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): February 8, 2014

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 February 13, 2014, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter and year ended December 31, 2013.  The release is furnished as Exhibit 99.1 hereto.  The information in Item 2.02 of 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Robert J. Shillman, Founder, Chairman and Chief Culture Officer of the Company, has previously indicated his desire to stand for re-election by the shareholders of the Company generally on an annual basis. To facilitate Dr. Shillman standing for re-election at the Company’s 2014 Annual Meeting of Shareholders (the “Annual Meeting”), Dr. Shillman, who was serving a term as a director ending in 2016, resigned as a director of the Company on February 8, 2014.  Immediately following such resignation, the Board of Directors elected Dr. Shillman to the class of directors with terms expiring at the Annual Meeting and, as a result, Dr. Shillman will stand for re-election as a director at the Annual Meeting.  Dr. Shillman does not serve on any committees of the Board.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	News release, dated February 13, 2014, 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:	February 13, 2014	By: /s/ Richard A. Morin
		Richard A. Morin
		Executive Vice President of Finance and Administration
		and Chief Financial Officer

EX-99.1

Exhibit 99.1

Cognex Reports Record Revenue and Net Income for 2013

NATICK, Mass.--(BUSINESS WIRE)--February 13, 2014--Cognex Corporation (NASDAQ: CGNX) today announced that the company set new annual records for revenue and net income in 2013. Selected financial data for the quarter and year ended December 31, 2013 is compared to the third quarter of 2013, the fourth quarter of 2012 and the year ended December 31, 2012 in Table 1 below. A reconciliation of certain financial measures from GAAP to non-GAAP is shown in Exhibit 2 of this news release.

Table 1

			Net Income per
	Revenue	Net Income	Diluted Share*
Quarterly Comparisons
Current quarter: Q4-13	$95,696,000	$20,443,000	$0.23
Prior year’s quarter: Q4-12	$82,168,000	$16,244,000	$0.19
Change from Q4-12 to Q4-13	16%	26%	23%
Prior quarter: Q3-13	$90,788,000	$20,727,000	$0.23
Change from Q3-13 to Q4-13	5%	(1%)	0%
Year-to-Date Comparisons
Year ended December 31, 2013	$353,886,000	$73,573,000	$0.83
Year ended December 31, 2012	$324,279,000	$68,098,000	$0.78
Change from 2012 to 2013	9%	8%	6%

*Adjusted for the two-for-one stock split effective September 16, 2013.

“Cognex reported outstanding financial results for 2013 tonight, setting new annual records for revenue, net income and earnings per share,” said Dr. Robert J. Shillman, Chairman of Cognex.

“We are pleased with our strong execution in 2013,” said Robert J. Willett, Chief Executive Officer of Cognex. “Our product development and sales initiatives drove higher revenue from the factory automation market, where we set a new record for annual revenue. Our efforts really began to deliver in the second half of the year, when factory automation revenue growth was in excess of our 20% long-term target, and we reported higher operating margins than in the first half.”

Details of the Quarter

Statement of Operations Highlights – Fourth Quarter of 2013

• Revenue was a record $95.7 million in Q4 2013, an increase of 16% from Q4 2012 and 5% from Q3 2013. Growth came from the factory automation market, where revenue increased 28% year-on-year and 11% sequentially to set a new quarterly record of $80 million. The increase in factory automation revenue came from a variety of industries.
• Gross margin was 77% for Q4 2013 as compared to 75% in Q4 2012 and 76% in Q3 2013 due to a higher percentage of revenue coming from modular vision systems, which have higher product margins than surface inspection systems.
• Research, Development & Engineering (RD&E) spending increased 17% from Q4 2012 and 4% from Q3 2013. The increase year-on-year and sequentially was due to the company’s investment in new product development. Also contributing to the sequential increase was a lower level of employee vacation taken than in Q3.
• Selling, General & Administrative (SG&A) spending increased 18% from Q4 2012 and 6% from Q3 2013. The increase year-on-year was due to Cognex’s sales force expansion, higher commissions related to the revenue increase, and higher employee-related costs. The increase on a sequential basis was also due to higher commissions, the timing of marketing initiatives and the impact of foreign exchange rates on the company’s international operations.
• The tax rate was 18% in Q4 2013 compared to 24% in Q4 2012 and 13% in Q3 2013. Excluding tax adjustments, the tax rate for these periods was 19%, 21% and 19%, respectively (tax adjustments are summarized in Exhibit 2). The tax rate, excluding tax adjustments, decreased year-on-year due to a higher percentage of income being earned in lower-tax jurisdictions.

