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 2, 2016

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 2, 2016, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended April 3, 2016. 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 8.01	Other Events
On May 2, 2016, the Company announced that its Board of Directors increased its quarterly cash dividend to $0.075 per share. The dividend is payable on June 17, 2016 to all shareholders of record as of the close of business on June 3, 2016.
Item 9.01	Financial Statements and Exhibits
(d) Exhibits
Exhibit No.	Description
99.1	News release, dated May 2, 2016, 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 2, 2016	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 First Quarter 2016 Results

NATICK, Mass.--(BUSINESS WIRE)--May 2, 2016--Cognex Corporation (NASDAQ: CGNX) today announced its financial results for the first quarter of 2016. In Table 1 below, selected financial data for the quarter ended April 3, 2016 is compared to the first and fourth quarters of 2015. A reconciliation of certain financial measures from GAAP to non-GAAP is shown in Exhibit 2 of this news release.

Table 1*
	Revenue	Net Income from Continuing Operations	Net Income from Continuing Operations per Diluted Share
Quarterly Comparisons
Current quarter: Q1-16	$96,205,000	$14,885,000	$0.17
Prior year’s quarter: Q1-15	$101,373,000	$19,472,000	$0.22
Change from Q1-15 to Q1-16	(5%)	(24%)	(23%)
Prior quarter: Q4-15	$97,768,000	$18,854,000	$0.22
Change from Q4-15 to Q1-16	(2%)	(21%)	(23%)

*Table 1 excludes the results of discontinued operations, which relate to the company’s Surface Inspection Systems Division (SISD) that was sold on July 6, 2015.

“I am pleased to report that our first quarter results were better than the guidance we gave to investors in February,” said Dr. Robert J. Shillman, Chairman of Cognex. “This positive news was due to several factors in the quarter, including higher revenue from customers in the logistics market, a higher gross margin and lower-than-planned operating expenses. However, despite these favorable developments, I am not pleased to report that the slower business trends we saw in the second half of last year have continued.”

“The year started off on a stronger note than anticipated, and our guidance for Q2 reflects a significant sequential increase in revenue and substantial margin expansion due to an expected concentration of large orders in the consumer electronics industry,” said Robert J. Willett, Chief Executive Officer of Cognex. “Nevertheless, our outlook for 2016 is not any more bullish than it was a few months ago.”

Details of the Quarter

Statement of Operations Highlights – First Quarter of 2016

• Revenue for Q1 2016 decreased 5% from Q1 2015 and 2% from Q4 2015. Cognex experienced the typical seasonal decline from Q4 to Q1 in factory automation. The decline from last year’s record first-quarter revenue was primarily due to lower revenue from the consumer electronics industry.
• Gross margin was 78% for both Q1 2016 and Q1 2015, and 76% for Q4 2015. Gross margin increased on a sequential basis due to revenue mix, with a higher percentage of revenue coming from product sales than service.

• Research, Development & Engineering (RD&E) expenses increased 21% from Q1 2015 and 17% from Q4 2015. RD&E increased year-on-year due to Cognex’s investment in engineering resources and higher outsourced engineering costs. RD&E increased on a sequential basis due to support of potential high-volume opportunities and higher stock option expense.
• Selling, General & Administrative (SG&A) expenses decreased 4% from Q1 2015 and increased 2% from Q4 2015. SG&A decreased year-on-year as Cognex’s investment in its sales and support organization was offset by lower patent-related legal fees. SG&A increased on a sequential basis due to higher stock option expense.
• Investment and other income was $1,344,000 in Q1 2016, $540,000 in Q1 2015 and $2,059,000 in Q4 2015. The increase year-on-year was due to a higher average invested balance. The decrease on a sequential basis was the result of a larger reduction in Q4 than in Q1 to the estimated liability for contingent consideration related to a recent acquisition.
• The tax rate was 15% in Q1 2016, 16% in Q1 2015, and 13% in Q4 2015. Excluding discrete tax items, the rate was 18% in Q1 2016 and Q1 2015, and 17% in Q4 2015 (tax adjustments are summarized in Exhibit 2).

Balance Sheet Highlights – April 3, 2016

• Cognex’s financial position as of April 3, 2016, was very strong, with $649 million in cash and investments and no debt. During Q1 2016, Cognex paid out $6 million in dividends to shareholders. Earlier today, Cognex announced it will increase the cash dividend paid in Q2 2016 to $0.075 per share from $0.07 per share paid in Q1. The company also intends to repurchase shares of its common stock in Q2 2016, subject to market conditions and other relevant factors.

Financial Outlook – Q2 2016

• Cognex expects revenue for Q2 2016 to be between $135 million and $140 million. This range represents substantial growth over Q1 2016, due primarily to large orders expected from consumer electronics customers, but a slight decline from Q2 2015 due to timing. In 2016, Cognex expects to recognize large consumer electronics orders in both Q2 and Q3, as opposed to last year when the majority was recognized in Q2.
• Gross margin is expected to be in the mid-to-high 70% range.
• Operating expenses are expected to increase by up to 4% on a sequential basis, and to be essentially flat year-on-year.
• The effective tax rate is expected to be 18% before discrete tax items.

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 (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), and (2) 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.

