**UNITED STATES**


**SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON, D.C. 20549**








**FORM 10-Q**








*(Mark One)*


x   Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 3, 2004 or





o   Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______________ to _______________.








**Commission File Number** **0-17869**








**COGNEX CORPORATION***(Exact name of registrant as specified in its charter)***Massachusetts**
**04-2713778***(State or other jurisdiction of*
*incorporation or organization)*
*(I.R.S. Employer Identification No.)***One Vision Drive**
**Natick, Massachusetts 01760-2059**
**(508) 650-3000***(Address, including zip code, and telephone number, including area code, of principal executive offices)*








Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





xYes    oNo





Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)





x Yes oNo


As of October 31, 2004, there were 46,078,605 shares of Common Stock, $.002 par value, of the registrant outstanding.














**INDEX**












|**PART I**  | **FINANCIAL INFORMATION**                                                                                                    
|----------- | -----------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                              
|Item 1.     | Financial Statements                                                                                                         
|            | Consolidated Statements of Operations for the three-month and nine-month periods ended October 3, 2004 and September 28, 2003
|            | Consolidated Balance Sheets at October 3, 2004 and December 31, 2003                                                         
|            | Consolidated Statement of Stockholders' Equity for the nine-month period ended October 3, 2004                               
|            | Consolidated Condensed Statements of Cash Flows for the nine-month periods ended October 3, 2004 and September 28, 2003      
|            | Notes to Consolidated Financial Statements                                                                                   
|            |                                                                                                                              
|Item 2.     | Management's Discussion and Analysis of Financial Condition and Results of Operations                                        
|            |                                                                                                                              
|Item 3.     | Quantitative and Qualitative Disclosures About Market Risk                                                                   
|            |                                                                                                                              
|Item 4.     | Controls and Procedures                                                                                                      
|            |                                                                                                                              
|**PART II** | **OTHER INFORMATION**                                                                                                        
|            |                                                                                                                              
|Item 1.     | Legal Proceedings                                                                                                            
|            |                                                                                                                              
|Item 2.     | Unregistered Sales of Equity Securities and Use of Proceeds                                                                  
|            |                                                                                                                              
|Item 3.     | Defaults Upon Senior Securities                                                                                              
|            |                                                                                                                              
|Item 4.     | Submission of Matters to a Vote of Security Holders                                                                          
|            |                                                                                                                              
|Item 5.     | Other Information                                                                                                            
|            |                                                                                                                              
|Item 6.     | Exhibits                                                                                                                     
|            |                                                                                                                              
|            | Signatures                                                                                                                   
|            |                                                                                                                              









**PART I: FINANCIAL INFORMATION**







**ITEM 1: FINANCIAL STATEMENTS**






**COGNEX CORPORATION**




**CONSOLIDATED STATEMENTS OF OPERATIONS**


(In thousands, except per share amounts)





**Three Months Ended**
**Nine Months Ended****October 3,**


**September 28,**


**October 3,**


**September 28,****2004**


**2003**


**2004**


**2003******(unaudited)****
**(unaudited)**RevenueProduct
$
48,319

$
33,965

$
138,839

$
93,604Service

7,093


4,739


19,209


14,61055,412


38,704


158,048


108,214Cost of revenueProduct

11,106


10,139


34,747


28,004Service

3,780


3,051


10,833


8,90114,886


13,190


45,580


36,905Gross marginProduct

37,213


23,826


104,092


65,600Service

3,313


1,688


8,376


5,70940,526


25,514


112,468


71,309Research, development, and engineering expenses

6,552


6,246


20,105


18,492Selling, general, and administrative expenses

18,099


13,761


51,981


40,954Operating income

15,875


5,507


40,382


11,863Foreign currency gain (loss)

(502
)

828


73


(963)Investment and other income

1,043


1,145


3,348


4,054Income before provision for income taxes

16,416


7,480


43,803


14,954Income tax provision

4,761


2,342


12,703


4,717Net income
$
11,655

$
5,138

$
31,100

$
10,237Net income per common and common-equivalent share:Basic
$
0.26

$
0.12

$
0.69

$
0.24Diluted
$
0.25

$
0.11

$
0.66

$
0.23Weighted-average common and common-equivalent shares outstanding:Basic

44,928


43,153


45,281


42,947Diluted

46,415


44,890


47,424


44,120Cash dividends per common share
$
0.08

$
0.06

$
0.20

$
0.06











The accompanying notes are an integral part of these consolidated financial statements.


1


**COGNEX CORPORATION**




**CONSOLIDATED BALANCE SHEETS**


(In thousands)





**October
            3,**
        
        
        **December
            31,****2004**
        
        
        **2003****ASSETS**
        
        **(unaudited**)****Current
            assets:Cash
            and cash equivalents
        $
        65,105
        
        $
        76,227Short-term
            investments
        
        181,764
        
        
        56,406Accounts
            receivable, less reserves of $2,839 and $2,613 in 2004 and 2003, respectively
        
        37,495
        
        
        26,697Inventories
        
        16,715
        
        
        15,519Deferred
            income taxes
        
        7,653
        
        
        8,223Prepaid
            expenses and other current assets
        
        12,509
        
        
        14,526Total
            current assets
        
        321,241
        
        
        197,598Long-term
            investments
        
        135,324
        
        
        170,869Property,
            plant, and equipment, net
        
        23,835
        
        
        24,980Deferred
            income taxes
        
        19,440
        
        
        19,428Intangible
            assets, net
        
        7,341
        
        
        8,582Goodwill,
            net
        
        6,562
        
        
        7,222Other
            assets
        
        3,754
        
        
        3,854$
        517,497
        
        $
        432,533**LIABILITIES
            AND STOCKHOLDERS' EQUITY**Current
            liabilities:Accounts
            payable
        $
        4,906
        
