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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended OCTOBER 1, 2000 or
Transition Report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 for the transition period from
to ------------------
-----------------
COMMISSION FILE NUMBER 0-17869
COGNEX CORPORATION
(Exact name of registrant as specified in its charter)
------------------------------------------------------
MASSACHUSETTS 04-2713778
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE VISION DRIVE
NATICK, MASSACHUSETTS 01760-2059
(508) 650-3000
------------------------------------------
(Address, including zip code, and telephone
number, including area code, of principal
executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of October 29, 2000, there were 43,376,615 shares of Common Stock, $.002
par value, of the registrant outstanding.
Total number of pages: 13
Exhibit index is located on page 12
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INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the three and nine months
ended October 1, 2000 and October 3, 1999
Consolidated Balance Sheets at October 1, 2000 and December 31,
1999
Consolidated Statement of Stockholders' Equity for the nine months
ended October 1, 2000
Consolidated Condensed Statements of Cash Flows for the nine months
ended October 1, 2000 and October 3, 1999
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------- -------------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenue............................................ $67,960 $41,046 $184,642 $103,802
Cost of revenue.................................... 17,402 11,949 47,480 31,619
------- ------- -------- --------
Gross profit....................................... 50,558 29,097 137,162 72,183
Research, development, and engineering expenses.... 8,265 7,555 23,631 20,614
Selling, general, and administrative expenses...... 16,143 10,897 43,313 31,336
Amortization of goodwill........................... 555 66 1,199 175
------- ------- -------- --------
Operating income................................... 25,595 10,579 69,019 20,058
Investment income.................................. 2,624 1,667 6,931 4,745
Other income....................................... 297 206 758 557
------- ------- -------- --------
Income before provision for income taxes........... 28,516 12,452 76,708 25,360
Provision for income taxes......................... 9,125 3,486 24,547 7,101
------- ------- -------- --------
Net income......................................... $19,391 $ 8,966 $ 52,161 $ 18,259
======= ======= ======== ========
Net income per share:
Basic.......................................... $ .45 $ .22 $ 1.22 $ .45
======= ======= ======== ========
Diluted........................................ $ .42 $ .20 $ 1.14 $ .42
======= ======= ======== ========
Weighted-average common and common equivalent
shares outstanding:
Basic.......................................... 43,325 41,146 42,930 40,727
======= ======= ======== ========
Diluted........................................ 45,833 44,348 45,843 43,868
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 4
COGNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
OCTOBER 1, DECEMBER 31,
2000 1999
ASSETS ----------- ------------
(UNAUDITED)
Current assets:
Cash and investments.......................... $260,518 $216,947
Accounts receivable, less reserves of $2,331
and $2,836 in 2000 and 1999, respectively.... 42,461 28,742
Inventories................................... 18,811 10,872
Deferred income taxes......................... 6,097 6,082
Prepaid expenses and other.................... 10,057 6,149
-------- --------
Total current assets........................ 337,944 268,792
Property, plant, and equipment, net........... 32,673 31,857
Deferred income taxes......................... 7,051 7,051
Other assets.................................. 31,826 7,122
-------- --------
$409,494 $314,822
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................. $ 7,532 $ 4,237
Accrued expenses.............................. 21,874 18,536
Accrued income taxes.......................... 11,634 7,470
Customer deposits............................. 2,992 2,714
Deferred revenue.............................. 5,152 4,508
-------- --------
Total current liabilities................... 49,184 37,465
-------- --------
Other liabilities............................. 375 733
Stockholders' equity:
Common stock, $.002 par value -
Authorized: 140,000,000 shares, issued:
45,716,954 and 44,220,434
shares in 2000 and 1999, respectively....... 91 88
Additional paid-in capital.................... 152,911 122,522
Treasury stock, at cost, 2,365,387 and
2,381,032 shares in 2000 and
