
assigned.
(g) Upon the purchase of Shares under an Option, the Stock certificate or
certificates may, at the request of the purchaser, be issued in his name
and the name of another person as joint tenants with right of survivorship,
provided that such person agrees to be bound by the terms and conditions of
the Award Agreement.
(h) Unless modified by resolution of the Committee, all Options, and all Shares
purchased upon exercise of an Option shall be subject to the terms and
conditions of the Award Agreement.
8.4 Exercise of Option After Death, Disability, Retirement or Other Termination
of Employment
(a) Death
<PAGE>
If a Grantee's employment with the Company or a Subsidiary shall cease due
to the Grantee's death, any Option held by the Grantee on the date of his
death may be exercised to the extent vested on the date of his death at any
time up to the expiration date of the Options as specified in the Award
Agreement. The Options may only be exercised by the Grantee's Beneficiary.
(b) Termination of Employment for Any Other Reason
Upon termination of a Grantee's active employment with the Company and its
Subsidiaries for any reason other than those specified in subsections (a)
above, the Grantee may exercise the Option, to the extent the Option could
be exercised at the cessation of employment, at any time up to the
expiration date specified in the Award Agreement; except in the case of an
Incentive Stock Option which must be exercised within three months of
termination of active employment. If the Option holder fails to exercise
the Incentive Stock Option within the three month requirement, he
automatically becomes the holder of a Non-Qualified Stock Option Plan.
8.5 Stockholder Rights
No person shall have any rights of a stockholder by virtue of an Option
except with respect to Shares actually issued to him, and the issuance of
Shares will confer no retroactive right to dividends.
8.6 Right of First Refusal
Unless otherwise stated in the Award agreement, before Employees may sell,
pledge or transfer any Shares acquired pursuant to the plan, Employees
shall first offer such Shares to the Company on the following terms and
conditions:
(a) Employee shall deliver a written notice to the Company (the "Employee's
Notice") stating (i) his or her bona fide intention to sell or transfer
such shares, (ii) the number of shares to be sold or transferred, (iii) the
price for which the Shares are to be sold or transferred, and (iv) the name
of the proposed purchaser or transferee.
(b) Within 30 days after receipt of the Employee's Notice, the Company or its
assignee may elect to purchase the Shares to which the Employee's Notice
refers, at the price per Share specified in the Employee's Notice. The
Company must give written notice to Employee of this election to purchase
the Shares, and within 15 days after so notifying Employee must deliver
payment for the Shares. Payment may be made, at the Company's option,
<PAGE>
in cash, by check, or in cancellation of any outstanding indebtedness of
Employee to the Company. After receipt of payment, Employee shall return
the stock certificate evidencing the Shares repurchased to the Company, and
the Company shall promptly issue to Employee a new stock certificate
evidencing any Shares not so repurchased by the Company.
(c) If the Company or its assignee elects not to purchase all the Shares to
which the Employee's Notice refers, Employee may sell the balance of the
Shares to any person named in the Employee's Notice, at the price specified
in the Notice or at a higher price. If Employee does not so transfer the
Shares as provided in the Employee's Notice within 60 days, the Shares
shall again be subject to the terms and conditions of this Section 8.6.
(d) Employee's obligations under this Section 8.6 shall terminate;
(1) with respect to Shares of Stock covered by the Employee's Notice, upon the
transfer of such Shares in compliance with this Section 8.6; and
(2) with respect to all the Stock, upon the earliest to occur of:
(i) the consolidation or merger of the Company with or into another entity
(other than pursuant to a reincorporation or recapitalization) or the sale
of all or substantially all of the assets of the Company;
(ii) the closing of the sale of common stock of the Company in an underwritten
public offering, pursuant to an effective registration statement under the
Securities Act of 1933, as amended; or
(iii)the issuance by the Company, in one or more sales after the date of this
Agreement, of voting securities of the Company representing the aggregate
an increase of more than 50% of the voting power of the Shares outstanding
as of the date of this Agreement. For example, if upon the date of this
Agreement the Company has 10 Shares outstanding with the right to vote, the
issuance by the Company of more than 5 Shares with the right to vote, in a
single sale or in many separate sales, would trigger this termination
provision.
9.0 RESTRICTED STOCK
<PAGE>
9.1 The Committee may from time to time cause the Company to grant Common Stock
for par value or such other consideration as the Committee deems
appropriate (which amount may be less than the fair market value of the
Common Stock on the date of grant), in the form of Shares of Restricted
Stock under the Plan to such Employees, and which grant shall be subject to
such restrictions and condition and other terms as the Committee may
determine at the time of grant, subject to the general provisions of the
Plan, the applicable Restricted Stock Agreement, and the following specific
rules:
9.2 (a) Restricted Stock may be granted to an Employee either separately from,
or in tandem with the grant of an Option to the Employee. In the case of
Restricted Stock granted in tandem with the grant of an Option: (i) the
exercise of the Option shall cause the forfeiture to the Company of the
Restricted Stock related to the Option, or portion thereof that is
exercised, and (ii) the lapse of restrictions applicable to such Restricted
Stock shall cause the expiration of the unexercisable Option, or pro rata
portion thereof, related to such Restricted Stock. Restricted Stock not
granted in tandem with the grant of an Option shall have no effect on, and
shall not be affected by, the exercise of any Option by the holder of such
Restricted Stock. Restricted Stock cannot be assigned, sold, transferred,
pledged or hypothecated prior to the lapse of the restrictions applicable
thereto.