        $
        5,555Accrued
            expenses
        
        45,240
        
        32,098Customer
            deposits
        
        2,436
        
        3,932Deferred
            revenue
        
        7,453
        
        5,702Total
            current liabilities
        
        60,035
        
        47,287Other
            liabilities
        
        248
        
        252Commitments
            (Notes 3, 7, 8, 9, and 12)Stockholders
            equity:Common
            stock, $.002 par value -
          Authorized:
            140,000 shares, issued: 46,079 and 48,186 shares in 2004 and 2003,
            respectively
        
        92
        
        96Additional
            paid-in capital
        
        188,517
        
        209,679Treasury
            stock, at cost, 4,253 shares in 2003
        
        -
        
        (72,445)Retained
            earnings
        
        280,754
        
        258,724Accumulated
            other comprehensive loss
        
        (12,149
        )
        (11,060)Total
            stockholders' equity
        
        457,214
        
        384,994$
        517,497
        
        $
        432,533














The accompanying notes are an integral part of these consolidated financial statements.








2   **COGNEX CORPORATION**
  **CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY**
 (In thousands)
  
 
 **Accumulated**
          **Other**
          **Comprehensive**
          **Loss****Additional**
          **Paid-in**
          **Capital**
        
        
        
        
        
        
        
        
        
        
        
        **Total**
          **Stockholders**
          **Equity****Common
            Stock**
        
        
        
        **Treasury
            Stock**
        
        
        **Retained**
          **Earnings**
        
        
        
        
        **Comprehensive**
          **Income****Shares**
        
        
        **Par
            Value**
        
        
        
        
        **Shares**
        
        
        **Cost**Balance
            at December 31, 2003
        
        
        48,186
        
        $
        96
        
        $
        209,679
        
        
        4,253
        
        $
        (72,445
        )
        $
        258,724
        
        $
        (11,060
        )
        
        
        
        $
        384,994Issuance
            of stock under stock option, stockpurchase,
            and other plans
        
        
        2,156
        
        
        4
        
        
        42,794
        
        
        10
        
        
        (317
        )
        
        
        
        
        
        
        
        
        
        
        42,481Retirement
            of treasury stock
        
        
        (4,263
        )
        
        (8
        )
        
        (72,754
        )
        
        (4,263
        )
        
        72,762
        
        
        
        
        
        
        
        
        
        
        
        -Tax
            benefit from exercise of stock options
        
        
        
        
        
        
        
        
        8,798
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        8,798Comprehensive
            income:Net
            income
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        31,100
        
        
        
        
        $
        31,100
        
        
        31,100Payment
            of dividends
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (9,070
        )
        
        
        
        
        
        
        
        (9,070
        )Losses
            on foreign intercompany loans,
          net
            of gains on currency swaps,net
            of tax of $663
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (1,129
        )
        
        (1,129
        )
        
        (1,129
        )Net
            unrealized loss on available-for-saleinvestments,
            net of tax of $468
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (797
        )
        
        (797
        )
        
        (797
        )Foreign
            currency translation adjustment
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        837
        
        
        837
        
        
        837Comprehensive
            income
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        $
        30,011Balance
            at October 3, 2004 (unaudited)
        
        
        46,079
        
        $
        92
        
        $
        188,517
        
        
        -
        
        $
        -
        
        $
        280,754
        
        $
        (12,149
        )
        
        
        
        $
        457,214
 
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.








3











**COGNEX CORPORATION**




**CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS**


(In thousands)









**Nine Months Ended****October 3,**

**September 28,****2004**

**2003****(unaudited)**Cash flows from operating activities:Net income
$
31,100

$                             10,237Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization

7,428

7,530Tax benefit from exercise of stock options

8,798

3,230Deferred income tax expense (benefit)

914

(1,749)Change in current assets and current liabilities

1,965

(64)Other

(67)

812Net cash provided by operating activities

50,138

19,996Cash flows from investing activities:Purchase of investments

(246,910)

(131,119)Maturity and sale of investments

153,091

103,395Purchase of property, plant, and equipment

(2,030)

(1,570)Cash paid for business acquisitions

-

(7,630)Net cash used in investing activities

(95,849)

(36,924)Cash flows from financing activities:Payment of dividends

(9,070)


(2,607)Issuance of stock under stock option, stock purchase, and other plans

42,481


17,178Net cash provided by financing activities

33,411


14,571Effect of foreign exchange rate changes on cash

1,178


484Net decrease in cash and cash equivalents

(11,122)

(1,873)Cash and cash equivalents at beginning of period

76,227


60,864Cash and cash equivalents at end of period
$
65,105

$
58,991


The accompanying notes are an integral part of these consolidated financial statements.





4

















**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 1: Summary of Significant Accounting Policies**





As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles. Reference should be made to the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.





In the opinion of the management of Cognex Corporation, the accompanying consolidated unaudited financial statements contain all adjustments necessary to present fairly the Company's financial position at October 3, 2004, and the results of its operations for the three-month and nine-month periods ended October 3, 2004 and September 28, 2003, and changes in stockholders' equity and cash flows for the periods presented.





The results disclosed in the Consolidated Statements of Operations for the three-month and nine-month periods ended October 3, 2004 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported in prior periods have been reclassified to be consistent with the current period presentation.





Effective July 1, 2004, the Massachusetts Business Corporation Act (the "Act") eliminated the concept of treasury shares.  Under the Act, shares previously classified as treasury shares are to be treated as authorized but unissued shares of common stock.  As a result of this change, the Company reclassified its treasury shares to authorized, but unissued shares of common stock on the Consolidated Balance Sheet.





