-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EqWO3hfppUYvMW69e195MRdfIWhm8IFukP3H+zqteyITneYHdbOoPEMGyXVoBkgG oiv8gJfC1jVRjnLEoVvZLQ== 0000950135-98-004530.txt : 19980810 0000950135-98-004530.hdr.sgml : 19980810 ACCESSION NUMBER: 0000950135-98-004530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980705 FILED AS OF DATE: 19980807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNEX CORP CENTRAL INDEX KEY: 0000851205 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042713778 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17869 FILM NUMBER: 98679188 BUSINESS ADDRESS: STREET 1: ONE VISION DR CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086503000 MAIL ADDRESS: STREET 1: ONE VISION DRIVE CITY: NATICK STATE: MA ZIP: 01760 10-Q 1 COGNEX CORPORATION 1 ================================================================================ 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 July 5, 1998 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 August 2, 1998, there were 40,889,808 shares of Common Stock, $.002 par value, of the registrant outstanding. Total number of pages: 13 Exhibit index is located on page 12 ================================================================================ 2 INDEX PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income for the three and six months ended July 5, 1998 and June 29, 1997 Consolidated Balance Sheets at July 5, 1998 and December 31, 1997 Consolidated Statement of Stockholders' Equity for the six months ended July 5, 1998 Consolidated Statements of Cash Flows for the six months ended July 5, 1998 and June 29, 1997 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 3 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS
COGNEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) THREE MONTHS ENDED SIX MONTHS ENDED JULY 5, JUNE 29, JULY 5, JUNE 29, 1998 1997 1998 1997 ------- -------- ------- -------- (UNAUDITED) (UNAUDITED) Revenue ............................................................. $32,036 $36,271 $72,092 $64,414 Cost of revenue ..................................................... 9,474 9,940 20,401 17,635 ------- ------- ------- ------- Gross margin ........................................................ 22,562 26,331 51,691 46,779 Research, development and engineering expenses ...................... 5,950 5,346 12,255 10,525 Selling, general and administrative ................................. 9,393 8,916 19,262 16,335 ------- ------- ------- ------- Income from operations .............................................. 7,219 12,069 20,174 19,919 Investment income ................................................... 1,791 1,244 3,519 2,577 Other income ........................................................ 171 172 336 329 ------- ------- ------- ------- Income before provision for income taxes ............................ 9,181 13,485 24,029 22,825 Provision for income taxes .......................................... 2,664 4,113 6,970 6,962 ------- ------- ------- ------- Net income .......................................................... $ 6,517 $ 9,372 $17,059 $15,863 ======= ======= ======= ======= Net income per share: Basic ........................................................... $ .16 $ .23 $ .41 $ .39 ======= ======= ======= ======= Diluted ......................................................... $ .15 $ .21 $ .39 $ .36 ======= ======= ======= ======= Weighted-average common and common equivalent shares outstanding: Basic ........................................................... 41,424 41,156 41,616 41,040 ======= ======= ======= ======= Diluted ......................................................... 43,906 44,539 44,182 44,267 ======= ======= ======= =======
The accompanying notes are an integral part of these consolidated financial statements. 1 4
COGNEX CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands) JULY 5, DECEMBER 31, 1998 1997 ----------- ------------ ASSETS (UNAUDITED) Current assets: Cash and investments ..................................................... $160,589 $178,014 Accounts receivable, less reserves of $2,270 and $1,940 in 1998 and 1997, respectively .................................................... 27,566 25,095 Revenue in excess of billings ............................................ 3,500 3,723 Inventories .............................................................. 9,704 7,784 Deferred income taxes .................................................... 3,996 3,453 Prepaid expenses and other ............................................... 5,470 5,937 -------- -------- Total current assets ................................................. 210,825 224,006 Property, plant and equipment, net ............................................ 34,574 32,995 Other assets .................................................................. 4,688 3,462 Deferred income taxes ......................................................... 1,520 1,377 -------- -------- $251,607 $261,840 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ......................................................... $ 2,328 $ 3,332 Accrued expenses ......................................................... 