##### 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 5, 2009
 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)
  þ o
  o o
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ




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##### 



INDEX
 PART I
    
    FINANCIAL INFORMATION
    
    1Item 1.
    
    Financial Statements
    
    1Consolidated Statements of Operations for the quarter ended April 5,
2009 and March 30, 2008
    
    1Consolidated Balance Sheets as of April 5, 2009 and December 31, 2008
    
    2Consolidated Statement of Shareholders Equity for the quarter ended
April 5, 2009
    
    3Consolidated Condensed Statements of Cash Flows for the quarter ended
April 5, 2009 and March 30, 2008
    
    4Notes to Consolidated Financial Statements (interim periods unaudited)
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    26Item 4.
    
    Controls and Procedures
    
    26PART II
    
    OTHER INFORMATION
    
    27Item 1.
    
    Legal Proceedings
    
    27Item 1A.
    
    Risk Factors
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    27Item 3.
    
    Defaults Upon Senior Securities
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    28Item 5.
    
    Other Information
    
    28Item 6.
    
    Exhibits
    
    28Signatures
    
    29EX-10.1 MEMORANDUM TO ERIC CEYROLLE REGARDING SEPARATION, DATED APRIL 24, 2009EX-31.1 SECTION 302 CERTIFCATION OF CEOEX-31.2 SECTION 302 CERT OF CFOEX-32.1 SECTION 906 CERT OF CEOEX-32.2 SECTION 906 CERT OF CFO




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##### Table of Contents



PART I: FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 COGNEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Quarter EndedApril 5,
    
    
    March 30,2009
    
    
    2008(unaudited)RevenueProduct
    
    $
    38,128
    
    
    $
    54,943Service
    
    
    4,159
    
    
    
    5,57042,287
    
    
    
    60,513Cost of revenueProduct
    
    
    10,386
    
    
    
    13,992Service
    
    
    3,078
    
    
    
    3,06313,464
    
    
    
    17,055Gross marginProduct
    
    
    27,742
    
    
    
    40,951Service
    
    
    1,081
    
    
    
    2,50728,823
    
    
    
    43,458Research, development, and engineering expenses
    
    
    8,835
    
    
    
    8,929Selling, general, and administrative expenses
    
    
    26,141
    
    
    
    26,526Restructuring charge (Note 14)
    
    
    297
    
    
    
    Operating income (loss)
    
    
    (6,450
    )
    
    
    8,003Foreign currency gain (loss)
    
    
    (392
    )
    
    
    1,118Investment income
    
    
    884
    
    
    
    1,977Other income
    
    
    1,800
    
    
    
    355Income (loss) from continuing operations before
income tax expense
    
    
    (4,158
    )
    
    
    11,453Income tax expense (benefit) on continuing operations
    
    
    (748
    )
    
    
    2,863Income (loss) from continuing operations
    
    
    (3,410
    )
    
    
    8,590Loss from operations of discontinued business, net
of tax (Note 17)
    
    
    
    
    
    
    (115
    )Net income (loss)
    
    $
    (3,410
    )
    
    $
    8,475Basic earnings (loss) per weighted-average common
and common-equivalent share:Income (loss) from continuing operations
    
    $
    (0.09
    )
    
    $
    0.20Loss from discontinued operations
    
    $
    0.00
    
    
    $
    0.00Net income (loss)
    
    $
    (0.09
    )
    
    $
    0.20Diluted earnings (loss) per weighted-average common
and common-equivalent share:Income (loss) from continuing operations
    
    $
    (0.09
    )
    
    $
    0.20Loss from discontinued operations
    
    $
    0.00
    
    
    $
    0.00Net income (loss)
    
    $
    (0.09
    )
    
    $
    0.20Weighted-average common and common-equivalent shares
outstanding:Basic
    
    
    39,655
    
    
    
    42,978Diluted
    
    
    39,655
    
    
    
