##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 for the quarterly period ended April 1, 2007
 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(State or other jurisdiction of
    
    04-2713778(I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One Vision Drive   (508) 650-3000
 (Address, including zip code, and telephone number,
including area code, of principal executive offices)
  Yes þ
    
    No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  Yes o
    
    No þ




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##### 



INDEX
 PART I FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Consolidated Statements of Operations for the three-month periods
ended April 1, 2007 and April 2, 2006
    
    
    1Consolidated Balance Sheets at April 1, 2007 and December 31, 2006
    
    
    2Consolidated Statement of Shareholders Equity for the
three-month period ended April 1, 2007
    
    
    3Consolidated Condensed Statements of Cash Flows for the
three-month periods ended April 1, 2007 and April 2, 2006
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II OTHER INFORMATION
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21Signatures
    
    
    22EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO




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##### Table of Contents



PART I: FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 COGNEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months EndedApril 1,
    
    
    April 2,2007
    
    
    2006(unaudited)RevenueProduct
    
    $
    44,913
    
    
    $
    53,649Service
    
    
    6,016
    
    
    
    5,39150,929
    
    
    
    59,040Cost of revenueProduct (1)
    
    
    10,810
    
    
    
    13,046Service (1)
    
    
    3,611
    
    
    
    3,66414,421
    
    
    
    16,710Gross marginProduct
    
    
    34,103
    
    
    
    40,603Service
    
    
    2,405
    
    
    
    1,72736,508
    
    
    
    42,330Research, development, and engineering expenses (1)
    
    
    7,931
    
    
    
    7,917Selling, general, and administrative expenses (1)
    
    
    23,973
    
    
    
    23,779Operating income
    
    
    4,604
    
    
    
    10,634Foreign currency loss
    
    
    (118
    )
    
    
    (145
    )Investment and other income
    
    
    1,778
    
    
    
    1,566Income before income tax expense
    
    
    6,264
    
    
    
    12,055Income tax expense
    
    
    1,629
    
    
    
    3,255Net income
    
    $
    4,635
    
    
    $
    8,800Net income per common and common-equivalent share:Basic
    
    $
    0.10
    
    
    $
    0.19Diluted
    
    $
    0.10
    
    
    $
    0.18Weighted-average common and common-equivalent shares outstanding:Basic
    
    
    44,434
    
    
    
    46,922Diluted
    
    
    44,905
    
    
    
    48,419Cash dividends per common share
    
    $
    0.085
    
    
    $
    0.08(1) Amounts include stock-based compensation expense, as follows:Product cost of revenue
    
    $
    163
    
    
    $
    156Service cost of revenue
    
    
    129
    
    
    
    199Research, development, and engineering
    
    
    822
    
    
    
    782Selling, general, and administrative
    
    
    1,878
    
    
    
    1,819Total stock-based compensation expense
    
    $
    2,992
    
    
    $
    2,956
  1




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##### Table of Contents



COGNEX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
  April 1,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    91,666
    
    
    $
    87,361Short-term investments
    
    
    115,463
    
    
    
    128,319Accounts receivable, less reserves of
$1,519 and $1,662 in 2007 and 2006,
respectively
    
    
    38,042
    
    
    
    40,055Inventories, net
    
    
    32,724
    
    
    
    30,583Deferred income taxes
    
    
    8,617
    
    
    
    8,636Prepaid expenses and other current assets
    
    
    16,278
    
    
    
    18,127Total current assets
    
    
    302,790
    
    
    
    313,081Long-term investments
    
    
    59,422
    
    
    
    50,540Property, plant, and equipment, net
    
    
    26,509
    
    
    
    26,028Deferred income taxes
    
    
    10,449
    
    
    
    9,002Intangible assets, net
    
    
    43,617
    
    
    
    44,988Goodwill
    
    
    83,391
    
    
    
    83,318Other assets
    
    
    7,899
    
    
    