11,712 13,712 Accrued income taxes ..................................................... 1,364 2,684 Customer deposits ........................................................ 2,307 3,112 Deferred revenue ......................................................... 2,365 1,596 -------- -------- Total current liabilities ............................................ 20,076 24,436 -------- -------- Other liabilities ............................................................. 1,261 1,262 Stockholders' equity: Common stock, $.002 par value - Authorized: 120,000,000 shares, issued: 42,165,774 and 41,859,395 shares in 1998 and 1997, respectively ................................. 84 84 Additional paid-in capital ............................................... 93,793 91,082 Cumulative translation adjustment ........................................ (71) 44 Retained earnings ........................................................ 163,427 146,368 Treasury stock, at cost, 1,298,020 and 103,139 shares in 1998 and 1997, respectively .................................................... (26,963) (1,436) -------- -------- Total stockholders' equity ........................................... 230,270 236,142 -------- -------- $251,607 $261,840 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 2 5
COGNEX CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Dollars in thousands) COMMON STOCK ADDITIONAL CUMULATIVE TREASURY STOCK TOTAL ------------------- PAID-IN TRANSLATION RETAINED -------------------- STOCKHOLDERS' SHARES PAR VALUE CAPITAL ADJUSTMENT EARNINGS SHARES COST EQUITY ---------- --------- ------- ---------- -------- --------- --------- ------------ Balance at December 31, 1997 ............... 41,859,395 $84 $91,082 $ 44 $146,368 103,139 $ (1,436) $236,142 Issuance of common stock under stock option and stock purchase plans ....... 306,379 1,846 1,846 Tax benefit from exercise of stock options ............................... 865 865 Common stock received for payment of stock option exercises ................ 2,881 (75) (75) Repurchase of common stock ............... 1,192,000 (25,452) (25,452) Translation adjustment ................... (115) (115) Net income ............................... 17,059 17,059 ---------- --- ------- ----- -------- --------- -------- -------- Balance at July 5, 1998 (unaudited) ........ 42,165,774 $84 $93,793 $ (71) $163,427 1,298,020 $(26,963) $230,270 ========== === ======= ===== ======== ========= ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 3 6
COGNEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) SIX MONTHS ENDED JULY 5, JUNE 29, 1998 1997 -------- -------- (UNAUDITED) Cash flows from operating activities: Net income ............................................................... $ 17,059 $ 15,863 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .......................................... 4,397 2,758 Tax benefit from exercise of stock options ............................. 865 2,302 Deferred income tax provision .......................................... (686) 16 Change in other current assets and current liabilities ................. (8,041) (9,156) Other .................................................................. (1,582) -------- -------- Net cash provided by operating activities ................................ 12,012 11,783 -------- -------- Cash flows from investing activities: Purchase of investments .................................................. (38,736) (32,095) Maturity of investments .................................................. 37,831 20,977 Purchase of property, plant and equipment ................................ (4,908) (6,102) Cash paid related to Mayan acquisition ................................... (432) Other 496 -------- -------- Net cash used in investing activities .................................... (6,245) (16,724) -------- -------- Cash flows from financing activities: Issuance of common stock under stock option and stock purchase plans ..... 1,771 1,503 Repurchase of common stock ............................................... (25,452) -------- -------- Net cash (used in)/provided by financing activities ...................... (23,681) 1,503 -------- -------- Effect of exchange rate changes on cash ....................................... 441 (182) -------- -------- Net decrease in cash and cash equivalents ..................................... (17,473) (3,620) Cash and cash equivalents at beginning of period .............................. 38,198 48,423 -------- -------- Cash and cash equivalents at end of period .................................... 20,725 44,803 Investments ................................................................... 139,864 96,695 -------- -------- Cash and investments .......................................................... $160,589 $141,498 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 4 7 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, 1997, as filed with the Securities and Exchange Commission on March 27, 1998. In the opinion of the management of Cognex Corporation, the accompanying consolidated financial statements contain all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company's financial position at July 5, 1998, and the results of operations for the three and six months ended July 5, 1998, and changes in stockholders' equity and cash flows for the six months ended July 5, 1998. The results disclosed in the Consolidated Statements of Income for the three and six months ended July 5, 1998 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) JULY 5, DECEMBER 31, 1998 1997 ----------- ------------ (UNAUDITED) Raw materials ...................................... $4,583 $4,425 Work-in-process .................................... 1,896 1,355 Finished goods ..................................... 3,225 2,004 ------ ------ $9,704 $7,784 ====== ======