    43,116Cash dividends per common share
    
    $
    0.150
    
    
    $
    0.085
  1




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COGNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
 April 5,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    123,020
    
    
    $
    127,138Short-term investments
    
    
    52,494
    
    
    
    52,559Accounts receivable, less reserves of
$1,624 and $1,290 in 2009 and 2008,
respectively
    
    
    21,895
    
    
    
    30,510Inventories
    
    
    24,395
    
    
    
    25,063Deferred income taxes
    
    
    11,256
    
    
    
    10,231Prepaid expenses and other current assets
    
    
    15,220
    
    
    
    18,923Total current assets
    
    
    248,280
    
    
    
    264,424Long-term investments
    
    
    31,334
    
    
    
    41,389Property, plant, and equipment, net
    
    
    28,011
    
    
    
    27,764Deferred income taxes
    
    
    18,906
    
    
    
    17,673Intangible assets, net
    
    
    28,779
    
    
    
    31,278Goodwill
    
    
    80,453
    
    
    
    80,765Other assets
    
    
    9,932
    
    
    
    10,754$
    445,695
    
    
    $
    474,047LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,915
    
    
    $
    6,780Accrued expenses
    
    
    17,150
    
    
    
    21,855Accrued income taxes
    
    
    1,861
    
    
    
    2,986Deferred revenue and customer deposits
    
    
    15,392
    
    
    
    19,429Total current liabilities
    
    
    39,318
    
    
    
    51,050Reserve for income taxes
    
    
    10,063
    
    
    
    9,922Commitments and contingencies (Note 8)Shareholders equity:Common stock, $.002 par value Authorized: 140,000 shares, issued: 39,655
shares in 2009 and 2008
    
    
    79
    
    
    
    79Additional paid-in capital
    
    
    75,048
    
    
    
    73,280Retained earnings
    
    
    335,867
    
    
    
    345,225Accumulated other comprehensive loss
    
    
    (14,680
    )
    
    
    (5,509
    )Total shareholders equity
    
    
    396,314
    
    
    
    413,075$
    445,695
    
    
    $
    474,047
  2




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COGNEX CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Par Value
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    Loss
    
    
    EquityBalance as of December 31, 2008
    
    
    39,655
    
    
    $
    79
    
    
    $
    73,280
    
    
    $
    345,225
    
    
    $
    (5,509
    )
    
    
    
    
    
    $
    413,075Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,855Excess tax benefit from stock option exercises
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )Payment of dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,948
    )
    
    
    
    
    
    
    
    
    
    
    (5,948
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,410
    )
    
    
    
    
    
    $
    (3,410
    )
    
    
    (3,410
    )Net unrealized loss on available-for-sale
investments, net of tax of $95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    (162
    )
    
    
    (162
    )Foreign currency translation adjustment,
net of tax benefit of $287
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,009
    )
    
    
    (9,009
    )
    
    
    (9,009
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (12,581
    )Balance as of April 5, 2009 (unaudited)
    
    
    39,655
    
    
    $
    79
    
    
    $
    75,048
    
    
    $
    335,867
    
    
    $
    (14,680
    )
    
    
    
    
    
    $
    396,314
  3




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COGNEX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 Quarter EndedApril 5,
    
    
    March 30,2009
    
    
    2008(unaudited)Cash flows from operating activities:Net income (loss)
    
    $
    (3,410
    )
    
    $
    8,475Adjustments to reconcile net income (loss) to net cash provided by operating activities:Stock-based compensation expense
    
    
    1,855
    
    
    
    1,873Depreciation and amortization
    
    
    2,931
    
    
    
    2,876Intangible asset impairment charge (Note 6)
    
    
    1,000
    
    
    
    Provision for excess and obsolete inventory
    
    
    1,057
    
    
    
    223Tax effect of stock option exercises
    
    
    87
    
    
    
    (462
    )Deferred income tax
    
    
    (2,046
    )
    
    
    (905
    )Change in operating assets and liabilities.
    