    1,694$
    534,077
    
    
    $
    528,651LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,640
    
    
    $
    6,463Accrued expenses
    
    
    30,544
    
    
    
    31,064Accrued income taxes
    
    
    1,943
    
    
    
    1,181Customer deposits
    
    
    1,965
    
    
    
    842Deferred revenue
    
    
    8,197
    
    
    
    6,884Total current liabilities
    
    
    48,289
    
    
    
    46,434Reserve for income taxes
    
    
    12,743
    
    
    
    8,367Commitments (Notes 3, 7, 8, and 9)Shareholders equity:Common stock, $.002 par value Authorized: 140,000 shares, issued: 44,345 and 44,403 shares in 2007 and
2006, respectively
    
    
    89
    
    
    
    89Additional paid-in capital
    
    
    156,684
    
    
    
    155,136Retained earnings
    
    
    326,087
    
    
    
    329,251Accumulated other comprehensive loss
    
    
    (9,815
    )
    
    
    (10,626
    )Total shareholders equity
    
    
    473,045
    
    
    
    473,850$
    534,077
    
    
    $
    528,651
  2




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##### Table of Contents



COGNEX CORPORATION
 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Par Value
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    Income
    
    
    EquityBalance at December 31, 2006
    
    
    44,403
    
    
    $
    89
    
    
    $
    155,136
    
    
    $
    329,251
    
    
    $
    (10,626
    )
    
    
    
    
    
    $
    473,850Issuance of common stock under stock option plans
    
    
    66
    
    
    
    
    
    
    
    1,101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,101Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,992
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,992Excess tax benefit from stock option exercises
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Repurchase of common stock
    
    
    (124
    )
    
    
    
    
    
    
    (2,670
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,670
    )Payment of dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,778
    )
    
    
    
    
    
    
    
    
    
    
    (3,778
    )Reduction in retained earnings related to the adoption of FIN 48 (Note 9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,021
    )
    
    
    
    
    
    
    
    
    
    
    (4,021
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,635
    
    
    
    
    
    
    $
    4,635
    
    
    
    4,635Losses on currency swaps, net of gains on long-term
intercompany loans, net of tax of $63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (107
    )
    
    
    (107
    )
    
    
    (107
    )Net unrealized gain on available-for-sale
investments, net of tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    78
    
    
    
    78Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    840
    
    
    
    840
    
    
    
    840Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,446Balance at April 1, 2007 (unaudited)
    
    
    44,345
    
    
    $
    89
    
    
    $
    156,684
    
    
    $
    326,087
    
    
    $
    (9,815
    )
    
    
    
    
    
    $
    473,045
  3




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##### Table of Contents



COGNEX CORPORATION
 
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
  Three Months EndedApril 1,
    
    
    April 2,2007
    
    
    2006(unaudited)Cash flows from operating activities:Net income
    
    $
    4,635
    
    
    $
    8,800Adjustments to reconcile net income to net cash
provided by operations:Stock-based compensation expense
    
    
    2,992
    
    
    
    2,956Depreciation and amortization
    
    
    2,812
    
    
    
    2,810Excess tax benefit from stock option exercises
    
    
    (125
    )
    
    
    (798
    )Deferred income tax benefit
    
    
    (1,443
    )
    
    
    (1,469
    )Deposit related to Japan tax audit (Note 9)
    
    
    (5,984
    )
    
    
    Change in operating assets and liabilities
    
    
    3,601
    
    
    
    2,061Net cash provided by operating activities
    
    
    6,488
    
    
    
    14,360Cash flows from investing activities:Purchase of investments
    
    
    (109,555
    )
    
    
    (166,310
    )Maturity and sale of investments
    
    
    113,278
    
    
    
    183,920Purchase of property, plant, and equipment
    
    
    (1,487
    )
    
    
    (1,031
    )Net cash provided by investing activities
    
    
    2,236
    
    
    
    16,579Cash flows from financing activities:Issuance of common stock under stock option plans
    
    
    1,101
    
    
    
    5,436Repurchase of common stock
    
    
    (2,670
    )
    