Stock-Based Compensation Plans





The Company recognizes compensation costs using the intrinsic value based method described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Net income (loss) and net income (loss) per share as reported in these consolidated financial statements and on a pro forma basis, as if the fair value based method described in Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation, had been adopted, are as follows (in thousands, except per share amounts):





**Three Months Ended**
**Nine Months Ended****October 3, 2004**


**September 28, 2003**


**October 3, 2004**


**September 28, 2003**Net income, as reported
$
11,655

$
5,138

$
31,100

$
10,237Less: Total stock-based compensation costs determined under fair value based method, net of tax

(3,421)


(3,725)


(11,002)


(10,646)Net income (loss), pro forma
$
8,234

$
1,413

$
20,098

$
(409)Basic net income per share, as reported
$
.26

$
.12

$
.69

$
.24Basic net income (loss) per share, pro forma
$
.18

$
.03

$
.44

$
(.01)Diluted net income per share, as reported
$
.25

$
.11

$
.66

$
.23Diluted net income (loss) per share, pro forma
$
.21

$
.03

$
.49

$
(.01)








5


**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 1: Summary of Significant Accounting Policies (continued)**





For the purpose of providing pro forma disclosures, the fair values of stock options granted were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:





**Three Months Ended**
**Nine Months Ended****October 3, 2004**


**September 28, 2003**


**October 3, 2004**


**September 28, 2003**Risk-free interest rate

3.4
%

2.9
%

2.9
%

2.0
%Expected life (in years)

3.0


3.2


3.1


2.9Expected volatility

42
%

57
%

45
%

57
%Expected dividend yield

1.02
%

.92
%

1.02
%

.92
%





**NOTE 2: New Pronouncements**




On October 13, 2004, the Financial Accounting Standards Board concluded that Statement of Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment, which would require all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. Retroactive application of the requirements of SFAS No. 123 (not SFAS No. 123R) to the beginning of the fiscal year that includes the effective date would be permitted, but not required.







The Company would be required to apply SFAS No. 123R beginning July 1, 2005, and could choose to apply SFAS No. 123 retroactively from January 1, 2005 to June 30, 2005.  The cumulative effect of applying SFAS No. 123, if any, would be measured and recognized upon adoption.  Further, the Company could choose to early adopt the proposed Statement at the beginning of its first quarter in 2005. The Company has not yet determined the impact of this proposed Statement on its Consolidated Financial Statements.







**NOTE 3: Cash, Cash Equivalents, and Investments**




Cash, cash equivalents, and investments consist of the following (in thousands):





**October 3, 2004**


**December 31, 2003**Cash
$
65,105

$
49,980Municipal bonds

-


26,247Total cash and cash equivalents

65,105


76,227Municipal bonds

181,764


56,406Total short-term investments

181,764


56,406Municipal bonds

123,811


156,511Corporate bonds

-


4,212Limited partnership interest

11,513


10,146Total long-term investments

135,324


170,869$
382,193

$
303,502








6





**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 3: Cash, Cash Equivalents, and Investments (continued)**




On June 30, 2000, Cognex Corporation became a Limited Partner in Venrock Associates III, L.P., a venture capital fund. A director of the Company is a Managing General Partner of Venrock Associates.





The Company has committed to a total investment in the limited partnership of up to $25,000,000, of which $15,125,000 and $13,625,000 had been contributed as of October 3, 2004 and December 31, 2003, respectively. The commitment to contribute capital expires on January 1, 2005, and the Company does not have the right to withdraw from the partnership prior to December 31, 2010.





At October 3, 2004, the carrying value of this investment was $11,513,000 compared to an estimated fair value, as determined by the General Partner, of $10,596,000. The unrealized loss of $917,000 was determined to be temporary.





**NOTE 4: Inventories**





Inventories consist of the following (in thousands):




**October 3,**


**December 31,****2004**


**2003**Raw materials
$
8,356

$
8,948Work-in-process

4,954


3,514Finished goods

3,405


3,057$
16,715

$
15,519





In the fourth quarter of 2001, the Company recorded a $16,300,000 charge in Cost of product revenue on the Consolidated Statements of Operations for excess inventories and purchase commitments resulting from an extended slowdown in the semiconductor and electronics industries, as well as the expected transition to newer Cognex hardware platforms by the Companys OEM customers. A total of $12,500,000 of this charge represented reserves against existing inventories and was accordingly included in Inventories on the Consolidated Balance Sheet at December 31, 2001. The remaining $3,800,000 of the charge represented commitments to purchase excess components and systems from various suppliers and accordingly was included in Accrued Expenses on the Consolidated Balance Sheet at December 31, 2001.





The following table summarizes the changes during the current year in the inventory-related reserves that were established in the fourth quarter of 2001 (in thousands):





**Balance Sheet**

**Statement of Operations****Inventories**


**Accrued Expenses**


**Benefits**Reserve balance at December 31, 2003
$
9,383

$
1,400Inventory sold to customers

(600
)

-

$
600Inventory sold to brokers

(274
)

-


274Write-off and scrap of inventory

(247
)

-


-Reserve balance at October 3, 2004
$
8,262

$
1,400Benefits to cost of product revenue recorded in 2004






$
874


****


7


**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 4: Inventories (continued)**





A favorable settlement of the remaining purchase commitments may result in a recovery of a portion of the remaining $1,400,000 accrued at October 3, 2004.