    
    (956
    )
    
    
    1,610Net cash provided by operating activities
    
    
    518
    
    
    
    13,690Cash flows from investing activities:Purchase of investments
    
    
    (1,677
    )
    
    
    (16,822
    )Maturity and sale of investments
    
    
    11,170
    
    
    
    65,254Purchase of property, plant, and equipment
    
    
    (1,741
    )
    
    
    (1,709
    )Net cash provided by investing activities
    
    
    7,752
    
    
    
    46,723Cash flows from financing activities:Issuance of common stock under stock option plans
    
    
    
    
    
    
    2,901Repurchase of common stock
    
    
    
    
    
    
    (32,688
    )Payment of dividends
    
    
    (5,948
    )
    
    
    (3,658
    )Tax effect of stock option exercises
    
    
    (87
    )
    
    
    462Net cash used in financing activities
    
    
    (6,035
    )
    
    
    (32,983
    )Effect of foreign exchange rate changes on cash
    
    
    (6,353
    )
    
    
    7,890Net increase (decrease) in cash and cash equivalents
    
    
    (4,118
    )
    
    
    35,320Cash and cash equivalents at beginning of period
    
    
    127,138
    
    
    
    104,144Cash and cash equivalents at end of period
    
    $
    123,020
    
    
    $
    139,464
  4




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 1: Summary of Significant Accounting Policies
    NOTE 2: New Pronouncements
 FASB Staff Position: Statement of Financial Accounting Standards No. 157-4, Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly
  FASB Staff Position: Statement of Financial Accounting Standards No. 115-2 and No. 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments
  NOTE 3: Fair Value Measurements
  5




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 3: Fair Value Measurements (continued)
  NOTE 4: Cash, Cash Equivalents, and Investments
  April 5,
    
    
    December 31,2009
    
    
    2008Cash
    
    $
    119,971
    
    
    $
    124,339Cash equivalents
    
    
    3,049
    
    
    
    2,799Cash and cash equivalents
    
    $
    123,020
    
    
    $
    127,138Municipal bonds
    
    
    52,494
    
    
    
    52,559Short-term investments
    
    $
    52,494
    
    
    $
    52,559Municipal bonds
    
    
    23,866
    
    
    
    33,921Limited partnership interest (accounted for using cost method)
    
    
    7,468
    
    
    
    7,468Long-term investments
    
    $
    31,334
    
    
    $
    41,389$
    206,848
    
    
    $
    221,086
  Significant Other
    
    
    SignificantObservable
    
    
    UnobservableInputs (Level 2)
    
    
    Inputs (Level 3)
    
    
    TotalMunicipal bond investments
    
    $
    74,760
    
    
    $
    1,600
    
    
    $
    76,360
  6




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 4: Cash, Cash Equivalents, and Investments (continued)
   Balance as of December 31, 2008
    
    $
    2,000Unrealized loss during the period
    
    
    (400
    )Balance as of April 5, 2009
    
    $
    1,600
   NOTE 5: Inventories
  April 5,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    11,455
    
    
    $
    14,722Work-in-process
    
    
    2,085
    
    
    
    976Finished goods
    
    
    10,855
    
    
    
    9,365$
    24,395
    
    
    $
    25,063
 NOTE 6: Intangible Assets and Goodwill
  7




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 6: Intangible Assets and Goodwill (continued)
   SignificantUnobservableInputs (Level 3)
    
    
    Total
    
    
    Total LossSiemens Customer Relationships
    
    $
    300
    
    
    $
    300
    
    
    $
    (1,000
    )
   NOTE 7: Warranty Obligations
  8




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 7: Warranty Obligations (continued)
  Balance as of December 31, 2008
    
