UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 1, 2008
Cognex Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
000-17869 04-2713778
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(Commission File Number) (IRS Employer Identification No.)
One Vision Drive, Natick, Massachusetts 01760-2059
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(Address of Principal Executive Offices) (Zip Code)
(508) 650-3000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (see General Instruction A.2. below):
|_| 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 1.01 Entry into a Material Definitive Agreement
On March 1, 2008, Cognex Corporation (the "Company") entered into
Indemnification Agreements with its Directors. The Indemnification Agreements
require, among other matters, that the Company indemnify the Directors to the
fullest extent permitted by law and advance to the Directors certain expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted. The indemnification and advancement of expenses provided by
these Indemnification Agreements are not deemed exclusive of any other rights
that the Directors may have under the Company's Articles of Organization,
By-Laws or applicable law. The foregoing summary is qualified in its entirety by
reference to the form of Indemnification Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 1, 2008, the Company's Board of Directors approved amendments to
Section 3.4 of the Company's By-Laws to explicitly provide that, in addition to
traditional delivery methods, notice of a meeting of shareholders may be
delivered to a shareholder by electronic transmission in a manner specified to
the Company by the shareholder. The Board also amended Section 3.7 of the
By-Laws to explicitly provide that a shareholder's proxy may be transmitted by
facsimile or other electronic means in a manner complying with applicable law.
These amendments were effective upon adoption by the Board. The full text of the
amendments is attached as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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3.1* Amendment to By-Laws of Cognex Corporation dated March 1, 2008
10.1* Form of Indemnification Agreement with each of the Directors of
Cognex Corporation
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* Filed herewith.
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 thereunto duly authorized.
COGNEX CORPORATION
Date: March 3, 2008 By: /s/ Richard A. Morin
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Name: Richard A. Morin
Title: Senior Vice President of Finance,
Chief Financial Officer, and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
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3.1* Amendment to By-Laws of Cognex Corporation dated March 1, 2008
10.1* Form of Indemnification Agreement with each of the Directors of
Cognex Corporation
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* Filed herewith.