    
    (25,027
    )Payment of dividends
    
    
    (3,778
    )
    
    
    (3,785
    )Excess tax benefit from stock option exercises
    
    
    125
    
    
    
    798Net cash used in financing activities
    
    
    (5,222
    )
    
    
    (22,578
    )Effect of exchange rate changes on cash
    
    
    803
    
    
    
    663Net increase in cash and cash equivalents
    
    
    4,305
    
    
    
    9,024Cash and cash equivalents at beginning of period
    
    
    87,361
    
    
    
    72,856Cash and cash equivalents at end of period
    
    $
    91,666
    
    
    $
    81,880
  4




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COGNEX CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1: Summary of Significant Accounting Policies
    NOTE 2: New Pronouncements
 FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities
  NOTE 3: Cash, Cash Equivalents, and Investments
  April 1,
    
    
    December 31,2007
    
    
    2006Cash
    
    $
    88,466
    
    
    $
    84,361Cash equivalents
    
    
    3,200
    
    
    
    3,000Cash and cash equivalents
    
    
    91,666
    
    
    
    87,361Municipal bonds
    
    
    106,463
    
    
    
    108,332Commercial paper
    
    
    9,000
    
    
    
    15,988Agency notes
    
    
    
    
    
    
    3,999Short-term investments
    
    
    115,463
    
    
    
    128,319Municipal bonds
    
    
    50,512
    
    
    
    39,594Limited partnership
interest
    
    
    8,910
    
    
    
    10,946Long-term investments
    
    
    59,422
    
    
    
    50,540$
    266,551
    
    
    $
    266,220
  5




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##### Table of Contents



COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3: Cash, Cash Equivalents, and Investments (continued)
  NOTE 4: Inventories
  April 1,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    17,579
    
    
    $
    16,746Work-in-process
    
    
    1,881
    
    
    
    1,630Finished goods
    
    
    13,264
    
    
    
    12,207$
    32,724
    
    
    $
    30,583
   Balance Sheet
    
    
    Statement ofAccrued
    
    
    OperationsInventories
    
    
    Expenses
    
    
    BenefitsReserve balance at December 31, 2006
    
    $
    4,008
    
    
    $
    1,400Benefits to cost of product revenue
recorded in the first quarter of
2006
    
    
    
    
    
    
    
    
    
    $
    252Inventory sold to customers
    
    
    (119
    )
    
    
    
    
    
    $
    119Inventory sold to brokers
    
    
    (467
    )
    
    
    
    
    
    
    Write-off and scrap of inventory
    
    
    (85
    )
    
    
    
    
    
    
    Reserve balance at April 1, 2007
    
    $
    3,337
    
    
    $
    1,400Benefits to cost of product revenue
recorded in the first quarter of
2007
    
    
    
    
    
    
    
    
    
    $
    119
 6




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5: Intangible Assets
  Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountApril 1, 2007Distribution networks
    
    $
    38,060
    
    
    $
    6,298
    
    
    $
    31,762Customer contracts and relationships
    
    
    13,061
    
    
    
    4,482
    
    
    
    8,579Completed technologies
    
    
    6,692
    
    
    
    4,101
    
    
    
    2,591Other
    
    
    1,423
    
    
    
    738
    
    
    
    685$
    59,236
    
    
    $
    15,619
    
    
    $
    43,617
 Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountDecember 31, 2006Distribution networks
    
    $
    38,060
    
    
    $
    5,477
    
    
    $
    32,583Customer contracts and relationships
    
    
    13,002
    
    
    
    4,110
    
    
    
    8,892Completed technologies
    
    
    6,834
    
    
    
    4,086
    
    
    
    2,748Other
    
    
    1,422
    
    
    
    657
    
    
    
