SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

COGENT, INC.

(Name of Subject Company (Issuer))

3M COMPANY

VENTURA ACQUISITION CORPORATION

(Names of Filing Persons (Offerors))

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

19239Y 10 8

(CUSIP Number of Class of Securities)

Gregg M. Larson

Deputy General Counsel and Secretary

3M Company

3M Center

St. Paul, Minnesota 55144

(651) 733-2204

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Christopher E. Austin

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza
New York, New York 10006
(212) 225-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not Applicable*	Not Applicable*

*A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:           N/A                                         Filing Party:          N/A

Form of Registration No.:          N/A                                         Date Filed:            N/A

xCheck the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x   third party tender offer subject to Rule 14d-1

oissuer tender offer subject to Rule 13e-4

ogoing private transaction subject to Rule 13e-3

oamendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

This filing on Schedule TO relates to a planned tender offer by Ventura Acquisition Corporation (“Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of 3M Company, a Delaware corporation (the “Company”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of Cogent, Inc., a Delaware corporation (“Cogent”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of August 29, 2010, by and among the Company, Purchaser and Cogent.

Additional Information

The planned tender offer described in this document and the exhibits hereto has not yet been commenced.  This document and the exhibits hereto are neither an offer to purchase nor a solicitation of an offer to sell shares of Cogent.  At the time the tender offer is commenced, the Company and Purchaser intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and Cogent intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  The Company, Purchaser and Cogent intend to mail these documents to the stockholders of Cogent.  These documents will contain important information about the tender offer and stockholders of Cogent are urged to read them carefully when they become available. Stockholders of Cogent will be able to obtain a free copy of these documents (when they become available) and other documents filed by Cogent, the Company or Purchaser with the Securities and Exchange Commission (the “Commission”) at the website maintained by the Commission at www.sec.gov.  In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase or from the Company.

Forward-Looking Statements

This document and the exhibits hereto contain forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements about the expected terms of the proposed acquisition; the ability to complete the proposed transaction; the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include that the transaction may not be timely completed, if at all, upon favorable terms; the possibility that expected benefits may not materialize as expected; that, prior to the completion of the transaction, Cogent’s business may not perform as expected due to transaction-related uncertainty or other factors; that the Company is unable to successfully implement integration strategies; and other risks that are described in the Company’s and Cogent’s reports filed with the Commission, including but not limited to the risks described under “Risk Factors” in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in Part II, Item 1A in the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010.  The Company and Cogent assume no obligation and do not intend to update these forward-looking statements.

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010
99.2	3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010

3

EX-99.1

Exhibit 99.1

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved.

© 3M 2010. All Rights Reserved. Today we announced a definitive agreement for 3M’s acquisition of Ventura. We expect to conclude the agreement sometime in the fourth quarter following all the necessary steps associated with the acquisition of a public company. We’ll be able to provide more details in the weeks and months ahead. In the meantime, it is business as usual. © 3M 2010. All Rights Reserved. Welcome

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. 3M Company Facts BACKED BY 3M RESOURCES $23.1 billion Sales in 2009 63% Sales outside of US $3.2 billion Net Income $1.3 billion R&D Spending $903 million Capital Spending 75,000 Employees >3M Corporate Source: 3M Company 2009 Year-End Fact Sheet

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. 3M Company Facts STRUCTURE George Buckley, Chairman, President and CEO 35 international companies with manufacturing operations 35 with laboratories More than 35 business units, organized into six businesses Operations in more than 65 countries 6,700 researchers worldwide >3M Corporate Source: 3M Company 2009 Year-End Fact Sheet

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. 3M Corporate Structure Display & Graphics Sales: $3.1B O.I: $0.6B Safety, Security & Protection Services Sales: $3.2B O.I: $0.7B Consumer & Office Sales: $3.5B O.I: $0.7B Industrial & Transportation Sales: $7.1B O.I: $1.2B >3M Corporate >3M Businesses Health Care Sales: $4.3B O.I: $1.4B Electro & Communications Sales: $2.3B O.I: $0.3B Source: 3M Company 2009 Annual Report