1999, respectively.......................... (42,676) (43,550)
Retained earnings.............................. 249,177 197,016
Accumulated other comprehensive income......... 432 548
-------- --------
Total stockholders' equity................... 359,935 276,624
-------- --------
$409,494 $314,822
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
2
<PAGE> 5
COGNEX CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL TREASURY STOCK OTHER TOTAL
------------------ PAID-IN --------------- RETAINED COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS'
SHARES PAR VALUE CAPITAL SHARES COST EARNINGS INCOME INCOME EQUITY
------ --------- ---------- ------ ---- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1999... 44,220,434 $88 $122,522 2,381,032 $(43,550) $197,016 $548 $276,624
Issuance of common
stock under stock
option and stock
purchase plans..... 1,496,520 3 17,089 17,092
Tax benefit from
exercise of stock
options............ 13,300 13,300
Common stock received
for payment of stock
option exercises.... 1,974 (78) (78)
Acquisition of Image
Industries, Ltd..... (17,619) 952 952
Comprehensive income:
Net income.......... 52,161 52,161 52,161
Unrealized gain on
investment, net of
tax............... 284 284 284
Foreign currency
translation
adjustment........ (400) (400) (400)
Comprehensive income.. $52,045
---------- --- -------- --------- -------- -------- ---- ======= --------
Balance at October 1,
2000 (unaudited).... 45,716,954 $91 $152,911 2,365,387 $(42,676) $249,177 $432 $359,935
========== === ======== ========= ======== ======== ==== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE> 6
COGNEX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
NINE MONTHS ENDED
---------------------------
OCTOBER 1, OCTOBER 3,
2000 1999
---------- ----------
(UNAUDITED)
Cash flows from operating activities:
Net income....................................... $ 52,161 $ 18,259
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization.................. 8,889 6,996
Tax benefit from exercise of stock options..... 13,300 2,394
Change in current assets and current
liabilities.................................. (15,555) 10,757
Other.......................................... (968) 424
-------- --------
Net cash provided by operating activities...... 57,827 38,830
-------- --------
Cash flows from investing activities:
Purchase of investments....................... (100,569) (79,542)
Maturity of investments....................... 54,113 45,021
Purchase of property, plant, and equipment.... (5,215) (2,299)
Cash paid for business and technology
acquisitions, net of cash assumed........... (22,181) (1,624)
-------- --------
Net cash used in investing activities......... (73,852) (38,444)
-------- --------
Cash flows from financing activities:
Issuance of common stock under stock
option and stock purchase plans............... 17,014 8,579
-------- --------
Net cash provided by financing activities....... 17,014 8,579
-------- --------
Effect of exchange rate changes on cash........... 201 (738)
-------- --------
Net increase in cash and cash equivalents......... 1,190 8,227
Cash and cash equivalents at beginning of period.. 48,665 27,807
-------- --------
Cash and cash equivalents at end of period........ 49,855 36,034
Investments....................................... 210,663 164,628
-------- --------
Cash and investments.............................. $260,518 $200,662
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
4
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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
As permitted by the rules of the Securities and Exchange Commission
applicable to Quarterly Reports on Form 10-Q, these notes are condensed and
do not contain all disclosures required by generally accepted accounting
principles. Reference should be made to the consolidated financial
statements and related notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
In the opinion of the management of Cognex Corporation, the accompanying
consolidated unaudited financial statements contain all adjustments
(consisting of only normal, recurring adjustments) necessary to present
fairly the Company's financial position at October 1, 2000, and the results
of its operations for the three and nine months ended October 1, 2000 and
October 3, 1999, and changes in stockholders' equity and cash flows for the
periods presented.
The results disclosed in the Consolidated Statements of Income for the
three and nine months ended October 1, 2000 are not necessarily indicative
of the results to be expected for the full year.
Certain amounts reported in prior periods have been reclassified to be
consistent with the current period's presentation.
.