**NOTE 5: Intangible Assets**





Amortized intangible assets consist of the following (in thousands):




**October 3, 2004**

**Gross Carrying Amount**


**Accumulated Amortization**


**Net Carrying Amount**Customer contracts and relationships
$
7,745

$
1,184

$
6,561Complete technology

5,378


4,701


677Patents

112


34


78Non-compete agreements

50


25


25$
13,285

$
5,944

$
7,341




**December 31, 2003**Customer contracts and relationships
$
7,832

$
492

$
7,340Complete technology

5,388


4,280


1,108Patents

113


17


96Non-compete agreements

50


12


38$
13,383

$
4,801

$
8,582





Aggregate amortization expense for the three-month and nine-month periods ended October 3, 2004 was $376,000 and $1,136,000, respectively, and $280,000 and $662,000 for the same periods in 2003.





Estimated amortization expense for the current fiscal year and succeeding fiscal years is as follows (in thousands):





**Year**

**Amount**2004

$
1,5322005


1,2252006


1,1062007


1,0532008


960Thereafter


2,601Total

$
8,477





****


8


**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 6: Goodwill**





The Company has two reporting units with goodwill, the Modular Vision Systems Division (MVSD) and the Surface Inspection Systems Division (SISD), which are also reportable segments.





The changes in the carrying amount of goodwill during the nine-month period ended October 3, 2004 are as follows (in thousands):





**MVSD**


**SISD**


**Consolidated**Balance at December 31, 2003
$
4,522

$
2,700

$
7,222Purchase price adjustment (Note 11)

(514
)

-


(514
)Foreign exchange rate changes

(110
)

(36
)

(146
)Balance at October 3, 2004
$
3,898

$
2,664

$
6,562





**NOTE 7: Warranty Obligations**




The Company warrants its hardware products to be free from defects in material and workmanship for periods ranging from six months to two years from the time of sale based upon the product being sold and the terms of the customers contract. Estimated warranty obligations are evaluated and recorded at the time of sale based upon historical costs to fulfill warranty obligations. Provisions may also be recorded subsequent to the time of sale whenever specific events or circumstances impacting product quality that would not have been taken into account using historical data become known. Warranty obligations are included in Accrued expenses on the Consolidated Balance Sheets.





The changes in the warranty obligation are as follows (in thousands):


Balance at December 31, 2003
$
2,119Provisions for warranties issued during the period

1,120Fulfillment of warranty obligations

(991)Foreign exchange rate changes

(17)Balance at October 3, 2004
$
2,231





**NOTE 8:  Indemnification Provisions**





Except as limited by Massachusetts law, the by-laws of the Company require it to indemnify certain current or former directors, officers, and employees of the Company against expenses incurred by them in connection with each proceeding in which he or she is involved as a result of serving or having served in certain capacities. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that the person did not act in good faith in the reasonable belief that the action was in the best interests of the Company. The maximum potential amount of future payments the Company could be required to make under these provisions is unlimited. The Company has never incurred significant costs related to these indemnification provisions. As a result, the Company believes the estimated fair value of these provisions is minimal.





The Company accepts standard limited indemnification provisions in the ordinary course of business, whereby it indemnifies its customers for certain direct damages incurred in connection with third-party patent or other intellectual property infringement claims with respect to the use of the Companys products. The term of these indemnification provisions generally coincides with the customers use of the Companys products. The maximum potential amount of future payments the Company could be required to make under these provisions is always subject to fixed monetary limits. The Company has never incurred significant costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the Company believes the estimated fair value of these provisions is minimal.


****


9


**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 8:  Indemnification Provisions (continued)**





The Company also accepts limited indemnification provisions from time to time, whereby it indemnifies customers for certain direct damages incurred in connection with bodily injury and property damage arising from the installation of the Companys products. The term of these indemnification provisions generally coincides with the period of installation. The maximum potential amount of future payments the Company could be required to make under these provisions is limited and is recoverable under the Companys insurance policies. As a result of this coverage, and the fact that the Company has never incurred significant costs to defend lawsuits or settle claims related to these indemnification provisions, the Company believes the estimated fair value of these provisions is minimal.





**NOTE 9:  Guarantees**





On March 25, 2004, the Company provided standby letters of credit totaling 3,146,280,000 Yen (or approximately $28,489,000 based upon the exchange rate at October 3, 2004) to taxing authorities in Japan. These letters of credit replace the bank guarantees that the Company provided on May 27, 2003, which were scheduled to expire in accordance with their terms, and the investments that collateralize these letters of credit are included in short-term and long-term investments on the Consolidated Balance Sheets. The Tokyo Regional Taxation Bureau (TRTB) has asserted that Cognex Corporation has a permanent establishment in Japan that would require certain income, previously reported on U.S. tax returns for the years ended December 31, 1997 through December 31, 2001, to be subject instead to taxation in Japan. The Company disagrees with this position and believes that this assertion is inconsistent with principles under the U.S. - Japan income tax treaty. The Company has filed a notice of objection and request for deferral of tax payment and intends to contest this assessment vigorously, although no assurances can be made that the Company will prevail in this matter. In September 2003, the Company also filed a request with the Internal Revenue Service Tax Treaty Division for competent authority assistance. Until this matter is resolved, the Company is required to provide bank guarantees or standby letters of credit to collateralize these tax assessments. These letters of credit expire in approximately one year. Should the TRTB prevail in its assertion, the income in question would be taxable in Japan and the Company would be required to pay approximately $28,489,000 in taxes, interest and penalties to Japanese taxing authorities. The Company would then be entitled to recoup the majority of this amount from taxing authorities in the U.S.