Analyst Conference Call and Simultaneous Webcast

• Cognex will host a conference call today at 5:00 p.m. Eastern Time (ET). 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. ET today and will run continuously until 11:59 p.m. ET on Thursday, May 5, 2016. 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 1670550.
• 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 1 million vision-based products, representing over $4 billion in cumulative revenue, since the company's founding in 1981. Headquartered in Natick, Massachusetts, USA, Cognex has regional offices and distributors located throughout the Americas, Europe and Asia. 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, timing for future orders, expected areas of growth, future product mix, research and development activities, future stock repurchases, investments, 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) the loss of a large customer; (2) current and future conditions in the global economy; (3) the reliance on revenue from the consumer electronics or automotive 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) information security breaches or business system disruptions; (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; and (20) the other risks detailed in Cognex reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2015. 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
	April 3, 2016			December 31, 2015			April 5, 2015
Revenue	$	96,205		$	97,768		$	101,373
Cost of revenue (1)	20,968			23,400			22,344
Gross margin	75,237			74,368			79,029
Percentage of revenue	78		%	76		%	78		%
Research, development, and engineering expenses (1)	20,555			17,526			16,986
Percentage of revenue	21		%	18		%	17		%
Selling, general, and administrative expenses (1)	38,338			37,694			39,933
Percentage of revenue	40		%	39		%	39		%
Operating income	16,344			19,148			22,110
Percentage of revenue	17		%	20		%	22		%
Foreign currency gain (loss)	(100		)	542			659
Investment and other income	1,344			2,059			540
Income from continuing operations before income tax expense	17,588			21,749			23,309
Income tax expense on continuing operations	2,703			2,895			3,837
Net income from continuing operations	14,885			18,854			19,472
Percentage of revenue	15		%	19		%	19		%
Net income (loss) from discontinued operations (1)	—			(108		)	1,030
Net income	$	14,885		$	18,746		$	20,502
Basic earnings per weighted-average common and common-equivalent share:
Net income from continuing operations	$	0.18		$	0.22		$	0.22
Net income from discontinued operations	—			—			0.02
Net income	$	0.18		$	0.22		$	0.24
Diluted earnings per weighted-average common and common-equivalent share:
Net income from continuing operations	$	0.17		$	0.22		$	0.22
Net income from discontinued operations	—			—			0.01
Net income	$	0.17		$	0.22		$	0.23
Weighted-average common and common-equivalent shares outstanding:
Basic	84,943			84,850			86,764
Diluted	86,541			86,212			88,749
Cash dividends per common share	$	0.07		$	0.07		$	—
Cash and investments per common share	$	7.64		$	7.32		$	6.30
Book value per common share	$	10.00		$	9.73		$	8.80
(1) Amounts include stock option expense, as follows:
Cost of revenue	$	293		$	348		$	467
Research, development, and engineering	2,179			1,097			1,814
Selling, general, and administrative	4,332			2,759			4,382
Discontinued operations	—			—			283
Total stock option expense	$	6,804		$	4,204		$	6,946

Exhibit 2

COGNEX CORPORATION Reconciliation of Selected Items from GAAP to Non-GAAP (Unaudited) Dollars in thousands
	Three-months Ended
	April 3, 2016			December 31, 2015			April 5, 2015
Adjustment for stock option expense
Operating income (GAAP)	$	16,344		$	19,148		$	22,110
Stock option expense related to continuing operations	6,804			4,204			6,663
Operating income (Non-GAAP)	$	23,148		$	23,352		$	28,773
Percentage of revenue (Non-GAAP)	24		%	24		%	28		%
Exclusion of tax adjustments
Income from continuing operations before income tax expense (GAAP)	$	17,588		$	21,749		$	23,309
Income tax expense (GAAP)	$	2,703		$	2,895		$	3,837
Effective tax rate (GAAP)	15		%	13		%	16		%
Tax adjustments:
Discrete tax events	(463		)	(910		)	(364		)
Income tax expense excluding tax adjustments (Non-GAAP)	$	3,166		$	3,805		$	4,201
Effective tax rate (Non-GAAP)	18		%	17		%	18		%
Net income from continuing operations excluding tax adjustments (Non-GAAP)	$	14,422		$	17,944		$	19,108
Percentage of revenue (Non-GAAP)	15		%	18		%	19		%

Exhibit 3

COGNEX CORPORATION Balance Sheets (Unaudited) Dollars in thousands
	April 3, 2016		December 31, 2015
Assets
Cash and investments	$	649,463	$	621,531
Accounts receivable	45,095		42,846
Inventories	35,620		37,334
Property, plant, and equipment	53,413		53,285
Goodwill and intangible assets	86,718		87,763
Other assets	43,328		44,997
Total assets	$	913,637	$	887,756
Liabilities and Shareholders' Equity
Accounts payable and accrued liabilities	$	40,949	$	41,132
Deferred revenue and customer deposits	11,862		11,571
Income taxes	7,061		6,134
Other liabilities	3,046		3,252
Shareholders' equity	850,719		825,667
Total liabilities and shareholders' equity	$	913,637	$	887,756

Exhibit 4

COGNEX CORPORATION Additional Information Schedule (Unaudited) Dollars in thousands
	Three-months Ended
	April 3, 2016			December 31, 2015			April 5, 2015
Revenue	$	96,205		$	97,768		$	101,373
Revenue by geography:
Americas	38		%	38		%	34		%
Europe	35		%	35		%	41		%
Greater China	13		%	12		%	11		%
Other Asia	14		%	15		%	14		%
Total	100		%	100		%	100		%
Revenue by market:
Factory automation	94		%	95		%	94		%
Semiconductor and electronics capital equipment	6		%	5		%	6		%
Total	100		%	100		%	100		%

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