8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): May 3, 2010

COGNEX CORPORATION

(Exact name of registrant as specified in charter)

Massachusetts	001-34218	04-2713778
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Vision Drive

Natick, Massachusetts 01760-2059

(Address, including zip code, of principal executive offices)

(508) 650-3000
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition

On May 3, 2010, Cognex Corporation issued a news release to report its financial results for the first quarter ended April 4, 2010.  The release is furnished as Exhibit 99.1 hereto.  The information in this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	News release, dated May 3, 2010, by Cognex Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COGNEX CORPORATION
Dated:	May 3, 2010	By: /s/ Richard A. Morin
		Richard A. Morin
		Executive Vice President of Finance,
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Cognex Corporation Reports First Quarter Results

Machine Vision Company Announces Significant Increases in both Revenue and Net Income

NATICK, Mass.--(BUSINESS WIRE)--May 3, 2010--Cognex Corporation (NASDAQ: CGNX) today announced its financial results for the first quarter ended April 4, 2010. Revenue, net income, and net income per share for the quarter all increased substantially compared to both the first and fourth quarters of 2009 as shown in Table 1 below.

Table 1

	Revenue	Net Income/(Loss)	Net Income/(Loss) per Share
Quarterly Comparisons
Current quarter: Q1-10	$58,967,000	$8,545,000	$0.22
Prior year’s quarter: Q1-09	$42,287,000	($3,410,000)	($0.09)
Change from Q1-09 to Q1-10	39%	**	**
Prior quarter: Q4-09	$51,294,000	$459,000	$0.01
Change from Q4-09 to Q1-10	15%	1,762%	1,761%

**not meaningful

“I am delighted with the financial results that we reported tonight for the first quarter of 2010,” said Dr. Robert J. Shillman, the Chairman and Chief Executive Officer of Cognex. “Revenue increased significantly over both the first quarter of 2009 and the prior quarter primarily due to higher demand from customers in both the Factory Automation and Semiconductor and Electronics Capital Equipment markets. What is even more important is that the growth in each of these markets was across the globe, and that we saw growth in each of the primary product lines that we sell in those markets.”

Dr. Shillman continued, “Our strong earnings reflect the substantial leverage that incremental revenue has on our profitability. Profits were also helped by lower stock option expenses and the tight rein that we maintained on spending during the quarter.”

Stock option expense in Q1-10 was lower than normal due to a large credit for forfeited stock options. In addition, stock option expense in Q4-09 was higher than normal due to the acceleration of expense related to options tendered under the company’s cash tender offer for certain underwater stock options.

“Cognex has started 2010 on a strong note, which leads us to be quite a bit more bullish about the year than we were just a few months ago. Our outlook for the second quarter is for revenue to increase by 5% to 8% on a sequential basis,” Dr. Shillman concluded.

Details of the Quarter

Statement of Operations Highlights – First Quarter of 2010

• Revenue for the first quarter of 2010 increased 39% from the first quarter of 2009 and 15% from the prior quarter. The increase, both year-on-year and sequentially, was due to higher revenue from the Factory Automation and Semiconductor and Electronics Capital Equipment (SEMI) markets. The first quarter of 2009 included $4,400,000 of revenue that had been deferred until a single customer contract was completed. Excluding this revenue, each geographic region (Americas, Europe, Japan and Asia) and each of the primary product lines sold by Cognex into those markets (Machine Vision Systems, Machine Vision Software, and I.D.) contributed to the increase.
• Gross margin was 73% in the first quarter of 2010, 68% in the first quarter of 2009 and 69% in the prior quarter. Gross margin in the first quarter of 2009 was 65% excluding the $4,400,000 of revenue referred to above, for which the related product margin was in excess of 90%. The increase in gross margin, both year-on-year and sequentially, is primarily due to product mix; modular vision systems, which are Cognex’s highest margin products, represented a higher percentage of total revenue in the first quarter of 2010 as compared to the first quarter of 2009 and the prior quarter. In addition, the product margin on these systems was higher in the first quarter of 2010 due to manufacturing efficiencies achieved from the higher revenue level.