Balance Sheet Highlights – December 31, 2013

• Cognex’s financial position as of December 31, 2013, was very strong, with no debt and $455,000,000 in cash and investments. In 2013, Cognex spent approximately $48,000,000 to repurchase 1,719,000 shares of its common stock on the open market at an average split-adjusted price of $27.87 per share. The repurchase of these shares offset the potential dilution from 2013 employee stock options awards, which the company believes are instrumental to its ability to recruit, retain and motivate the highest caliber employees. The company intends to continue to repurchase shares of its common stock in 2014, subject to market conditions and other relevant factors.

Financial Outlook

• Cognex expects revenue for Q1 2014 to be between $88 million and $91 million. This is a decrease of 5% to 8% from Q4 2013 due to the typical decline in factory automation revenue that Cognex experiences from Q4 to Q1.
• Gross margin is expected to continue in the mid-70% range.
• Operating expenses are expected to be relatively flat on a sequential basis.
• The effective tax rate is expected to be 19%.

Non-GAAP Financial Measures

• Exhibit 2 of this news release includes a reconciliation of certain financial measures from GAAP to non-GAAP. Cognex believes these non-GAAP financial measures are helpful because they allow investors to more accurately compare Cognex results over multiple periods using the same methodology that management employs in its budgeting process and in its review of Cognex’s operating results. In particular, non-GAAP presentations exclude the following: (1) stock option expense for the purpose of calculating non-GAAP adjusted operating income, non-GAAP adjusted net income and non-GAAP adjusted net income per share (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), (2) the impact of currency exchange rate fluctuations from non-GAAP revenue (because period-to-period comparisons are better understood by assuming constant exchange rates), and (3) certain one-time discrete events, such as tax adjustments. Cognex does not intend for non-GAAP financial measures to be considered in isolation, nor as a substitute for financial information provided in accordance with GAAP.
• The tax effect of items identified in the reconciliation is estimated by applying the effective tax rate to the pre-tax amount. However, if a specific tax rate or tax treatment is required because of the nature of the item and/or the tax jurisdiction where the item was recorded, the tax effect is estimated by applying the relevant specific tax rate or tax treatment rather than the effective tax rate.

Analyst Conference Call and Simultaneous Webcast

• Cognex will host a conference call today at 5:00 p.m. eastern time. The telephone number is (866) 256-9239 (or (703) 639-1213 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 Sunday, February 16, 2014. The telephone number for the replay is (888) 266-2081 (or (703) 925-2533 if outside the United States). The access code for both the live call and the replay is 1631607.
• Internet users can listen to a real-time audio broadcast of the conference call or an archived recording on the Cognex Investor Relations website: http://www.cognex.com/Investor.

About Cognex Corporation

Cognex Corporation designs, develops, manufactures and markets a range of products that incorporate sophisticated machine vision technology that gives them the ability to “see.” Cognex products include barcode readers, machine vision sensors and machine vision systems that are used in factories, warehouses and distribution centers around the world to guide, gauge, inspect, identify and assure the quality of items during the manufacturing and distribution process. Cognex is the world's leader in the machine vision industry, having shipped more than 975,000 vision-based products, representing over $3.5 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 online at http://www.cognex.com.