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. SS&PS Business Structure Industrial Minerals Products Division Occupational Health and Environmental Safety Division Building and Commercial Services Division Security Systems Division Track & Trace Division >3M Corporate >3M Businesses >Safety Security & Protection Services Jean Lobey, Executive VP Corrosion Protection Products Division

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. SSD Business Structure Security Materials >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division Michael Delkoski, VP and GM Issuance Systems Authentication Systems

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. Security Systems Division Trusted partner committed to security Global industry leader with local perspective Broad capabilities to meet your needs >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division Helping protect people, documents and goods 30 years industry experience Ongoing innovation and R&D Expert consultants and designers Leverage 3M Company’s global resources 3M offices in 60 countries 3M contributes to security solutions around the world Custom-designed systems Proprietary 3M technologies End-to-end solutions

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. Reliable enrollment and entitlement Full production of secure documents Secure and confidential data management Biometrics Security Systems Division SECURITY MATERIALS ISSUANCE SYSTEMS AUTHENTICATION SYSTEMS complete security solutions >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division Travel Documents Licenses and ID Cards Labels and Stamps Capture and evaluate data in real time Accurately identify and verify Enable rapid response Biometrics

© 3M 2010. All Rights Reserved. Personalization Create / activate valid ID (print, materials) QC (reader) Personalization application software Entitlement Permission (query dBs – may include biometrics and unique identifiers) Entitlement application software Delivery Delivery service Delivery application software Cards Card bodies Contact chip inlays Contactless chip inlays Fixed print Passports Passport booklets ePassport chip inlays Fixed print Other Docs / Tokens Paper documents Labels / converting Fixed print Person Authentication Biometric application (matching) software Document Evaluation Document integrity (authentication) application software Response User interface (door, gate, lights) Use case specific application software Issuance Authentication Security Materials Secure Materials Security substrates Laminates Embedded materials Data Capture Biometric capture Document capture Human evaluation and reaction Enrollment Breeder document capture and authentication Biometric capture Enrollment application software Biometrics Is Key to Our Portfolio

© 3M 2010. All Rights Reserved. Personalization Create / activate valid ID (print, materials) QC (reader) Personalization application software Entitlement Permission (query dBs – may include biometrics and unique identifiers) Entitlement application software Delivery Delivery service Delivery application software Cards Card bodies Contact chip inlays Contactless chip inlays Fixed print Passports Passport booklets ePassport chip inlays Fixed print Other Docs / Tokens Paper documents Labels / converting Fixed print Person Authentication Biometric application (matching) software Document Evaluation Document integrity (authentication) application software Response User interface (door, gate, lights) Use case specific application software Issuance Authentication Security Materials Secure Materials Security substrates Laminates Embedded materials Data Capture Biometric capture Document capture Human evaluation and reaction Enrollment Breeder document capture and authentication Biometric capture Enrollment application software Biometrics Is Key to Our Portfolio

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. ENROLL & ENTITLE 3M Issuance Systems Core solution: 3M™ Identity Document Issuance System Industry-leading data-capture devices and ID-management software Custom-designed software and hardware to help meet your needs Designed to enhance operational efficiency, reduce costs and address risks >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division >3M Issuance Systems customized reliable comprehensive State of the art fingerprint and palm print technology Cost effective, FBI certified NIST compliant Handheld portable devices Supporting government agencies

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. TYPICAL APPLICATIONS FOR SECURITY MATERIALS Security Materials and Credentials Identification cards Travel documents Security paper documents >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division >3M Security Materials documents secure brand protection Government excise labels Brand protection and asset tracking labels

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. Security Materials and Credentials Tamper-resistant technologies Contact and contact-less chip-enabled documents Cards, labels and stamps Films and substrates Strips and patches >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division >3M Security Materials Overt, covert and forensic security technologies Laminate, overlay and substrate ID card and bio data page technologies Various levels of security printing technologies security material trusted technologies

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. 3M Authentication Systems >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division >3M Authentication Systems secure integrated accurate Border Management Solutions Software Solutions for Traveler Processing Document Authentication Solutions Biographic validation Secure Document Quality Assurance Full Line of Document Readers Biometric Capture Devices and Matching Software Consultancy Maintenance Services and Tech. Support Systems Integration