    $
    1,657Provisions for warranties issued during the period
    
    
    418Fulfillment of warranty obligations
    
    
    (419
    )Foreign exchange rate changes
    
    
    (49
    )Balance as of April 5, 2009
    
    $
    1,607
 NOTE 8: Contingencies
    NOTE 9: Indemnification Provisions
   9




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 9: Indemnification Provisions (continued)
   NOTE 10: Derivative Instruments
    
    
    transactional currency/functional currency exchange rate exposures from transactions
that are denominated in currencies other than the functional currency of the subsidiary
(for example, a Japanese Yen receivable on the Companys Irish subsidiarys books for which
the functional currency is the Euro), and
    
    functional currency/reporting currency exchange rate exposures from transactions that
are denominated in currencies other than the U.S. Dollar, which is the reporting currency
of the Company.
  10




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 10: Derivative Instruments (continued)
   Currency
    
    AmountJapanese Yen/Euro
    
    1,016,000,000 Japanese YenU.S. Dollar/Euro
    
    2,152,500 U.S. Dollars
  Asset Derivatives
    
    Liability DerivativesBalance
    
    Fair Value
    
    Balance
    
    Fair ValueSheet
    
    April 5,
    
    December 31,
    
    Sheet
    
    April 5,
    
    December 31,Location
    
    2009
    
    2008
    
    Location
    
    2009
    
    2008Currency forward 
contracts
    
    
    Prepaid expenses and other current assets
    
    $
    356
    
    
    $
    207
    
    
    Accrued expenses
    
    $
    8
    
    
    $
    255
  Location of
    
    Amount of Gain (Loss)Gain (Loss)
    
    Recognized in IncomeRecognized in
    
    on DerivativeIncome on
    
    April 5,
    
    March 30,Derivative
    
    2009
    
    2008Currency forward contracts
    
    
    Foreign currencygain (loss)
    
    $ (176)
    
    $
    267
  Quoted Prices inActive Markets forIdentical Assets(Level 1)
    
    
    TotalCurrency forward contracts
    
    
    $
    348
    
    
    $
    348
  11




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 11: Stock-Based Compensation Expense
    Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateShares
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic Value(in thousands)
    
    
    Price
    
    
    Term (in years)
    
    
    (in thousands)Outstanding as of December 31, 2008
    
    
    11,406
    
    
    $
    25.10Forfeited or Expired
    
    
    (320
    )
    
    
    24.70Outstanding as of April 5, 2009
    
    
    11,086
    
    
    $
    25.11
    
    
    
    5.9
    
    
    $
    588Exercisable
as of April 5, 2009
    
    
    7,975
    
    
    $
    26.45
    
    
    
    4.9
    
    
    $
    588
   Risk-free rate
    
    
    3.9
    %Expected dividend yield
    
    
    1.8
    %Expected volatility
    
    
    42
    %Expected term (in years)
    
    
    5.9
 Risk-free rate
  Expected dividend yield
  12




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 11: Stock-Based Compensation Expense (continued)
 Expected volatility
  Expected term
       Quarter EndedApril 5,
    
    
    March 30,2009
    
    
    2008Product cost of revenue
    
    $
    189
    
    
    $
    170Service cost of revenue
    
    
    82
    
    
    
    188Research, development, and engineering
    
    
    576
    
    
    
    865Selling, general, and administrative
    
    
    1,008
    
    
    
    650$
    1,855
    
    
    $
    1,873
 13




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 11: Stock-Based Compensation Expense (continued)
  NOTE 12: Stock Repurchase Program
  NOTE 13: Taxes
  Quarter EndedApril 5,
    
    March 30,2009
    
    2008Income tax at federal statutory rate
    
    
    (35
    %)
    
    
    35
    %State income taxes, net of federal benefit
    
    
    (1
    )
    
    
    3Tax-exempt investment income
    
    
    (5
    )
    
    
    (4
    )Foreign tax rate differential
    
    
    21
    
    
    
    (11
    )Discrete tax events
    
    
    
    
    