Certain statements made in this news 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,” “should,” and similar words and other statements of a similar sense. These forward-looking statements, which include statements regarding business and market trends, future financial performance, customer order rates, expected areas of growth, research and development and sales activities, stock repurchases, and strategic plans, 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) the cyclicality of the semiconductor and electronics industries; (3) the reliance on revenue from the automotive or consumer electronics industries; (4) the inability to penetrate new markets; (5) the inability to achieve significant international revenue; (6) fluctuations in foreign currency exchange rates and the use of derivative instruments; (7) the loss of a large customer; (8) the inability to attract and retain skilled employees; (9) the reliance upon key suppliers to manufacture and deliver critical components for our products; (10) the failure to effectively manage product transitions or accurately forecast customer demand; (11) the inability to design and manufacture high-quality products; (12) the technological obsolescence of current products and the inability to develop new products; (13) the failure to properly manage the distribution of products and services; (14) the inability to protect our proprietary technology and intellectual property; (15) our involvement in time-consuming and costly litigation; (16) the impact of competitive pressures; (17) the challenges in integrating and achieving expected results from acquired businesses; (18) potential impairment charges with respect to our investments or for acquired intangible assets or goodwill; (19) exposure to additional tax liabilities; (20) information security breaches or business system disruptions and (21) the other risks detailed in Cognex reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2013. 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.

Exhibit 1
COGNEX CORPORATION
Statements of Operations
(Unaudited)
Dollars in thousands, except per share amounts
	Three-months Ended									Twelve-months Ended
	Dec. 31,			Sept. 29,			Dec. 31,			Dec. 31,			Dec. 31,
	2013			2013			2012			2013			2012
Revenue	$	95,696		$	90,788		$	82,168		$	353,886		$	324,279
Cost of revenue (1)		22,159			21,348			20,382			84,080			79,495
Gross margin		73,537			69,440			61,786			269,806			244,784
Percentage of revenue		77	%		76	%		75	%		76	%		75	%
Research, development, and engineering expenses (1)		12,695			12,184			10,886			48,087			41,549
Percentage of revenue		13	%		13	%		13	%		14	%		13	%
Selling, general, and administrative expenses (1)		36,007			33,877			30,387			135,351			119,828
Percentage of revenue		38	%		37	%		37	%		38	%		37	%
Operating income		24,835			23,379			20,513			86,368			83,407
Percentage of revenue		26	%		26	%		25	%		24	%		26	%
Foreign currency gain (loss)		(343	)		(442	)		197			(646	)		(880	)
Investment and other income		367			771			734			2,164			4,103
Income before income tax expense		24,859			23,708			21,444			87,886			86,630
Income tax expense		4,416			2,981			5,200			14,313			18,532
Net income	$	20,443		$	20,727		$	16,244		$	73,573		$	68,098
Percentage of revenue		21	%		23	%		20	%		21	%		21	%
Earnings per weighted-average common and common-equivalent share (2):
Basic	$	0.23		$	0.24		$	0.19		$	0.85		$	0.79
Diluted	$	0.23		$	0.23		$	0.19		$	0.83		$	0.78
Weighted-average common and common-equivalent shares outstanding (2):
Basic		87,096			87,339			85,996			86,946			85,666
Diluted		89,265			89,359			87,458			88,901			87,280
Cash dividends per common share (2)	$	-		$	-		$	0.61		$	-		$	0.77
Cash and investments per common share (2)	$	5.24		$	5.08		$	4.51		$	5.24		$	4.51
Book value per common share (2)	$	7.42		$	7.31		$	6.65		$	7.42		$	6.65
(1) Amounts include stock option expense, as follows:
Cost of revenue	$	217		$	193		$	134		$	924		$	742
Research, development, and engineering		576			546			414			2,585			2,149
Selling, general, and administrative		1,528			1,481			1,177			7,111			5,629
Total stock option expense	$	2,321		$	2,220		$	1,725		$	10,620		$	8,520
(2) Prior period share and per share amounts have been adjusted to reflect the 2-for-1 stock split of the Company's common stock that occurred in Q3 of 2013.