    765$
    59,318
    
    
    $
    14,330
    
    
    $
    44,988
   Year
    
    Amount2007
    
    $
    4,2262008
    
    
    5,6292009
    
    
    5,4412010
    
    
    5,3122011
    
    
    4,405Thereafter
    
    
    18,604Total
    
    $
    43,617
 7




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6: Goodwill
   MVSD
    
    
    SISD
    
    
    ConsolidatedBalance at December 31, 2006
    
    $
    80,485
    
    
    $
    2,833
    
    
    $
    83,318Foreign exchange rate changes
    
    
    49
    
    
    
    24
    
    
    
    73Balance at April 1, 2007
    
    $
    80,534
    
    
    $
    2,857
    
    
    $
    83,391
 NOTE 7: Warranty Obligations
   Balance at December 31, 2006
    
    $
    1,387Provisions for warranties issued during the period
    
    
    281Fulfillment of warranty obligations
    
    
    (452
    )Foreign exchange rate changes
    
    
    8Balance at April 1, 2007
    
    $
    1,224
 NOTE 8: Indemnification Provisions
   8




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 9: Income Taxes
       Balance at December 31, 2006
    
    $
    8,367Cumulative effect upon adoption of FIN 48
    
    
    4,021Balance at January 1, 2007
    
    
    12,388Provisions during the period
    
    
    355Balance at April 1, 2007
    
    $
    12,743
  9




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10: Stock-Based Compensation Expense
  st st
    Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term (in years)
    
    
    ValueOutstanding at December 31, 2006
    
    
    11,324
    
    
    $
    25.90Granted
    
    
    1,250
    
    
    
    21.68Exercised
    
    
    (66
    )
    
    
    16.89Forfeited or Expired
    
    
    (312
    )
    
    
    26.86Outstanding at April 1, 2007
    
    
    12,196
    
    
    $
    25.49
    
    
    
    6.4
    
    
    $
    9,550Exercisable at April 1, 2007
    
    
    8,327
    
    
    $
    25.44
    
    
    
    5.2
    
    
    $
    9,493
  10




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10: Stock-Based Compensation Expense (continued)
   Three Months EndedApril 1, 2007
    
    April 2, 2006Risk-free rate
    
    
    4.9
    %
    
    
    4.5
    %Expected dividend yield
    
    
    1.5
    %
    
    
    1.10
    %Expected volatility
    
    
    35
    %
    
    
    45
    %Expected term (in years)
    
    
    4.3
    
    
    
    4.0
 Risk-free rate
  Expected dividend yield
  Expected volatility
  Expected term
     11




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10: Stock-Based Compensation Expense (continued)
  NOTE 11: Net Income Per Share
  Three Months EndedApril 1,
    
    
    April 2,2007
    
    
    2006(unaudited)Net income
    
    $
    4,635
    
    
    $
    8,800Basic:Weighted-average common shares outstanding
    
    
    44,434
    
    
    
    46,922Net income per common share
    
    $
    0.10
    
    
    $
    0.19Diluted:Weighted-average common shares outstanding
    
    
    44,434
    
    
    
    46,922Effect of dilutive stock options
    
    
    471
    
    
    
    1,497Weighted-average common and common-equivalent
shares outstanding
    
    
    44,905
    
    
    
    48,419Net income per common and common-equivalent share
    
    $
    0.10
    
    
    $
    0.18
  NOTE 12: Segment Information
  12




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12: Segment Information (continued)
  ReconcilingMVSD
    
    SISD
    
    Items
    
    ConsolidatedThree Months Ended
April 1, 2007Product revenue
    
    $
    41,933
    
    
    $
    2,980
    
    
    
    
    
    
    $
    44,913Service revenue
    
    
    3,199
    
    
    
    2,817
    
    
    
    
    
    
    
    6,016Operating income (loss)
    
    
    10,934
    
    
    
    (625
    )
    
    $
    (5,705
    )
    
    
    4,604Three Months Ended
April 2, 2006Product revenue
    
    $
    49,297
    
    
    $
    4,352
    
    
    
    
    
    
    $
    53,649Service revenue
    
    
    3,096
    
    
    
    2,295
    
    
    
    
    