    
    1Other
    
    
    2
    
    
    
    1Income tax provision (benefit)
    
    
    (18
    %)
    
    
    25
    %
    14




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 13: Taxes (continued)
   NOTE 14: Restructuring Charge
   Cumulative AmountTotal Amount
    
    
    Incurred in the
    
    
    Incurred throughExpected to be
    
    
    Quarter Ended
    
    
    Quarter EndedIncurred
    
    
    April 5, 2009
    
    
    April 5, 2009One-time termination benefits
    
    $
    577
    
    
    $
    210
    
    
    $
    464Contract termination costs
    
    
    307
    
    
    
    
    
    
    
    Other associated costs
    
    
    366
    
    
    
    87
    
    
    
    91$
    1,250
    
    
    $
    297
    
    
    $
    555
  15




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 14: Restructuring Charge (continued)
   Balance as of December 31, 2008
    
    $
    207Restructuring charges
    
    
    354Cash payments
    
    
    (152
    )Restructuring adjustments
    
    
    (57
    )Balance as of April 5, 2009
    
    $
    352
  NOTE 15: Weighted-Average Shares
  Quarter EndedApril 5,
    
    March 30,2008
    
    2008Basic weighted-average common shares outstanding
    
    
    39,655
    
    
    
    42,978Effect of dilutive stock options
    
    
    
    
    
    
    138Weighted-average common and common-equivalent
shares outstanding
    
    
    39,655
    
    
    
    43,116
  NOTE 16: Segment Information
  16




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 16: Segment Information (continued)
   ReconcilingMVSD
    
    SISD
    
    Items
    
    ConsolidatedQuarter Ended April 5, 2009Product revenue
    
    $
    33,757
    
    
    $
    4,371
    
    
    
    
    
    
    $
    38,128Service revenue
    
    
    1,520
    
    
    
    2,639
    
    
    
    
    
    
    
    4,159Operating loss
    
    
    (1,346
    )
    
    
    (474
    )
    
    $
    (4,630
    )
    
    
    (6,450
    )Quarter Ended
March 30, 2008Product revenue
    
    $
    51,190
    
    
    $
    3,753
    
    
    
    
    
    
    $
    54,943Service revenue
    
    
    3,054
    
    
    
    2,516
    
    
    
    
    
    
    
    5,570Operating income (loss)
    
    
    13,399
    
    
    
    (34
    )
    
    $
    (5,362
    )
    
    
    8,003
  NOTE 17: Loss from Operations of a Discontinued Business
    17




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COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 17: Loss from Operations of a Discontinued Business (continued)
  NOTE 18: Dividends
   NOTE 19: Subsequent Event
    18




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
  Executive Overview
   
    
    Discrete factory automation customers purchase Cognex vision products and incorporate
them into their manufacturing processes. Virtually every manufacturer can achieve better
quality and manufacturing efficiency by using machine vision, and therefore, this segment
includes a broad base of customers across a variety of industries, including automotive,
consumer electronics, food and beverage, health and beauty, medical devices, packaging, and
pharmaceutical. Sales to discrete factory automation customers represented approximately
77% of total revenue in the first quarter of 2009.
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
    
    Semiconductor and electronics capital equipment manufacturers purchase Cognex vision
products and integrate them into the automation equipment that they manufacture and then
sell to their customers to either make semiconductor chips or assemble printed circuit
boards. Demand from these capital equipment manufacturers has historically been highly
cyclical, with periods of investment followed by downturn. This market has been in a
prolonged downturn since early 2006. Sales to semiconductor and electronics capital
equipment manufacturers represented approximately 6% of total revenue in the first quarter
of 2009.
    