5 8 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NET INCOME PER SHARE
Net income per share is calculated as follows: (In thousands) THREE MONTHS ENDED SIX MONTHS ENDED JULY 5, JUNE 29, JULY 5, JUNE 29, 1998 1997 1998 1997 ------- --------- ------- -------- (UNAUDITED) (UNAUDITED) Net income .................................................................. $ 6,517 $ 9,372 $17,059 $15,863 ======= ======= ======= ======= BASIC: Weighted-average common shares outstanding .............................. 41,424 41,156 41,616 41,040 ======= ======= ======= ======= Net income per common share ............................................. $ .16 $ .23 $ .41 $ .39 ======= ======= ======= ======= DILUTED: Weighted-average common shares outstanding .............................. 41,424 41,156 41,616 41,040 Effect of dilutive securities: Stock options ........................................................ 2,482 3,383 2,566 3,227 ------- ------- ------- ------- Weighted-average common and common equivalent shares outstanding ................................................... 43,906 44,539 44,182 44,267 ======= ======= ======= ======= Net income per common and common equivalent share ....................... $ .15 $ .21 $ .39 $ .36 ======= ======= ======= =======
COMPREHENSIVE INCOME The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," effective January 1, 1998. SFAS No. 130 requires that all items recognized under accounting standards as components of comprehensive income be shown in an annual financial statement that is displayed with the same prominence as other annual financial statements. This statement also requires that an entity classify items of other comprehensive income by their nature in an annual financial statement. Other comprehensive income consists of foreign currency translation adjustments. Comprehensive income totaled $6,444,000 and $16,944,000 for the three and six months ended July 5, 1998 and $9,313,000 and $15,830,000 for the three and six months ended June 29, 1997. STOCK REPURCHASE PROGRAM On April 21, 1998, the Company's Board of Directors authorized the repurchase of up to $20,000,000 of the Company's common stock. A total of 882,000 shares were repurchased through May 27, 1998 amounting to $19,936,694 which completed the Company's repurchases under this program. On June 3, 1998, the Board authorized the repurchase of up to an additional 1,500,000 shares of the Company's common stock. As of July 5, 1998, 310,000 shares have been repurchased under this second program amounting to $5,515,315. Such repurchases are part of the Company's ongoing program to replenish shares used for the granting of stock options and are made from time to time in the open market or in private transactions depending upon acceptable price levels and the availability of shares. Funds for the repurchases come from the Company's existing cash and investment balances along with cash generated from operations. 6 9 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUBSEQUENT EVENT On July 28, 1998, the Company signed a definitive agreement to form a global relationship with Rockwell Automation. Under the agreement, the Company paid cash for certain technologies of Rockwell Automation's Allen Bradley machine vision business and has become the preferred supplier of machine vision products to Rockwell Automation's customers worldwide. This transaction is not expected to materially impact the Company's financial position, results of operations, or cash flows in 1998, excluding an expected charge for in-process technology in the third quarter of approximately $1,000,000 to $2,000,000. 7 10 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue for the three-month and six-month periods ended July 5, 1998 totaled $32,036,000 and $72,092,000, respectively, compared to $36,271,000 and $64,414,000 for the same periods in 1997, representing a 12% decrease for the three-month period and a 12% increase for the six-month period. Historically, the Company's revenue has fluctuated with the capital spending trends of its core Original Equipment Manufacturer (OEM) customers serving the semiconductor and electronics industries. The Company's results for the second quarter of 1998 were impacted by a worldwide slowdown in capital spending in these industries, caused in part by the current Asian financial crisis. The decrease in revenue of $4,235,000, or 12%, for the three-month period is due primarily to decreased volume from the Company's OEM customers. Sales to OEM customers decreased $7,138,000, or 28%, from