Exhibit 2
COGNEX CORPORATION
Reconciliation of Selected Items from GAAP to Non-GAAP
(Unaudited)
Dollars in thousands, except per share amounts
	Three-months Ended									Twelve-months Ended
	Dec. 31,			Sept. 29,			Dec. 31,			Dec. 31,			Dec. 31,
	2013			2013			2012			2013			2012
Adjustment for stock option expense
Operating income (GAAP)	$	24,835		$	23,379		$	20,513		$	86,368		$	83,407
Stock option expense		2,321			2,220			1,725			10,620			8,520
Operating income (Non-GAAP)	$	27,156		$	25,599		$	22,238		$	96,988		$	91,927
Percentage of revenue (Non-GAAP)		28	%		28	%		27	%		27	%		28	%
Net income (GAAP)	$	20,443		$	20,727		$	16,244		$	73,573		$	68,098
Stock option expense		2,321			2,220			1,725			10,620			8,520
Tax effect on stock options		(756	)		(721	)		(560	)		(3,482	)		(2,772	)
Net income (Non-GAAP)	$	22,008		$	22,226		$	17,409		$	80,711		$	73,846
Percentage of revenue (Non-GAAP)		23	%		24	%		21	%		23	%		23	%
Net income per diluted share (GAAP) (1)	$	0.23		$	0.23		$	0.19		$	0.83		$	0.78
Stock option expense per diluted share		0.03			0.03			0.01			0.12			0.10
Tax effect on stock options		(0.01	)		(0.01	)		-			(0.05	)		(0.03	)
Net income per diluted share excluding stock option expense (Non-GAAP)	$	0.25		$	0.25		$	0.20		$	0.90		$	0.85
(1) Prior period per share amounts have been adjusted to reflect the 2-for-1 stock split of the Company's common stock that occurred in Q3 of 2013.
Exclusion of tax adjustments
Income before income tax expense (GAAP)	$	24,859		$	23,708		$	21,444		$	87,886		$	86,630
Income tax expense (GAAP)	$	4,416		$	2,981		$	5,200		$	14,313		$	18,532
Effective tax rate (GAAP)		18	%		13	%		24	%		16	%		21	%
Tax adjustments:
True up of annual tax rate		(307	)		-			595			-			-
Discrete tax events		-			(1,523	)		101			(2,078	)		(256	)
		(307	)		(1,523	)		696			(2,078	)		(256	)
Income tax expense excluding tax adjustments (Non-GAAP)	$	4,723		$	4,504		$	4,504		$	16,391		$	18,788
Effective tax rate (Non-GAAP)		19	%		19	%		21	%		19	%		21	%

Exhibit 3
COGNEX CORPORATION
Balance Sheets
(Unaudited)
In thousands
	December 31,		December 31,
	2013		2012
Assets
Cash and investments	$	455,121	$	388,520
Accounts receivable		53,015		42,387
Inventories		25,694		26,182
Property, plant, and equipment		37,136		34,820
Goodwill and intangible assets		96,412		96,459
Other assets		42,321		39,237
Total assets	$	709,699	$	627,605
Liabilities and Shareholders' Equity
Accounts payable and accrued liabilities	$	43,818	$	36,405
Income taxes		6,028		6,225
Deferred revenue and customer deposits		15,941		12,690
Shareholders' equity		643,912		572,285
Total liabilities and shareholders' equity	$	709,699	$	627,605

Exhibit 4
COGNEX CORPORATION
Additional Information Schedule
(Unaudited)
Dollars in thousands
	Three-months Ended									Twelve-months Ended
	Dec. 31,			Sept. 29,			Dec. 31,			Dec. 31,			Dec. 31,
	2013			2013			2012			2013			2012
Revenue	$	95,696		$	90,788		$	82,168		$	353,886		$	324,279
Revenue by division:
Modular Vision Systems Division		89	%		86	%		82	%		87	%		84	%
Surface Inspection Systems Division		11	%		14	%		18	%		13	%		16	%
Total		100	%		100	%		100	%		100	%		100	%
Revenue by geography:
Americas		42	%		37	%		38	%		37	%		36	%
Europe		32	%		31	%		32	%		31	%		31	%
Asia		17	%		22	%		18	%		21	%		20	%
Japan		9	%		10	%		12	%		11	%		13	%
Total		100	%		100	%		100	%		100	%		100	%
Revenue by market:
Factory automation		84	%		80	%		76	%		80	%		75	%
Web and surface inspection		11	%		14	%		18	%		13	%		16	%
Semiconductor and electronics capital equipment		5	%		6	%		6	%		7	%		9	%
Total		100	%		100	%		100	%		100	%		100	%

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