    Surface inspection customers are manufacturers of materials processed in a continuous
fashion, such as metals, paper, non-wovens, plastics, and glass. These customers need
sophisticated machine vision to detect and classify defects on the surfaces of those
materials as they are being processed at high speeds. Surface inspection sales represented
approximately 17% of total revenue in the first quarter of 2009.
   Results of Operations
 Revenue
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Gross Margin
     21




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Operating Expenses
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Restructuring Charge
   Cumulative AmountTotal Amount
    
    
    Incurred in the
    
    
    Incurred throughExpected to be
    
    
    Quarter Ended
    
    
    Quarter EndedIncurred
    
    
    April 5, 2009
    
    
    April 5, 2009One-time termination benefits
    
    $
    577
    
    
    $
    210
    
    
    $
    464Contract termination costs
    
    
    307
    
    
    
    
    
    
    
    Other associated costs
    
    
    366
    
    
    
    87
    
    
    
    91$
    1,250
    
    
    $
    297
    
    
    $
    555
  23




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Balance as of December 31, 2008
    
    $
    207Restructuring charges
    
    
    354Cash payments
    
    
    (152
    )Restructuring adjustments
    
    
    (57
    )Balance as of April 5, 2009
    
    $
    352
    Nonoperating Income
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Income Tax Expense on Continuing Operations
  Liquidity and Capital Resources
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New Pronouncements
 FASB Staff Position: Statement of Financial Accounting Standards No. 157-4, Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly
  FASB Staff Position: Statement of Financial Accounting Standards No. 115-2 and No. 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments
  
 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4: CONTROLS AND PROCEDURES
  26




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PART II: OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
 There have been no material changes to the Companys exposures to legal proceedings
since December 31, 2008 as discussed in Part I  Item III of the Companys Annual
Report on Form 10-K for the year then ended.
 
 ITEM 1A.
    
    RISK FACTORS
 The Companys restructuring programs may result in disruption to our business and
may negatively impact our operating results.In November 2008 and again in April 2009, the Company announced various
restructuring actions which we anticipate will result in long-term cost savings.
These actions, which include work force reductions, office closures, mandatory
shutdown days, and decreases in discretionary spending, are intended to more closely
align our cost structure with the current lower levels of business resulting from
worldwide economic conditions. We believe, however, that unless the business
climate improves significantly, these actions are unlikely to be sufficient for the
Company to generate a profit in 2009. Although we expect to continue to make
investments in strategic areas throughout this downturn, these restructuring actions
may nevertheless negatively impact programs we believe are crucial to the long-term
success of the Company, such as the ability to accelerate time to market for new
products. In addition, our ability to provide a high level of service to our
customers may be negatively impacted by these actions, particularly in regions where
we have significantly downsized our operations.For a complete list of factors that could affect the Companys business, results of
operations, and financial condition, see the risk factors discussion provided in
Part I  Item 1A of the Companys Annual Report on Form 10-K for the year ended
December 31, 2008.
 
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 The following tables set forth information with respect to purchases by the Company
of shares of its Common Stock during the periods indicated.
 Total Number
    
    
    Approximateof Shares
    
    
    Dollar Value ofPurchased as Part
    
    
    Shares that MayTotal
    
    
    
    
    
    
    of Publicly
    
    
    Yet BeNumber of
    
    
    Average
    
    
    Announced
    
    
    Purchased UnderShares
    
    
    Price Paid
    
    
    Plans or
    
    
    the Plans orPurchased
    
    
    per Share
    
    
    Programs (1)
    
    
    ProgramsJanuary 1 - February 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,000,000February 2 - March 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000,000March 2 - April 5, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000,000Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,000,000
 
 (1)
    
    In April 2008, the Companys Board of Directors authorized the repurchase of up
to an additional $50,000,000 of the Companys common stock. 27




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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
    
    
    
    Memorandum to Eric
Ceyrolle regarding separation, dated April 24, 2009*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 28




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SIGNATURES
  DATE:  May 6, 2009
    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. MorinExecutive Vice President of Finance,
Chief Financial Officer, and Treasurer
(duly authorized officer, principal financial and accounting officer) 29