• Research, Development & Engineering (R, D & E) spending in the first quarter of 2010 decreased 8% from the first quarter of 2009 and increased 3% from the prior quarter. The decrease in R, D & E spending year-on-year is due to headcount reductions and lower stock option expense. The savings were partially offset by a bonus accrual in the first quarter of 2010. R, D & E spending increased on a sequential basis due to the bonus accrual and a benefit from mandatory shutdown days in the prior quarter that did not repeat, offset by lower stock option expense.
• Selling, General & Administrative (S, G & A) spending in the first quarter of 2010 decreased 10% from the first quarter of 2009 and 11% from the prior quarter. The decrease in S, G & A spending year-on-year is due to headcount reductions, lower stock option expense, and a charge of $1,000,000 in Q1-09 for the write down of an intangible asset to its estimated fair value that did not repeat. Partially offsetting this lower spending were higher professional fees, higher commissions, the impact of foreign exchange rates on the company’s international operations, and a bonus accrual in the first quarter of 2010. On a sequential basis, S, G & A spending decreased due to lower stock option expense, which was partially offset by higher professional fees and the bonus accrual.
• Cognex reported restructuring charges of $49,000 in the first quarter of 2010, $297,000 in the first quarter of 2009, and $268,000 in the prior quarter related to headcount reductions and other cost-saving initiatives implemented by Cognex beginning in November of 2008.
• Cognex reported losses from foreign currency of $165,000 in the first quarter of 2010, $392,000 in the first quarter of 2009, and $452,000 in the prior quarter. The company recognizes foreign currency gains and losses on the revaluation and settlement of receivable and payable balances that are reported in one currency and collected in another.
• Investment and other income was $11,000 in the first quarter of 2010, $2,684,000 in the first quarter of 2009, and $165,000 in the prior quarter. The first quarter of 2009 included $2,003,000 of other income that did not repeat. Excluding this item, investment and other income decreased year-on-year primarily due to lower yields on cash and investment balances. The decrease on a sequential basis is primarily due to lower other income.

• The effective tax rate was 23% in the first quarter of 2010 as compared to an effective tax rate of 2% in the fourth quarter of 2009 and a tax benefit of 18% in the first quarter of 2009. Excluding tax adjustments, the effective tax rate in the fourth quarter of 2009 was 19%. The increase in the effective tax rate, both year-on-year and sequentially, is due to more of the company’s profits being earned in higher tax jurisdictions in the first quarter of 2010.

Balance Sheet Highlights – April 4, 2010

• Cognex’s financial position as of April 4, 2010 was very strong, with no debt and $203,101,000 in cash and investments. In the first quarter of 2010, Cognex generated positive cash flow from operations of approximately $10,000,000, and paid out approximately $2,000,000 in dividends to shareholders.
• Inventories as of April 4, 2010 increased by $1,045,000, or 6%, from the end of 2009.

Non-GAAP Financial Measures

• Exhibit 2 of this press release includes a reconciliation of certain financial measures from GAAP to non-GAAP. Cognex believes that these non-GAAP financial measures are useful to investors because they allow investors to more accurately assess and compare the company’s results over multiple periods and to evaluate the effectiveness of the methodology used by management to review its operating results. In particular, Cognex incurs expense related to stock options included in its GAAP presentation of cost of revenue, research, development, and engineering expenses (R, D & E), and selling, general and administrative expenses (S, G & A). Cognex excludes these expenses for the purpose of calculating non-GAAP adjusted net income/(loss) and non-GAAP adjusted net income/(loss) per share when it evaluates its continuing operational performance and in connection with its budgeting process and the allocation of resources, because these expenses have no current effect on cash or the future uses of cash and they fluctuate as a result of changes in Cognex’s stock price. Cognex also excludes certain items if they are one-time discrete events, such as those affecting gross margin, restructuring charges related to cost-cutting initiatives, and tax adjustments. Cognex does not intend for these non-GAAP financial measures to be considered in isolation, nor as a substitute for financial information provided in accordance with GAAP.

Analyst Conference Call and Simultaneous Webcast

Cognex will host a conference call to discuss its results for the first quarter of 2010, as well as its financial and business outlook, today at 5:00 p.m. Eastern time. The telephone number for the live call is 866-283-8244 (or 703-639-1269 if outside the United States). A replay will begin at 8:00 p.m. Eastern time today and will run continuously until 11:59 p.m. Eastern time on Thursday, May 6, 2010. The telephone number for the replay is 888-266-2081 (or 703-925-2533 if outside the United States) and the access code is 1449413.

Internet users can listen to a real-time audio broadcast of the conference call, as well as an archive replay of the call, on Cognex’s website at http://www.cognex.com/Investor.

About Cognex Corporation

Cognex Corporation designs, develops, manufactures and markets machine vision sensors and systems, or devices that can "see." Cognex vision sensors and systems are used in factories around the world where they guide, inspect, gauge, identify and assure the quality of a wide range of items during the manufacturing process. Cognex is the world's leader in the machine vision industry, having shipped more than 500,000 machine vision systems, representing over $2.5 billion in cumulative revenue, since the company's founding in 1981. Headquartered in Natick, Massachusetts USA, Cognex has regional offices and distributors located throughout North America, Japan, Europe, Asia and Latin America. For details, visit Cognex on-line at http://www.cognex.com.