the second quarter of 1997. Sales to end user customers, however, increased $2,903,000, or 27%, from the second quarter of 1997 due primarily to increased volume resulting from additional sales and marketing resources serving customers in this market, as well as sales of Fine-Line products which the Company acquired from Mayan Automation, Inc. in a purchase transaction on July 31, 1997. The increase in revenue of $7,678,000, or 12%, for the six-month period is due primarily to increased volume from the Company's end user customers. Sales to end user customers increased $7,212,000, or 35%, from the prior year resulting again from additional sales and marketing resources serving customers in this market, as well as sales of Fine-Line products. Sales to OEM customers, however, remained fairly consistent with the prior year, as the increased volume achieved in the first quarter of 1998 over the first quarter of 1997 was almost completely offset by the decreased volume experienced in the second quarter of 1998 over the second quarter of 1997. The Company anticipates that its results for the remainder of 1998 will continue to be impacted by the worldwide slowdown in capital spending in the semiconductor and electronics industries due to indications that a recovery in these industries may not happen until 1999. Accordingly, the Company anticipates that revenue for the second half of 1998 will continue to be lower than both the levels achieved in the second half of 1997 as well as the first half of 1998. Gross margin as a percentage of revenue for the three-month and six-month periods ended July 5, 1998 was 70% and 72%, respectively, compared to 73% for the same periods in 1997. The decrease in gross margin as a percentage of revenue is due primarily to higher service costs in 1998 as the Company builds its worldwide service and support team. Gross margin as a percentage of revenue may continue to decrease during the second half of 1998 as manufacturing overhead expenses may not be fully absorbed by the volume of machine vision systems manufactured. 8 11 RESULTS OF OPERATIONS, CONTINUED Research, development and engineering expenses for the three-month and six-month periods ended July 5, 1998 totaled $5,950,000 and $12,255,000, respectively, compared to $5,346,000 and $10,525,000 for the same periods in 1997, representing an 11% increase for the three-month period and a 16% increase for the six-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs to support the Company's continued investment in the research and development of new and existing products. Expenses as a percentage of revenue were 19% and 17% for the three-month and six-month periods in 1998, compared to 15% and 16% for the same periods in 1997. The increase in expenses as a percentage of revenue is due primarily to the growth in research, development and engineering expenses outpacing the growth in revenue. The Company intends to continue its product development efforts, and therefore, the level of research, development and engineering expenses as a percentage of revenue may continue to increase during the second half of 1998. Selling, general and administrative expenses for the three-month and six-month periods ended July 5, 1998 totaled $9,393,000 and $19,262,000, respectively, compared to $8,916,000 and $16,335,000 for the same periods in 1997, representing a 5% increase for the three-month period and an 18% increase for the six-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs, both domestically and internationally, to support the Company's expanding worldwide operations. Expenses as a percentage of revenue were 29% and 27% for the three-month and six-month periods in 1998, compared to 25% for the same periods in 1997. The increase in expenses as a percentage of revenue is due primarily to the growth in selling, general and administrative expenses outpacing the growth in revenue. The Company intends to continue its efforts to further penetrate the end user market, and therefore, the level of selling, general and administrative expenses as a percentage of revenue may continue to increase during the second half of 1998. Investment income for the three-month and six-month periods ended July 5, 1998 totaled $1,791,000 and $3,519,000, respectively, compared to $1,244,000 and $2,577,000 for the same periods in 1997, representing a 44% increase for the three-month period and a 37% increase for the six-month period. The increase in investment income is due primarily to an increase in the Company's invested cash balance during 1998. The Company's effective tax rate was 29.0% for the three-month and six-month periods ended July 5, 1998 compared to 30.5% for the same periods in 1997. The decrease in the effective tax rate is primarily attributable to a higher tax benefit associated with the Company's foreign sales corporation. On July 28, 1998, the Company signed a definitive agreement to form a global relationship with Rockwell Automation. Under the agreement, the Company paid cash for certain technologies of Rockwell Automation's Allen Bradley machine vision business and has become the preferred supplier of machine vision products to Rockwell Automation's customers worldwide. This transaction is not expected to materially impact the Company's financial position, results of operations, or cash flows in 1998, excluding an expected charge for in-process technology in the third quarter of approximately $1,000,000 to $2,000,000. 