(b) The issuance of Shares of Restricted Stock to an Employee under the Plan
shall be governed by a Restricted Stock Agreement which shall specify
whether the Shares of Restricted Stock are granted to the Employee and
whether such Restricted Stock is issued separate from, or in tandem with,
the grant of an Option and such other provisions as the Committee shall
determine.
(c) The Company shall issue, in the name of the Employee, stock certificates
representing the total number of Shares of Restricted Stock granted to the
Employee, as soon as may be reasonably practicable after such grant, which
shall be held by the Secretary of the Company as provided in section 9.5
hereof.
(d) Subject to the provisions of subsection (c) hereof and the restrictions set
forth in the related Restricted Stock Agreement, the Employee receiving a
grant of Restricted Stock shall thereupon be a stockholder with respect to
all of the Shares represented by such certificate or certificates and shall
have the rights of a stockholder with respect to such Shares, including the
<PAGE>
rightto vote such Shares and to receive dividends and other distributions paid
with respect to such Shares. All Common Stock received by an Employee as a
result of any dividend on Restricted Stock, or as a result of any stock
split-up, stock distribution or combination of Shares affecting Restricted
Stock, shall be subject to the restrictions set forth in the related
Restricted Stock Agreement.
9.3 (a) Any Share of Restricted Stock granted to an employee pursuant to the
plan shall be automatically forfeited to the Company if the Employees'
employment with the Company terminates prior to the date for expiration of
the forfeiture provisions set forth in his Restricted Stock Agreement. The
Secretary of the Company shall promptly cancel and retain in its treasury
Shares of Restricted Stock that are forfeited to the Company.
(b) The Committee, in its discretion, shall have the power to accelerate the
date on which the restrictions of this Section or contained in any
Restricted Stock Agreement shall lapse with respect to any or all Shares of
Restricted Stock granted or sold under the Plan that have been outstanding
for at least one year.
9.4 Notwithstanding the foregoing, under change in control circumstances
described in section 12, restrictions of this Section or in any Restricted
Stock Agreement shall lapse.
9.5 The Secretary of the Company shall hold the certificate or certificates
representing Shares of Restricted Stock issued under the Plan properly
endorsed for transfer, on behalf of each Employee who holds such Shares,
whether by grant or sale, until such time as the Restricted Stock is
forfeited, or the restrictions lapse.
9.6 The Committee may prescribe such other restrictions and conditions and
other terms applicable to the Shares of Restricted Stock issued to an
Employee under the Plan that are neither inconsistent with nor prohibited
by the Plan or any Restricted Stock Agreement, including, without
limitation, terms providing for a lapse of the restrictions of this Section
or in any Restricted Stock Agreement, in installments.
9.7 When the restrictions imposed by Section 9.1 or other similar restrictions,
expire or have otherwise been satisfied with respect to one or more Shares
of Restricted Stock, the Company shall deliver to the Grantee (or his legal
representative, beneficiary or heir) one Share of Common Stock in exchange
for each Share of Restricted Stock deposited with it by the Grantee
pursuant to Section 9.5. and each such forfeited share shall be canceled.
At that time, the agreement referred to in Section 9.3, as it relates to
such Shares, shall be terminated.
<PAGE>
10.0 CERTIFICATES FOR AWARDS OF STOCK
10.1 Subject to Section 9.5, each Grantee entitled to receive Stock
under the Plan shall be issued a certificate for the Shares of
Stock. Such certificate shall be registered in the name of the
Grantee, and shall bear an appropriate legend reciting the
terms, conditions and restrictions, if any, applicable to such
Award and shall be subject to appropriate stop-transfer
orders.
10.2 All certificates for Shares of Stock delivered under the Plan
shall also be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the
Stock is then listed and any applicable federal or state
securities laws, and the Committee may cause a legend or
legends to be place on any such certificates to make
appropriate reference to such restrictions. The foregoing
provisions of this Section 10.2 shall not be effective if and
to the extent that the Shares of Stock delivered under the
Plan are covered by an effective and current registration
statement under the Securities Act of 1933, or is and so long
as the Committee determines that application of such
provisions is no longer required or desirable. In making such
determination, the Committee may rely upon an opinion of
counsel for the Company.
10.3 Except for the restrictions on Options or Restricted Stock
under Sections 8 and 9, each Employee who receives an Award of
Stock, shall have all of the right of a stockholder with
respect to such Shares, including the right to vote the Shares
and receive dividends and other distributions. No Employee
awarded an Option or Restricted Stock shall have any right as
a stockholder with respect to any Shares subject to his or her
other Option or Restricted Stock prior to the date of issuance
to him or her of a certificate or certificates for such
Shares.