10


**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 10: Net Income Per Share**





Net income per share is calculated as follows (in thousands, except per share amounts) :





**Three Months Ended**
**Nine Months Ended****October 3, 2004**

**September 28, 2003**

**October 3, 2004**

**September 28, 2003**Net income
$
11,655

$
5,138

$
31,100

$
10,237Basic:Weighted-average common shares outstanding

44,928


43,153


45,281


42,947Net income per common share
$
.26

$
.12

$
.69

$
.24Diluted:Weighted-average common shares outstanding

44,928


43,153


45,281


42,947Effect of dilutive stock options

1,487


1,737


2,143


1,173Weighted-average common and common-equivalent shares outstanding

46,415


44,890


47,424


44,120Net income per common and common-equivalent share
$
.25

$
.11

$
.66

$
.23





Stock options to purchase 2,524,951 and 1,100,184 shares of common stock were outstanding during the three-month and nine-months periods ended October 3, 2004, respectively, and 2,443,727 and 4,042,697 for the same periods in 2003 but were not included in the calculation of diluted net income per common share because the options exercise prices were greater than the average market price of the Companys common stock during those periods.





**NOTE 11: Segment Information**





The Company has two reportable segments: the Modular Vision Systems Division (MVSD) and the Surface Inspections Systems Division (SISD). MVSD designs, develops, manufactures, and markets modular vision systems that are used to control the manufacturing of discrete items by locating, identifying, inspecting, and measuring them during the manufacturing process. SISD designs, develops, manufactures, and markets surface inspection vision systems that are used to inspect surfaces of materials that are processed in a continuous fashion to ensure there are no flaws or defects in the surfaces. Segments are determined based upon the way that management organizes its business for making operating decisions and assessing performance. The Company evaluates segment performance based upon income or loss from operations, excluding unusual items.





11










**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 11: Segment Information (continued)**





The following table summarizes information about the Companys segments (in thousands):




**Three Months Ended**
**October 3, 2004**

**MVSD**


**SISD**


**Reconciling**
**Items**


**Consolidated**Product revenue
$
43,511

$
4,808

$
-

$
48,319Service revenue

5,121


1,972


-


7,093Operating income

18,009


62


(2,196
)

15,875**Nine Months Ended**
**October 3, 2004**Product revenue
$
123,751

$
15,088

$
-

$
138,839Service revenue

13,602


5,607


-


19,209Operating income

45,924


1,012


(6,554
)

40,382


**Three Months Ended**
**September 28, 2003**Product revenue
$
28,777

$
5,188

$
-

$
33,965Service revenue

3,100


1,639


-


4,739Operating income

6,255


613


(1,361
)

5,507**Nine Months Ended**
**September 28, 2003**Product revenue
$
77,929

$
15,675

$
-

$
93,604Service revenue

9,760


4,850


-


14,610Operating income

14,321


2,304


(4,762
)

11,863





Reconciling items consist of unallocated corporate expenses, which primarily include corporate headquarters costs and patent infringement litigation. Asset information by segment is not produced internally for use by the chief operating decision maker, and therefore, is not presented. Asset information is not provided because the cash and investments are commingled and the divisions share assets and resources in a number of locations around the world.





**NOTE 12: Acquisitions**




Acquisition of Siemens Dematic AG Wafer Identification Business





On March 31, 2003, the Company acquired the wafer identification business of Siemens Dematic AG, a subsidiary of Siemens AG. Siemens Dematic is a leading supplier of logistics and factory automation equipment and had been a leading supplier of wafer identification systems to semiconductor manufacturers in Europe. Under the terms of the agreement, the Company acquired the rights to all of Siemens' patented and unpatented wafer identification technology, as well as substantially all of the assets related to its wafer identification business. This acquisition is intended to enhance the Companys position as a leading provider of wafer identification systems worldwide. The results of operations of the acquired business have been included in the Companys consolidated results of operations since the date of the acquisition. The historical results of operations of the acquired business were not material compared to the consolidated results of operations, and therefore, pro forma results are not presented.





12




**COGNEX CORPORATION**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 12: Acquisitions (continued)**




The original purchase price consisted of 7,000,000 Euros in cash (or approximately $7,630,000) paid on March 31, 2003, with the potential for an additional cash payment in 2005 of up to 1,700,000 Euros (or approximately $2,110,000) depending upon the achievement of certain performance criteria. The contingent consideration will be recorded as purchase price when paid and will be allocated to goodwill. The March 31, 2003 cash payment of 7,000,000 Euros was based upon an estimated balance sheet for the wafer identification business as of March 31, 2003. After receipt of the final March 31, 2003 balance sheet and resolution of certain items in dispute, Siemens reimbursed Cognex 796,000 Euros (or $868,000).





The final purchase price of 6,204,000 Euros (or approximately $6,762,000) was allocated as follows: $616,000 to inventories; $274,000 to accounts receivable; $25,000 to accrued expenses; $4,469,000 to customer contracts and relationships, to be amortized over eight years; $447,000 to complete technology, to be amortized over five years; $98,000 to patents, to be amortized over five years; $44,000 to non-compete agreements, to be amortized over three years; and $839,000 to goodwill, assigned to the MVSD segment, none of which is deductible for tax purposes.





Acquisition of Gavitec AG Machine Vision Business





On December 1, 2003, the Company acquired the machine vision business of Gavitec AG. Gavitec produces machine vision products for direct part mark identification (or Industrial ID), which can read markings on the surfaces of manufactured items to collect data about product components during the manufacturing process and trace the manufacturing history of the components during the products lifetime. Under the terms of the agreement, the Company acquired all of the tangible and intangible assets and assumed certain liabilities associated with Gavitec's machine vision business. The results of operations of the acquired business have been included in the Companys consolidated results of operations since the date of the acquisition. The historical results of operations of the acquired business were not material compared to the consolidated results of operations, and therefore, pro forma results are not presented.





The purchase price consisted of 3,800,000 Euros in cash (or approximately $4,534,000), including 3,500,000 Euros paid at closing, 100,000 Euros to be paid on December 1, 2004, and 200,000 Euros to be paid on December 1, 2005. There was the potential for an additional cash payment of up to 250,000 Euros in the third quarter of 2004 (or approximately $310,000) depending upon the achievement of certain performance criteria. These criteria were not met, and therefore, this contingent payment was not made. There is also the potential for an additional cash payment of up to 250,000 Euros in the first quarter of 2005 (or approximately $310,000) depending upon the achievement of certain performance criteria. The contingent consideration will be recorded as purchase price when paid and will be allocated to goodwill.