Forward-Looking Statements

Certain statements made in this press release, which do not relate solely to historical matters, are forward-looking statements. These statements can be identified by use of the words “expects,” “anticipates,” ”estimates,” “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” and similar words. These forward-looking statements, which include statements regarding business, economic and market trends, future financial performance, customer order rates, strategic plans, and the impact of the company’s cost-cutting measures, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) current and future conditions in the global economy; (2) potential disruption to Cognex’s business from its restructuring programs; (3) the cyclicality of the semiconductor and electronics industries; (4) the inability to achieve significant international revenue; (5) fluctuations in foreign currency exchange rates; (6) the loss of a large customer; (7) the inability to attract and retain skilled employees; (8) the reliance upon key suppliers to manufacture and deliver critical components for Cognex products; (9) the failure to effectively manage product transitions or accurately forecast customer demand; (10) the inability to design and manufacture high-quality products; (11) the technological obsolescence of current products and the inability to develop new products; (12) the failure to properly manage the distribution of products and services; (13) the inability to protect Cognex proprietary technology and intellectual property; (14) involvement in time-consuming and costly litigation; (15) the impact of competitive pressures; (16) the challenges in integrating and achieving expected results from acquired businesses; (17) potential impairment charges with respect to Cognex’s investments or for acquired intangible assets or goodwill; (18) exposure to additional tax liabilities; and (19) the other risks detailed in Cognex reports filed with the SEC, including its Form 10-K for the fiscal year 2009. You should not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Cognex disclaims any obligation to update forward-looking statements after the date of such statements.

COGNEX CORPORATION
Statements of Operations
(Unaudited)
Dollars in thousands, except per share amounts
			Three-months Ended
			Apr. 4,			Dec. 31,			Apr. 5,
			2010			2009			2009
Revenue			$	58,967		$	51,294		$	42,287
Cost of revenue (1)				15,941			15,909			13,464
Gross margin				43,026			35,385			28,823
Percentage of revenue				73	%		69	%		68	%
Research, development, and engineering expenses (1)				8,103			7,837			8,835
Percentage of revenue				14	%		15	%		21	%
Selling, general, and administrative expenses (1)				23,622			26,524			26,141
Percentage of revenue				40	%		52	%		62	%
Restructuring charges				49			268			297
Operating income (loss)				11,252			756			(6,450	)
Percentage of revenue				19	%		1	%		(15	%)
Foreign currency loss				(165	)		(452	)		(392	)
Investment and other income				11			165			2,684
Income (loss) before income tax expense (benefit)				11,098			469			(4,158	)
Income tax expense (benefit)				2,553			10			(748	)
Net income (loss)			$	8,545		$	459		$	(3,410	)
Percentage of revenue				14	%		1	%		(8	%)
Earnings (loss) per weighted-average common and common-equivalent share:
	Basic		$	0.22		$	0.01		$	(0.09	)
	Diluted		$	0.22		$	0.01		$	(0.09	)
Weighted-average common and common-equivalent shares outstanding:
	Basic			39,667			39,662			39,655
	Diluted			39,683			39,668			39,655
Cash dividends per common share			$	0.05		$	0.05		$	0.15
Cash and investments per common share			$	5.12		$	5.09		$	5.22
Shareholders' equity per common share			$	9.94		$	9.94		$	9.99
(1)	Amounts include stock option expense, as follows:
		Cost of revenue	$	59		$	273		$	271
		Research, development, and engineering		251			809			576
		Selling, general, and administrative		(343	)		3,053			1,008
		Total stock option expense	$	(33	)	$	4,135		$	1,855