9 12 LIQUIDITY AND CAPITAL RESOURCES The Company's cash requirements during the six-month period ended July 5, 1998 were met through cash generated from operations along with existing cash and investments balances. Cash and investments decreased $17,425,000 from December 31, 1997 primarily as a result of $25,452,000 of cash used to repurchase the Company's common stock and $4,908,000 of capital expenditures, partially offset by $12,012,000 of cash generated from operations. Capital expenditures for the six-month period ended July 5, 1998 totaled $4,908,000 and consisted primarily of expenditures for computer hardware and software, as well as expenditures for furniture and fixtures primarily related to the occupancy of the 50,000 square-foot expansion of the Company's corporate headquarters and expenditures for leasehold improvements related to a new office in Japan. On April 21, 1998, the Company's Board of Directors authorized the repurchase of up to $20,000,000 of the Company's common stock. A total of 882,000 shares were repurchased through May 27, 1998 amounting to $19,936,694 which completed the Company's repurchases under this program. On June 3, 1998, the Board authorized the repurchase of up to an additional 1,500,000 shares of the Company's common stock. As of July 5, 1998, 310,000 shares have been repurchased under this second stock repurchase program amounting to $5,515,315. Funds for the repurchases come from the Company's existing cash and investment balances along with cash generated from operations. Based on a recent assessment, the Company has determined that its internal computer systems are capable of processing transactions relating to the year 2000 and beyond. The Company has also implemented a year 2000 testing and remediation plan with respect to its products and, to the best of its knowledge, the Company does not have any material exposure to contingencies related to year 2000 issues for its products. Additionally, the Company has initiated formal communications with its significant suppliers to determine the extent to which the Company is vulnerable to those third parties' failures to remediate their own year 2000 issues. Although the Company is only in the preliminary stages of assessing the impact of year 2000 issues and no assurances can be given, the Company does not believe that year 2000 expenses will have a material impact on its business. On June 15, 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company anticipates that, due to its limited use of derivative instruments, the adoption of SFAS No. 133 will not have a significant effect on the Company's results of operations or its financial position. 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 1998, including the Company's stock repurchase program and current and potential business acquisitions. 10 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," 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 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 At a Special Meeting of the Stockholders of Cognex Corporation in lieu of the 1998 Annual Meeting held on April 21, 1998, the Stockholders elected Robert J. Shillman and Anthony Sun to serve as Directors for a term of three years. Jerald Fishman, William Krivsky, and Reuben Wasserman continued as Directors after the meeting. In addition, the Stockholders approved the Cognex Corporation 1998 Non-Employee Director Stock Option Plan and the Cognex Corporation 1998 Stock Incentive Plan. The 37,011,878 shares represented at the meeting voted as follows. The election of Robert J. Shillman as Director: 36,569,491 votes for and 442,387 votes withheld; the election of Anthony Sun as Director: 36,538,318 votes for and 473,560 votes withheld; the approval of the Cognex Corporation 1998 Non-Employee Director Stock Option Plan: 23,138,870 votes for, 7,264,763 votes against, 136,856 votes abstained, and 6,471,389 no votes; the approval of the Cognex Corporation 1998 Stock Incentive Plan: 21,065,041 votes for, 9,355,889 votes against, 119,559 votes abstained, and 6,471,389 no votes. 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 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: August 7, 1998 COGNEX CORPORATION /s/ John J. Rogers, Jr. ----------------------------------------- John J. Rogers, Jr. Executive Vice President, Chief Financial Officer, and Treasurer (duly authorized officer, principal financial and accounting officer) 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF COGNEX CORPORATION FOR THE QUARTER ENDED JULY 5, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. 3-MOS DEC-31-1998 JAN-01-1998 JUL-05-1998 20,725,000 139,864,000 29,836,000 2,270,000 9,704,000 210,825,000 50,329,000 15,755,000 251,607,000 20,076,000 0 0 0 84,000 230,186,000 251,607,000 32,036,000 32,036,000 9,474,000 9,474,000 0 0 0 9,181,000 2,664,000 6,517,000 0 0 0 6,517,000 .16 .15
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