UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure |
On August 29, 2023, Cognex Corporation (the “Company”) issued a press release related to its agreement to acquire Moritex Corporation. The release is furnished as Exhibit 99.1 hereto. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events |
On August 29, 2023, the Company announced that it had agreed to acquire Moritex Corporation, a leading global provider of optics components. The all-cash transaction is expected to close by the end of 2023, subject to customary closing conditions, for a purchase price of ¥40 billion (approximately $275 million) to be funded from the Company’s existing cash and cash equivalents.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release, dated August 29, 2023, issued by Cognex Corporation (furnished herewith) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K, which do not relate solely to historical matters, are forward-looking statements. These forward-looking statements, which include statements regarding the pending acquisition of Moritex, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include the risk that the acquisition of Moritex may not be completed in a timely manner or at all, the risk that the Company may not achieve the anticipated benefits of the acquisition, and the other risks detailed in the Company’s reports filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2022 and Form 10-Q for the fiscal quarter ended July 2, 2023. Readers should not place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to update forward-looking statements after the date of such statements.
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 hereunto duly authorized.
| COGNEX CORPORATION | ||||||
| Dated: August 29, 2023 | By: | /s/ Paul Todgham | ||||
| Paul Todgham | ||||||
| Senior Vice President and Chief Financial Officer | ||||||