COGNEX CORPORATION
Reconciliation of Selected Items from GAAP to Non-GAAP
(Unaudited)
Dollars in thousands, except per share amounts
		Three-months Ended
		Apr. 4,			Dec. 31,			Apr. 5,
		2010			2009			2009
Revenue (GAAP)		$	58,967		$	51,294		$	42,287
	Revenue related to a single customer contract	$	-		$	-		$	4,400
	Total revenue excluding revenue related to a single customer contract (Non-GAAP)	$	58,967		$	51,294		$	37,887
Gross margin (GAAP)		$	43,026		$	35,385		$	28,823
	Gross margin on revenue related to a single customer contract	$	-		$	-		$	4,030
	Gross margin excluding benefit from revenue related to a single customer contract (Non-GAAP)	$	43,026		$	35,385		$	24,793
	Percentage of total revenue (Non-GAAP)		73	%		69	%		65	%
Research, development, and engineering expenses (GAAP)		$	8,103		$	7,837		$	8,835
Selling, general, and administrative expenses (GAAP)		$	23,622		$	26,524		$	26,141
	Total RD&E and SG&A (GAAP)	$	31,725		$	34,361		$	34,976
	Stock option expense included in RD&E and SG&A as follows:
	Research, development, and engineering expenses	$	251		$	809		$	576
	Selling, general, and administrative expenses	$	(343	)	$	3,053		$	1,008
	Total stock option expense included in RD&E and SG&A	$	(92	)	$	3,862		$	1,584
	Total RD&E and SG&A excluding stock option expense (Non-GAAP)	$	31,817		$	30,499		$	33,392
Operating income (loss) (GAAP)		$	11,252		$	756		$	(6,450	)
	Stock option expense		(33	)		4,135			1,855
	Restructuring charges		49			268			297
	Operating income (loss) excluding stock option expense and restructuring charges (Non-GAAP)	$	11,268		$	5,159		$	(4,298	)
	Percentage of total revenue (Non-GAAP)		19	%		10	%		(10	%)
Net Income (loss) (GAAP)		$	8,545		$	459		$	(3,410	)
	Stock option expense, net of tax	$	(13	)	$	2,744		$	1,246
	Restructuring charges, net of tax	$	38		$	217		$	244
	Tax adjustments	$	-		$	(79	)	$	-
	Net Income excluding stock option expense, restructuring charges and tax adjustments (Non-GAAP)	$	8,570		$	3,341		$	(1,920	)
	Percentage of total revenue (Non-GAAP)		15	%		7	%		(5	%)
Income (loss) per diluted share (GAAP)		$	0.22		$	0.01		$	(0.09	)
	Stock option expense, net of tax	$	-		$	0.06		$	0.03
	Restructuring charges, net of tax	$	-		$	0.01		$	0.01
	Tax adjustments	$	-		$	-		$	-
	Income (loss) per diluted share excluding stock option expense, restructuring charges and tax adjustments (Non-GAAP)	$	0.22		$	0.08		$	(0.05	)
Income (loss) before income tax expense (benefit) (GAAP)		$	11,098		$	469		$	(4,158	)
	Income tax expense (benefit) (GAAP)	$	2,553		$	10		$	(748	)
	Effective tax rate (GAAP)		23	%		2	%		18	%
	Tax adjustments:
	True up of annual tax rate		-			109			-
	Discrete tax events		-			(188	)		-
			-			(79	)		-
	Income tax expense (benefit) excluding tax adjustments (Non-GAAP)	$	2,553		$	89		$	(748	)
	Effective tax rate (Non-GAAP)		23	%		19	%		18	%
Income (loss) excluding tax adjustments (Non-GAAP)		$	8,545		$	380		$	(3,410	)
	Percentage of revenue (Non-GAAP)		14	%		1	%		(8	%)

COGNEX CORPORATION
Balance Sheets
(Unaudited)
In thousands
	April 4,		December 31,
	2010		2009
Assets
Cash and investments	$	203,101	$	202,027
Accounts receivable		33,722		30,964
Inventories		17,877		16,832
Property, plant, and equipment		28,290		28,576
Goodwill and intangible assets		109,299		110,941
Other assets		50,904		50,529
Total assets	$	443,193	$	439,869
Liabilities and Shareholders' Equity
Accounts payable and accrued liabilities	$	24,814	$	23,770
Income taxes		9,466		6,743
Deferred revenue and customer deposits		14,757		14,908
Shareholders' equity		394,156		394,448
Total liabilities and shareholders' equity	$	443,193	$	439,869

COGNEX CORPORATION
Additional Information Schedule
(Unaudited)
Dollars in thousands
	Three-months Ended
	Apr. 4,			Dec. 31,			Apr. 5,
	2010			2009			2009
Revenue	$	58,967		$	51,294		$	42,287
Revenue by division:
Modular Vision Systems Division		87	%		78	%		83	%
Surface Inspection Systems Division		13	%		22	%		17	%
Total		100	%		100	%		100	%
Revenue by geography:
Americas		36	%		34	%		35	%
Europe		30	%		32	%		34	%
Japan		20	%		20	%		24	%
Asia		14	%		14	%		7	%
Total		100	%		100	%		100	%
Revenue by market:
Discrete factory automation		71	%		66	%		77	%
Web and surface inspection		13	%		22	%		17	%
Semiconductor and electronics capital equipment		16	%		12	%		6	%
Total		100	%		100	%		100	%

CONTACT:
Cognex Corporation
Susan Conway, 508-650-3353
Director of Investor Relations
susan.conway@cognex.com