UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 21, 2007
Cognex Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
000-17869 04-2713778
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(Commission File Number) (IRS Employer Identification No.)
One Vision Drive, Natick, Massachusetts 01760-2059
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(Address of Principal Executive Offices) (Zip Code)
(508) 650-3000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 21, 2007, the Board of Directors of Cognex Corporation (the
"Company") approved amendments to Sections 8.3 and 8.5 of the Company's By-Laws
to allow for the issuance and transfer of uncertificated shares of the Company,
which amendments were effective immediately. The purpose of these amendments was
to ensure that the Company would be eligible to participate in a Direct
Registration Program, as required by NASDAQ Rule 4350. The full text of the
amendments is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.1* Amendment to By-Laws of Cognex Corporation dated November 21, 2007
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
COGNEX CORPORATION
Date: November 26, 2007 By: /s/ Richard A. Morin
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Name: Richard A. Morin
Title: Senior Vice President of Finance,
Chief Financial Officer, and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
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3.1* Amendment to By-Laws of Cognex Corporation dated November 21, 2007
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* Filed herewith.