**NOTE 13: Dividends**




On July 22, 2004, the Companys Board of Directors declared a cash dividend of $0.08 per share. The dividend was paid on August 20, 2004 to all stockholders of record at the close of business on August 6, 2004.





**NOTE 14: Subsequent Event**




On October 28, 2004, the Companys Board of Directors declared a cash dividend of $0.08 per share. The dividend is payable on November 19, 2004 to all stockholders of record at the close of business on November 5, 2004. Future dividends will be declared at the discretion of the Board of Directors and will depend upon such factors as the Board of Directors deems relevant. The Board of Directors may modify the Companys dividend policy from time to time.







13





**ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**





**FORWARD-LOOKING STATEMENTS**





Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these forward-looking statements by the Companys use of the words expects, anticipates, estimates, believes, projects, intends, plans, will, may, shall, and similar words and other statements of a similar sense. These statements are based upon the Companys current estimates and expectations as to prospective events and circumstances, which may or may not be in the Companys control and as to which there can be no firm assurances given. These forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) global economic conditions that impact the capital spending trends of manufacturers in a variety of industries; (2) the cyclicality of the semiconductor and electronics industries; (3) the inability to achieve significant international revenue; (4) fluctuations in foreign exchange rates; (5) the loss of, or a significant curtailment of purchases by, any one or more principal customers; (6) the reliance upon certain sole-source suppliers to manufacture and deliver critical components for the Companys products; (7) the inability to attract and retain skilled employees; (8) the inability to design and manufacture high-quality products; (9) inaccurate forecasts of customer demand; (10) the technological obsolescence of current products and the inability to develop new products; (11) the inability to protect the Companys proprietary technology and intellectual property; (12) the Companys involvement in time-consuming and costly litigation; (13) the impact of competitive pressures; and (14) the inability to achieve expected results from acquisitions. The foregoing list should not be construed as exhaustive and the Company encourages readers to refer to the detailed discussion of risk factors included in Part I - Item 1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently revise forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such statements are made.





**Results of Operations**





*Executive Overview*





Cognex Corporation (the Company) designs, develops, manufactures, and markets machine vision systems, or computers that can see, which are used to automate a wide range of manufacturing processes where vision is required. The Companys Modular Vision Systems Division (MVSD) specializes in machine vision systems that are used to automate the manufacture of discrete items, while the Companys Surface Inspection Systems Division (SISD) specializes in machine vision systems that are used to inspect the surfaces of materials processed in a continuous fashion.





In addition to product revenue derived from the sale of machine vision systems, the Company also generates revenue by providing maintenance and support, education, consulting, and installation services to its customers. The Company has two primary types of customers: original equipment manufacturers (OEMs) and end users. OEM customers purchase Cognex machine vision systems and integrate them into the capital equipment that they manufacture and then sell to their customers, primarily companies in the semiconductor and electronics industries that either make computer chips or make printed circuit boards containing computer chips. End-user customers purchase Cognex machine vision systems and install them directly on their production lines to automate the manufacture of a wide range of items in a variety of industries.





14


Over the past few years, the Company has been successful in diversifying its customer base beyond OEMs serving the semiconductor and electronics industries. These industries are highly cyclical, with periods of investment followed by temporary downturns, which have had a severe effect on demand for capital equipment that incorporates the Companys products. During the nine-month period ended October 3, 2004, the Company experienced an increase in demand from capital equipment manufacturers serving the semiconductor and electronics industries, with sales to these customers increasing 96% from the same period in 2003.





While sales to these capital equipment manufacturers contributed most significantly to the Companys total revenue growth during the nine-month period ended October 3, 2004, sales to all other customers also increased from the prior year by 20% due to higher demand from end-user customers in a variety of industries. The industries and applications of these customers are far more diversified than those of the Companys OEM customers.





The Companys total revenue during the nine-month period ended October 3, 2004 increased 46% from the prior year. During the first nine months of 2004, the Company continued to keep tight control over expenses and invested only in strategic areas that it believes will help drive revenue growth, such as sales and marketing. The growth in revenue, along with expense control, resulted in the Company reporting an operating profit of 26% of revenue for the nine-month period ended October 3, 2004 compared to 11% of revenue for the same period in 2003.





*Revenue*





Revenue for the three-month and nine-month periods ended October 3, 2004 totaled $55,412,000 and $158,048,000, respectively, compared to $38,704,000 and $108,214,000 for the same periods in 2003, representing a 43% increase for the three-month period and a 46% increase for the nine-month period. The majority of this growth came from sales to capital equipment manufacturers serving the semiconductor or electronics industries. Sales to these customers for the three-month and nine-month periods ended October 3, 2004 increased $11,750,000, or 84%, and $35,610,000, or 96%, respectively. Sales to all other customers increased $4,958,000, or 20%, for the three-month period and $14,224,000, or 20%, for the nine-month period due to higher demand from end-user customers in a variety of industries. Although sales to these other customers grew from the prior year, they decreased as a percentage of total revenue to 53% and 54% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 64% and 66% for the same periods in 2003 due to the significant increase in sales to capital equipment manufacturers. Geographically, revenue increased from the prior year in most of the Companys worldwide regions, but most significantly in Japan, where many of the Companys customers who are capital equipment manufacturers are located.