INVENTORIES
-----------
Inventories consist of the following:
(In thousands) OCTOBER 1, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED)
Raw materials............................. $ 2,364 $ 5,451
Work-in-process........................... 6,348 1,987
Finished goods............................ 10,099 3,434
------- -------
$18,811 $10,872
======= =======
5
<PAGE> 8
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NET INCOME PER SHARE
Net income per share is calculated as follows:
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- ----------------------------
OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
2000 1999 2000 1999
---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net income........... $19,391 $ 8,966 $52,161 $18,259
======= ======= ======= =======
BASIC:
Weighted-average common
shares outstanding.. 43,325 41,146 42,930 40,727
======= ======= ======= =======
Net income per common
share............... $ .45 $ .22 $ 1.22 $ .45
======= ======= ======= =======
DILUTED:
Weighted-average common
shares outstanding.... 43,325 41,146 42,930 40,727
Effect of dilutive
securities:
Stock options......... 2,508 3,202 2,913 3,141
------- ------- ------- -------
Weighted-average common
and common equivalent
shares outstanding.... 45,833 44,348 45,843 43,868
======= ======= ======= =======
Net income per common
and common equivalent
share................. $ .42 $ .20 $ 1.14 $ .42
======= ======= ======= =======
</TABLE>
ACQUISITION OF KOMATSU LTD. MACHINE VISION BUSINESS
On March 31, 2000, the Company acquired selected assets of the machine vision
business of Komatsu Ltd. for $11,200,000 in cash, with the potential for
additional cash payments in 2002 of up to $8,000,000 depending upon certain
performance criteria. The purchase price was allocated as follows: $297,000 to
tangible equipment, to be depreciated in accordance with the Company's
depreciation policy; $400,000 to workforce, to be amortized over two years;
$2,462,000 to complete technology, to be amortized over five years; and
$8,041,000 to goodwill, also to be amortized over five years. The contingent
consideration will be recorded as purchase price when paid and will be allocated
to goodwill to be amortized over the remaining period of expected benefit.
The acquisition was accounted for under the purchase method of accounting.
Accordingly, the results of operations of the acquired business have been
included in the Company's consolidated results of operations since the date of
the acquisition. The financial position and results of operations of the
acquired business were not material compared to the Company's financial position
and consolidated results of operations, and therefore, pro forma results are not
presented.
ACQUISITION OF IMAGE INDUSTRIES, LTD.
On April 20, 2000, the Company acquired all of the outstanding shares of Image
Industries, Ltd. ("Image Industries"), a privately held manufacturer of low-cost
machine vision systems located in the United Kingdom. The purchase price of
$2,706,000 included $876,000 in cash at closing, $878,000 in cash to be paid
through 2002, and 17,619 shares of Cognex common stock, issued from treasury,
with a fair value of $952,000. At October, 1 2000, $815,000 of the purchase
price remained to be paid out in cash through 2002. The purchase price was
allocated as follows: $671,000 to tangible net assets; $200,000
6
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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
to workforce, to be amortized over five years; and $1,835,000 to goodwill, also
to be amortized over five years.
The acquisition was accounted for under the purchase method of accounting.
Accordingly, Image Industries' results of operations have been included in the
Company's consolidated results of operations since the date of the acquisition.
Image Industries' financial position and historical results of operations were
not material compared to the Company's consolidated financial position and
results of operations, and therefore, pro forma results are not presented.
ACQUISITION OF HONEYWELL INTERNATIONAL INC. WEB INSPECTION BUSINESS
On September 30, 2000, the Company acquired selected assets of the web
inspection business of Honeywell International Inc. ("Honeywell") for $8,400,000
in cash. The Company paid an additional $1,600,000 at the closing that is
contingent upon the resolution of certain performance criteria. There is the
potential for an additional payment of up to $1,600,000 in 2002 also depending
upon the resolution of certain performance criteria. As part of the agreement,
the Company and Honeywell also formed an alliance in which the Company will
provide its web inspection systems to Honeywell's customers in the pulp and
paper industry worldwide. The purchase price was recorded as goodwill to be
amortized over ten years. The contingent consideration will be recorded as
additional goodwill in the period that the performance criteria are met and will
be amortized over the remaining period of the expected benefit.
The acquisition was accounted for under the purchase method of accounting. As a
result of the proximity of the acquisition date to the end of the quarter, the
results of operations of the acquired business were not included in the third
quarter. The financial position and results of operations of the acquired
business were not material compared to the Company's consolidated financial
position and results of operations, and therefore, pro forma results are not
presented.
OTHER ASSETS
On June 30, 2000, Cognex Corporation became a Limited Partner in Venrock
Associates III, L.P., a venture capital fund. The company invested $2,500,000
in the partnership and committed to a total investment of up to $25,000,000
over a ten-year period. The investment is recorded in "Other assets" on the
Consolidated Balance Sheet and will be accounted for on a cost basis. A
director of the company is affiliated with Venrock Associates III, L.P.