    
    
    5,391Operating income
    
    
    16,898
    
    
    
    231
    
    
    $
    (6,495
    )
    
    
    10,634
 th
 NOTE 13: Dividends
  NOTE 14: Subsequent Event
   13




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
  Executive Overview
  14




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
    
    Semiconductor and Electronics Capital Equipment Market: These manufacturers purchase
Cognex machine vision systems and integrate them into the capital equipment that they
manufacture and then sell to their customers in the semiconductor and electronics
industries that either make computer chips or make printed circuit boards containing
computer chips. Although the Company sells to original equipment manufacturers (OEMs) in a
number of industries, these semiconductor and electronics OEMs have historically been large
consumers of the Companys products. Demand from these capital equipment manufacturers is
highly cyclical, with periods of investment followed by temporary downturns.
    
    Discrete Factory Automation Market: This market includes a wide array of manufacturers
who use machine vision for applications in a variety of industries, including the
automotive, consumer electronics, food and beverage, healthcare pharmaceutical, and
aerospace industries. These customers purchase Cognex machine vision systems either
directly from the Company or through a reseller and install them on their production lines.
    
    Surface Inspection Market: These customers are manufacturers of materials processed in
a continuous fashion, such as paper and metals. These customers need sophisticated machine
vision to detect and classify defects in the surfaces of those materials as they are being
processed at high speeds.
    
    Commercial Markets: The Companys commercial products currently serve the building
automation and security market for vision-based people sensing and counting, as well as
the automotive and truck market for vehicle-based driver-assist vision sensors that
enhance vehicle safety and driver convenience. Although sales to commercial customers were
not material in 2006 and are not expected to be material in 2007, the Company believes that
entering these new
commercial markets for machine vision systems is an important strategic move to diversify
into areas beyond industrial manufacturing.
  Stock-Based Compensation Expense
    15




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Results of Operations
 Revenue
    ®
  16




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##### Table of Contents



Gross Margin
    Operating Expenses
 ®
   th
 Nonoperating Income
 17




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##### Table of Contents



Income Taxes
       18




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##### Table of Contents



Balance at December 31, 2006
    
    $
    8,367Cumulative effect upon adoption of FIN 48
    
    
    4,021Balance at January 1, 2007
    
    
    12,388Provisions during the period
    
    
    355Balance at April 1, 2007
    
    $
    12,743
  Liquidity and Capital Resources
       19




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##### Table of Contents



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4: CONTROLS AND PROCEDURES
  
 PART II: OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  20




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##### Table of Contents



TotalNumber ofShares
    
    ApproximatePurchased
    
    Dollar Valueas Part of
    
    of Shares thatPublicly
    
    May Yet BeTotal
    
    Average
    
    Announced
    
    PurchasedNumber of
    
    Price
    
    Plans or
    
    Under theShares
    
    Paid per
    
    Programs
    
    Plans orPeriod
    
    Purchased
    
    Share
    
    (1)
    
    ProgramsJanuary 1  31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,587,000February 1  28, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,587,000March 1  April 1,
2007
    
    
    124,162
    
    
    $
    21.51
    
    
    
    124,162
    
    
    
    72,917,000Total
    
    
    124,162
    
    
    $
    21.51
    
    
    
    124,162
    
    
    
    72,917,000
 
 (1)
    
    In July 2006, the Companys Board of Directors authorized the repurchase of up
to $100,000,000 of the Companys Common Stock. 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. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 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**
 
 *
    
    Filed herewith**
    
    Furnished herewith 21




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SIGNATURES
  DATE:  May 10, 2007
    COGNEX CORPORATIONBy:
    /s/ Robert J. ShillmanRobert J. ShillmanChief Executive Officer, President, and Chairman of the Board of Directors
(duly authorized officer, principal executive officer)By:
    /s/ Richard A. MorinRichard A. MorinSenior Vice President of Finance, Chief Financial Officer, and Treasurer (duly authorized officer, principal financial
and accounting officer) 22