© 3M 2010. All Rights Reserved. © 3M 2010. All Rights Reserved. Issuance Authentication 3M/Ventura ENROLL & ENTITLE PRODUCE PERSONALIZE DELIVER CAPTURE DATA EVALUATE DOCUMENT IDENTIFY & VERIFY RESPOND >3M Corporate >3M Businesses >Safety Security & Protection Services >Security Systems Division Together we are the global leader for identification and authentication systems

© 3M 2010. All Rights Reserved. Thank You

EX-99.2

Exhibit 99.2

 Innovative Deliver Grow 3M China Corporate Overview Kenneth Yu, Managing Director, 3M China & China Region

Our Mission To be the most innovative enterprise To be the preferred supplier in served markets

Our Values Satisfying our customers with superior quality, value and service. Providing investors with an attractive return through sustained, high-quality growth. Respecting our social and physical environment. Being a company employees are proud to be part of.

3M Overview Founded in1902 Headquarter: St. Paul, Minnesota, USA One of 30 companies in the Dow Jones Industrial Average A component of the Standard & Poor’s 500 Index 2009 Facts Worldwide sales $ 23.12 billion R&D Expenditures $ 1.29 billion Employees 74,835 person Ranks No. 351 on Fortune Global 500 companies in 2009

3M China Overview Founded in 1984, the first foreign-invested enterprise outside of Shenzhen special economic zones Total investment more than $ 700 million Over 5700+ employees “Most Admired Foreign-invested Enterprise in China” “The Best Citizenship”

3M China Facilities HQ: Shanghai Manufactories: Shanghai(5 ), Suzhou(1),GuangZhou (1) 3M R&D Center / Technical Centers : Shanghai / Beijing, Guangzhou, Suzhou 3M Offices: 25 municipal cities & districts Distribution Centers: Tianjin ShenZhen Shanghai Fuzhou Guangzhou Wuhan Shenyang Chengdu Shanghai Beijing Shenzhen Suzhu Qingdao Nanjin Hangzhou Xi’an Chongqing Tianjin Dalian Kunming ZhengZhou Urumqi xiamen Jinan Ningbo Wuxi Changchun Changsha

Growth Engine is Working in China 3M China R&D Center Customer Technical Center Consumer Display Center Hall of Fame Innovation Auditorium Tape/Film Development Lab Aging Lab Communication Market Lab Dyneon Lab South China Technical Center Customer Technical Center Adhesive & Tape Lab Chemical Lab North China Technical Center Respiratory Lab Dental Lab Suzhou Optical Lab

PUJIANG JINSHAN GUANGZHOU CAOHEJING XINQIAO SUZHOU 3M Expands Manufacturing Capacity 01 02 03 04 05 06 07 08 +41% 3M China Capex WAIGAOQIAO

Suzhou Plant

Guangzhou Plant

Jinshan Plant

Pujiang Plant

Xinqiao Plant

 More than 60,000 products developed Promote over 500 new products annually 50% of global population use 3M’s products in daily lives Consumer and Office Electro and Communications Display and Graphics Safety, Security & Protection Industrial and Transportation Health Care Six Market-Leading Businesses

 Industrial & Transportation Business

Safety, Security & Protection Service Business

Health Care Business

Display & Graphics Business

Electro & Communication Business

Consumer & Office Business

 More Than 45 Core Technologies Innovation -- Core Technology Platforms

3M Core Technologies Markets Adhesives Abrasives Ceramics Electronic Packaging Microreplication Light Management Specialty Materials Nonwoven Materials Polymer Melt Processing Architecture & Construction Automotive, Marine & Aerospace Electronics Manufacturing Graphic Arts Health Care Home & Leisure Manufacturing & Industry Office Safety: Transportation & Personal Security Utilities & Telecommunications Integr. Systems Design Technologies PlatformsMultiple Markets

Innovation Paradigm 15% principle to encourage spontaneous innovation Explore new technology fields Boundless communication & collaboration cross functions & departments 69,000 new products over 1 century (3 new products every 2 days) 35% of sales comes from the new products in the last 4 years Average 500 new products each year

 Thanks!