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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): September 5, 2007
COGNEX CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts 0-17869 04-2713778
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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))
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Item 4.01 Changes in Registrant's Certifying Accountant
On September 5, 2007, Ernst & Young LLP ("Ernst & Young") was dismissed and, on
September 7, 2007, Grant Thornton LLP ("Grant Thornton") was appointed as the
independent registered public accounting firm for Cognex Corporation ("Cognex").
The decision to change auditors was unanimously approved by the Audit Committee
of the Board of Directors.
The reports of Ernst & Young on the financial statements of Cognex for the years
ended December 31, 2006 and 2005 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During Cognex's fiscal years ended December 31, 2006 and 2005, and the
subsequent interim period through September 5, 2007, there were no disagreements
with Ernst & Young on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of the
disagreements in connection with its reports. None of the reportable events
described in Item 304(a)(1)(v) of Regulation S-K occurred during the fiscal
years ended December 31, 2006 and 2005, or the subsequent interim period through
September 5, 2007.
During the fiscal years ended December 31, 2006 and 2005, and the subsequent
interim period through September 5, 2007, Cognex did not consult with Grant
Thornton regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Cognex's financial statements, and neither a
written report was provided to Cognex nor oral advice provided that Grant
Thornton concluded was an important factor considered by Cognex in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or
a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
Cognex has provided a copy of the foregoing statements to Ernst & Young.
Attached as Exhibit 16.1 is Ernst & Young's letter to the SEC, dated September
10, 2007, stating its agreement with these statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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16.1 Letter from Ernst & Young regarding change in certifying
accountant.
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: September 10, 2007 By: /s/ Richard A. Morin
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Richard A. Morin
Senior Vice President of Finance,
Chief Financial Officer and Treasurer