Product revenue for the three-month and nine-month periods ended October 3, 2004 totaled $48,319,000 and $138,839,000, respectively, compared to $33,965,000 and $93,604,000 for the same periods in 2003, representing a 42% increase for the three-month period and a 48% increase for the nine-month period. The increase in product revenue was primarily due to a higher volume of machine vision systems sold to customers in the semiconductor and electronics industries. Service revenue, which is derived from the sale of maintenance and support, education, consulting, and installation services, totaled $7,093,000 and $19,209,000 for the three-month and nine-month periods ended October 3, 2004, respectively, compared to $4,739,000 and $14,610,000 for the same periods in 2003, representing a 50% increase for the three-month period and a 31% increase for the nine-month period. The increase in service revenue was due principally to higher revenue generated by maintenance and support programs that are sold bundled with product offerings. Service revenue as a percentage of total revenue remained relatively consistent with the prior year, representing 13% and 12% of total revenue for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 12% and 14% of total revenue for the same periods in 2003.





MVSD revenue for the three-month and nine-month periods ended October 3, 2004 totaled $48,632,000 and $137,353,000, respectively, compared to $31,877,000 and $87,689,000 for the same periods in 2003, representing a 53% increase for the three-month period and a 57% increase for the nine-month period. The increase in MVSD revenue was primarily due to a higher volume of systems sold to customers in the semiconductor and electronics industries. SISD revenue for the three-month and nine-month periods ended October 3, 2004 remained consistent with the prior year, totaling $6,780,000 and $20,695,000, respectively, compared to $6,827,000 and $20,525,000 for the same periods in 2003. SISD revenue decreased as a percentage of total revenue to 12% and 13% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 18% and 19% for the same periods in 2003 due to the significant increase in sales to capital equipment manufacturers at MVSD.





15


*Gross Margin*





Gross margin as a percentage of revenue was 73% and 71% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 66% for the same periods in 2003. The increase in gross margin was primarily due to the impact of the higher sales volume, as well as a greater percentage of total revenue from the sale of modular vision systems, which carry higher margins than the sale of services and surface inspection systems.





Product gross margin as a percentage of revenue was 77% and 75% for the three-month and nine-month periods ended October 3, 2004 compared to 70% for the same periods in 2003. The increase in product margin was due primarily to the increased sales volume, as well as the shift in product mix to higher-margin modular vision systems. Service gross margin as a percentage of revenue was 47% and 44% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 36% and 39% for the same periods in 2003. The increase in service margin was due principally to higher maintenance and support revenue that is sold bundled with MVSD products, without a corresponding increase in costs.





MVSD gross margin as a percentage of revenue was 77% and 75% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 71% and 70% for the same periods in 2003. The increase in MVSD margin was primarily due to the higher sales volume of modular vision systems. SISD gross margin as a percentage of revenue was 42% and 45% for the three-month and nine-month periods ended October 3, 2004, respectively, compared to 44% and 48% for the same periods in 2003. The decrease in SISD margin was due principally to higher service costs required to grow the worldwide support organization.





*Operating Expenses*





Research, development, and engineering expenses (R,D&E) for the three-month and nine-month periods ended October 3, 2004 were $6,552,000 and $20,105,000, respectively, compared to $6,246,000 and $18,492,000 for the same periods in 2003, representing a 5% increase for the three-month period and a 9% increase for the nine-month period. MVSD R,D&E expenses for the three-month and nine-month periods ended October 3, 2004 increased 4% and 10%, respectively, from the same periods in 2003. SISD R,D&E expenses for the three-month period ended October 3, 2004 increased 15% from the same period in 2003 and for the nine-month period ended October 3, 2004 remained consistent with the prior year. The increases in MVSD and SISD expenses were primarily due to the accrual of anticipated company bonuses for 2004.





Selling, general, and administrative (S,G&A) expenses for the three-month and nine-month periods ended October 3, 2004 were $18,099,000 and $51,981,000, respectively, compared to $13,761,000 and $40,954,000 for the same periods in 2003, representing a 32% increase for the three-month period and a 27% increase for the nine-month period. MVSD S,G&A expenses for the three-month and nine-month periods ended October 3, 2004 increased 30% for the three-month period and 27% for the nine-month period, while SISD S,G&A expenses increased 16% for the three-month period and 17% for the nine-month period. Corporate expenses that are not allocated to a division increased 61% for the three-month period and 38% for the nine-month period. The increases in MVSD and SISD expenses were primarily due to higher personnel-related costs, including commissions related to the higher sales volume, the hiring of additional end-user sales personnel, and the accrual of anticipated company bonuses for 2004, as well as investments in marketing activities and the unfavorable impact of foreign exchange rate changes on the Companys international operations. The increase in corporate expenses was due principally to the accrual of anticipated company bonuses for 2004.





*Foreign Currency Gain (Loss)*





During the three-month and nine-month periods ended October 3, 2004, the Company recorded foreign currency losses of $502,000 and gains of $73,000, respectively, compared to gains of $828,000 and losses of $963,000 for the same periods in 2003. These gains and losses primarily arose from the revaluation and settlement of accounts receivable denominated in currencies other than the subsidiarys functional currency, as well as the revaluation of intercompany balances that were not fully hedged.





16





*Investment and Other Income*





Investment and other income for the three-month and nine-month periods ended October 3, 2004 totaled $1,043,000 and $3,348,000, respectively, compared to $1,145,000 and $4,054,000 for the same periods in 2003. The decrease in investment and other income was primarily due to lower average interest rates on the Companys invested balances.


**


*Income Taxes*





The Company's effective tax rate for the three-month and nine-month periods ended October 3, 2004 was 29% compared to 31% and 32%, respectively, for the same periods in 2003. The decrease in the effective tax rate was due primarily to more of the Companys profits being earned and taxed in lower tax jurisdictions.