NEW PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 sets forth guidelines for accounting and disclosures
related to revenue recognition. SAB No. 101, as amended by SAB No. 101B, does
not require registrants that have not applied this accounting to restate prior
financial statements, provided they report a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes," no later than the fourth quarter of the fiscal year beginning after
December 15, 1999. The Company is evaluating the accounting and disclosure
requirements of SAB No. 101 and will report the effect, if any, in the fourth
quarter of 2000.
7
<PAGE> 10
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In June 2000, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard ("FAS") No. 138, "Accounting for Certain
Derivative Instruments -- An amendment of FAS 133" Accounting for Derivative
Instruments and Hedging Activities". FAS 138 shall be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. We do not expect
FAS 138 to have a material impact on our financial position and results of
operations.
8
<PAGE> 11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the three-month and nine-month periods ended October 1, 2000 totaled
$67,960,000 and $184,642,000, respectively, compared to $41,046,000 and
$103,802,000 for the same periods in 1999, representing a 66% increase for the
three-month period and a 78% increase for the nine-month period. The increase in
revenue is due to a higher volume of machine vision systems sold to both
Original Equipment Manufacturers (OEM) and end-user customers in all geographic
regions. Sales to OEM customers increased $16,041,000, or 60%, over the
three-month period in 1999 and $52,534,000, or 87%, over the nine-month period
in 1999. Sales to end-user customers increased $10,873,000, or 75%, over the
three-month period in 1999 and $28,306,000, or 66%, over the nine-month period
in 1999.
Comparing consecutive quarters, revenue increased $5,773,000, or 9%, over the
second quarter of 2000. The sequential increase in revenue can be attributed to
a higher volume of machine vision systems sold to the Company's Japanese OEM
customers in the semiconductor and electronics industries. Based on current
order levels the Company expects revenue to continue to increase sequentially
and year-over-year for the fourth quarter.
Gross profit as a percentage of revenue for the three-month and nine-month
periods ended October 1, 2000 was 74% in both periods, compared to 71% and 70%,
respectively, for the same periods in 1999. The increase in the gross margin is
due primarily to manufacturing efficiencies that resulted from a significant
increase in product sales without a corresponding increase in manufacturing
overhead.
Research, development, and engineering expenses for the three-month and
nine-month periods ended October 1, 2000 were $8,265,000 and $23,631,000,
respectively, compared to $7,555,000 and $20,614,000 for the same periods in
1999, representing a 9% increase for the three-month period and a 15% increase
for the nine-month period. The increase in aggregate expenses is due primarily
to higher personnel-related costs to support the Company's continued investment
in product development. Included in the incremental expenses are the operating
costs associated with the acquisitions of the machine vision businesses of
Komatsu, Ltd. and Image Industries. Expenses as a percentage of revenue were 12%
and 13%, respectively, for the three-month and nine-month periods in 2000,
compared to 18% and 20% for the same periods in 1999. The decrease in expenses
as a percentage of revenue is a result of revenue increasing at a faster rate
than spending. The Company anticipates that aggregate expenses will continue to
increase in the fourth quarter due to planned investment in product development.
Selling, general, and administrative expenses for the three-month and nine-month
periods ended October 1, 2000 were $16,143,000 and $43,313,000, respectively,
compared to $10,897,000 and $31,336,000 for the same periods in 1999,
representing a 48% increase for the three-month period and a 38% increase for
the nine-month period. The increase in aggregate expenses is due primarily to
higher personnel-related costs to support the Company's expanding worldwide
operations and grow the Company's end-user business. Included in the incremental
expenses are the operating costs associated with the acquisitions of the machine
vision businesses of Komatsu, Ltd. and Image Industries. Expenses as a
percentage of revenue were 24% and 23%, respectively, for the three-month and
nine-month periods in 2000, compared to 27% and 30% for the same periods in
1999. Expenses as a percentage of revenue decreased as a result of revenue
increasing at a faster rate than spending. The Company anticipates that
aggregate expenses will continue to increase in the fourth quarter due to
additional resources required further penetrate the end-user market.