11.0 AWARDS NOT TRANSFERABLE
No Award, or interest or right therein or part hereof shall be assigned
or transferred in payment for or in connection with debts, contracts or
engagements of the Grantee or his successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition hereof shall be
null and void and of no effect; provided, however, that nothing in this
Section 11.0 shall prevent transfers by will or by the applicable laws
of descent and distribution or for Non-Qualified Options, pursuant to a
qualified domestic relations order as defined in the Code.
<PAGE>
12.0 EFFECT OF MERGER OR OTHER REORGANIZATION
12.1 If the Company shall be the surviving corporation in a merger
or other reorganization, rights to Award shall be amended to
cover the number of Shares of Stock and securities of the
Company that a holder of that number of Shares immediately
before the merger or consolidation corresponding to the number
of Shares covered by the Award would be entitled to have or
obtain under the terms of the merger or consolidation.
12.2 If the Company is not the surviving corporation in
dissolution, sale of substantially all of its assets,
acquisition in a Stock for Stock or securities exchange, in a
merger or other reorganization, then all Options shall vest,
and each Option Award shall be exercisable in full within the
period of 30 days commencing upon the date the action of the
stockholders (or of the Committee, if stockholders' action is
not required) is taken to approve the transaction and upon the
expiration of that period all Options and all rights thereto
shall automatically terminate.
13.0 TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN
The Board may at any time terminate, suspend, or modify the Plan,
except that the Board shall not, without the authorization of the
holders of a majority of the Company's Shares represented by
stockholders voting at a duly held stockholders meeting at which a
majority of the voting power of the Company is present in person or by
proxy, change:
(a) the number of Shares for which Awards may be granted;
(b) the class of persons eligible for Awards;
(c) the maximum duration of the Plan; or
(d) any other amendment required by any applicable law including
Section 16(b) of the Exchange Act.
No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee, or by any Beneficiary, under
the terms of an Award granted before the date of such termination,
suspension or modification, unless such Grantee or Beneficiary shall
consent; but it shall be conclusively presumed that any adjustment for
changes in capitalization hereof does not adversely affect any such
right.
14.0 WITHHOLDING
The Company's obligation to deliver Shares upon the exercise of any
Non-Qualified Option or lapse of restrictions with regard to Restricted
Stock granted to an Employee
<PAGE>
under the Plan shall be subject to the Grantee's satisfaction of all
applicable federal, state and local income and employment tax
withholding requirements by payment in cash or by requesting the
Company to withhold and retain sufficient Shares to pay the tax
withholding.
15.0 GENERAL PROVISIONS
The grant of an Award in any year shall not give the Grantee any right
to similar grants in future years or any right to be retained in the
employ of the Company or its Subsidiaries.
16.0 GOVERNING LAW
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of California to the extent
that such laws may be superseded by any Federal law. Each Incentive
Stock Option granted under the Plan shall include such provisions and
conditions as are necessary to qualify the Option under Section 422 as
an "Incentive Stock Option".
17.0 ADJUSTMENTS
In the event that the Common Stock of the Company is changed by reason
of any stock split, reverse stock split, recapitalization, or other
change in the capital structure of the Company, or in the event that
the outstanding number of Shares of Common Stock of the Company is
increased through payment of a Stock dividend, appropriate
proportionate adjustments shall be made in the number and class of
Shares of Stock subject to the Plan, and the number and class of Shares
of Stock subject to any Option outstanding under the Plan; provided,
however, that the Company shall not be required to issue fractional
Shares as a result of any such adjustment, but will be required to
round the number of Shares to the next highest whole number. Any such
adjustment shall be made by the Board, whose determination shall be
conclusive. If there is any other change in the number of kind of the
outstanding Shares of Common Stock of the Company, or of any other
security into which such Stock shall have been changed or for which it
shall have been exchanged, and if the Board, in its sole discretion,
determines that such change equitably requires any adjustment in the
Option then outstanding under the Plan, such adjustment shall be made
in accordance with the determination of the Board. No adjustments shall
be required by reason of the issuance or sale by the Company for cash
or other consideration of additional Shares of its Common Stock or
securities convertible into or exchangeable for Shares of its Common
Stock. All adjustments to Incentive Stock Options shall be made in such
a manner that each option which is adjusted will continue to qualify
under Section 422 as an "Incentive Stock Option".
18.0 PRONOUNS
<PAGE>
Wherever used herein, unless the context indicates otherwise, words in
the masculine form shall be deemed to refer to females as well as
males.
-16-
March 15, 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 assumption by the Company of the 1991
Isys Long Term Equity Incentive Plan (the "Plan") in connection with te
acquisition of Isys Controls, Inc. on February 29, 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 60,000,000 shares of common
stock, $.002 par value per share.
3. The outstanding common stock of the Company has been duly authorized,
constitutes validly issued, fully paid and non-assessable shares of capital
stock of the Company and no personal liability attaches to any of the shares;
and
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-assessable shares of capital stock of the Company to which no personal
liability will attach.
<PAGE>
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
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 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 the Cognex
Corporation.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
March 29, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Form S-8 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.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
San Francisco, California
March 28, 1996