**Liquidity and Capital Resources**





At October 3, 2004, the Companys cash, cash equivalent, and investment balances increased $78,691,000 to $382,193,000 from $303,502,000 at December 31, 2003. The Company's cash requirements during the nine-month period ended October 3, 2004 were met with positive cash flow from operations, as well as the proceeds from the issuance of common stock under stock option and stock purchase plans that totaled $42,481,000. Cash requirements consisted of operating activities, capital expenditures, and the payment of dividends. Capital expenditures during the nine-month period ended October 3, 2004 totaled $2,030,000 and consisted principally of expenditures for computer hardware and software.





On June 30, 2000, Cognex Corporation became a Limited Partner in Venrock Associates III, L.P., a venture capital fund. The Company has committed to a total investment in the limited partnership of up to $25,000,000, of which $15,125,000 had been contributed as of October 3, 2004, including $1,500,000 during the nine-month period ended October 3, 2004. The commitment to contribute capital expires on January 1, 2005, and the Company does not have the right to withdraw from the partnership prior to December 31, 2010.





On March 31, 2003, the Company acquired the wafer identification business of Siemens Dematic AG for a net purchase price of 6,204,000 Euros in cash (or approximately $6,762,000), with the potential for an additional cash payment in 2005 of up to 1,700,000 Euros (or approximately $2,110,000) depending upon the achievement of certain performance criteria.





On December 1, 2003, the Company acquired the machine vision business of Gavitec AG for 3,800,000 Euros in cash (or approximately $4,534,000), including 3,500,000 Euros paid at closing, 100,000 Euros to be paid on December 1, 2004, and 200,000 Euros to be paid on December 1, 2005. There was the potential for an additional cash payment of up to 250,000 Euros in the third quarter of 2004 (or approximately $310,000) depending upon the achievement of certain performance criteria. These criteria were not met, and therefore, this contingent payment was not made. There is also the potential for an additional cash payment of up to 250,000 Euros in the first quarter of 2005 (or approximately $310,000) depending upon the achievement of certain performance criteria.





On December 12, 2000, the Companys Board of Directors authorized the repurchase of up to $100,000,000 of the Companys common stock. During 2002, a total of 1,768,452 shares were repurchased at a cost of $26,425,000. There have been no other shares repurchased under this program. The Company may repurchase additional shares under this program in future periods depending upon a variety of factors, including the market value of the Companys common stock and the average return on the Companys invested balances.





On July 22, 2004, the Companys Board of Directors declared a cash dividend of $0.08 per share. The dividend, amounting to $3,680,000, was paid on August 20, 2004 to all stockholders of record at the close of business on August 6, 2004. On October 28, 2004, the Companys Board of Directors declared a cash dividend of $0.08 per share. The dividend is payable on November 19, 2004 to all stockholders of record at the close of business on November 5, 2004. Future dividends will be declared at the discretion of the Board of Directors and will depend upon such factors as the Board of Directors deems relevant. The Board of Directors may modify the Companys dividend policy from time to time.




17


The Company believes that its existing cash, cash equivalents, and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities in 2004, as well as for the next few years.





**New Pronouncements**




On October 13, 2004, the Financial Accounting Standards Board concluded that Statement of Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment, which would require all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. Retroactive application of the requirements of SFAS No. 123 (not SFAS No. 123R) to the beginning of the fiscal year that includes the effective date would be permitted, but not required.





The Company would be required to apply SFAS No. 123R beginning July 1, 2005, and could choose to apply SFAS No. 123 retroactively from January 1, 2005 to June 30, 2005.  The cumulative effect of adoption, if any, would be measured and recognized on July 1, 2005.  Further, the Company could choose to early adopt the proposed Statement at the beginning of its first quarter ended March 31, 2005. The Company has not yet determined the impact of this proposed Statement on its Consolidated Financial Statements.




**ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





There have been no material changes to the Companys exposures to market risk since December 31, 2003.





**ITEM 4: CONTROLS AND PROCEDURES**





As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are effective in ensuring that material information relating to the Company, including its consolidated subsidiaries, is made known to the certifying officers by others within the Company and its consolidated subsidiaries. From time to time, the Company reviews the disclosure controls and procedures, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Companys systems evolve with its business. There was no change in the Companys internal control over financial reporting that occurred during the quarter ended October 3, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.





18


**PART II: OTHER INFORMATION**








**ITEM 1.**  **LEGAL PROCEEDINGS**





To the Companys knowledge, there are no pending legal proceedings which are material to the Company, other than as described in the section captioned Intellectual Property, appearing in Item I of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as updated in Item I of Part II of the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2004.





In addition, from time to time, the Company may be subject to various claims and lawsuits by competitors, customers, or other parties arising in the ordinary course of business, including lawsuits charging patent infringement. There can be no assurance as to the outcome of any of this litigation.





**ITEM 2.**  **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





None





**ITEM 3.**  **DEFAULTS UPON SENIOR SECURITIES**





None





**ITEM 4.**  **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**ITEM 5.**  **OTHER INFORMATION**





None





**ITEM 6.**  **EXHIBITS**





10.1 - Form of Stock Option Agreement (Non-Qualified) under 1998 Stock Incentive Plan





10.2 - Form of Stock Option Agreement (Non-Qualified) under 1998 Non-Employee Director Stock Option Plan





31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934





31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934





32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002







19




**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.










DATE:
  November 8 ,
  2004








COGNEX CORPORATION/s/ Robert J. ShillmanRobert J. ShillmanPresident, Chief Executive Officer,and Chairman of the Board of Directors(duly authorized officer, principal executive officer)








****/s/ Richard A. MorinRichard A. MorinSenior Vice President of Finance, Chief Financial Officer, and Treasurer(duly authorized officer, principal financial and accounting officer)


20