Amortization of goodwill for the three-month and nine-month periods ended
October 1, 2000 was $555,000 and $1,199,000, respectively, compared to $66,000
and $175,000 for the same periods in
9
<PAGE> 12
1999. The increase in amortization expense is due to goodwill recorded in 2000
associated with the purchase of the machine vision businesses of Komatsu, Ltd.
and Image Industries.
Investment income for the three-month and nine-month periods ended October 1,
2000 was $2,624,000 and $6,931,000, respectively, compared to $1,667,000 and
$4,745,000 for the same periods in 1999, representing a 57% increase for the
three-month period and a 46% increase for the nine-month period. The increase in
investment income is primarily due to a higher average invested cash balance in
2000.
The Company's effective tax rate for both the three-month and nine-month periods
ended October 1, 2000 was 32%, compared to 28% for the same periods in 1999. The
increase in the effective tax rate is due primarily to the higher operating
income in 2000 and the diminishing effect of tax-free investment income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements during the nine-month period ended October 1,
2000 were met through cash generated from operations. Cash and investments
increased $43,571,000 from December 31, 1999 primarily as a result of
$57,827,000 of cash generated from operations and $17,014,000 from the issuance
of common stock under stock option and stock purchase plans, offset by
$22,181,000 cash paid for business and technology acquisitions. Capital
expenditures for the nine-month period were $5,215,000 and consisted primarily
of expenditures for computer hardware and software.
The Company believes that its existing cash and investments balance, together
with cash generated from operations, will be sufficient to meet the Company's
planned working capital and capital expenditure requirements through 2000,
including potential future business acquisitions.
NEW PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." SAB No.
101 sets forth guidelines for accounting and disclosures related to revenue
recognition. SAB No. 101, as amended by SAB No. 101B, does not require
registrants that have not applied this accounting to restate prior financial
statements, provided they report a change in accounting principle in accordance
with Accounting Principles Board Opinion No. 20, "Accounting Changes," no later
than the fourth quarter of the fiscal year beginning after December 15, 1999.
The Company is evaluating the accounting and disclosure requirements of SAB No.
101 and will report the effect, if any, in the fourth quarter of 2000.
In June 2000, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard ("FAS") No. 138, "Accounting for Certain
Derivative Instruments -- An amendment of FAS 133 "Accounting for Derivative
Instruments and Hedging Activities". FAS 138 shall be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. We do not expect
FAS 138 to have a material impact on our financial position and results of
operations.
10
<PAGE> 13
FORWARD-LOOKING STATEMENTS
Certain statements made in this report, as well as oral statements made by the
Company from time to time, which are prefaced with words such as "expects,"
"anticipates," "believes," "projects," "intends," "plans," and similar words and
other statements of similar sense, are forward-looking statements. These
statements are based on the Company's current expectations and estimates as to
prospective events and circumstances, which may or may not be in the Company's
control and as to which there can be no firm assurances given. These
forward-looking statements, like any other forward-looking statements, involve
risks and uncertainties that could cause actual results to differ materially
from those projected or anticipated. Such risks and uncertainties include (1)
the loss of, or a significant curtailment of purchases by, any one or more
principal customers; (2) the cyclicality of the semiconductor and electronics
industries; (3) the Company's continued ability to achieve significant
international revenue; (4) capital spending trends by manufacturing companies;
(5) inability to protect the Company's proprietary technology and intellectual
property; (6) inability to attract or retain skilled employees; (7)
technological obsolescence of current products and the inability to develop new
products; (8) inability to respond to competitive technology and pricing
pressures; and (9) reliance upon certain sole source suppliers to manufacture or
deliver critical components of the Company's products. The foregoing list should
not be construed as exhaustive and the Company disclaims any obligation to
subsequently revise forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events. Further discussions of risk factors are
also available in the Company's registration statements filed with the
Securities and Exchange Commission. The Company wishes to caution readers not to
place undue reliance upon any such forward-looking statements, which speak only
as of the date made.
11
<PAGE> 14
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
None
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: November 14, 2000 COGNEX CORPORATION
/s/ Richard A. Morin
--------------------
Richard A. Morin
Vice President of Finance, Chief Financial
Officer, and Treasurer (duly authorized
officer, principal financial and accounting
officer)
13
