SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 5, 2003
COGNEX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-17869 04-2713778
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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)
Item 4. Changes in Registrant's Certifying Accountant
On June 5, 2003, PricewaterhouseCoopers LLP ("PWC") was dismissed and
Ernst & Young LLP ("Ernst & Young") was engaged as the principal independent
accountant for Cognex Corporation (the "Company"). The decision to change
accountants was unanimously approved by the Company's Audit Committee.
The reports of PWC on the financial statements of the Company for the
years ended December 31, 2002 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's fiscal years ended December 31, 2002 and 2001, and
the subsequent interim period through June 5, 2003, there were no disagreements
with PWC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of PWC, would have caused PWC to make reference
to the subject matter of the disagreements in connection with its reports. None
of the reportable events described in Item 304(a)(1)(v) of Regulation S-K
occurred during the fiscal years ended December 31, 2002 and 2001, or the
subsequent interim period through June 5, 2003.
The Company has provided PWC with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a letter from PWC addressed to the Securities and
Exchange Commission, dated June 10, 2003, stating that PWC is in agreement with
the above statements.
The Company engaged Ernst & Young as its new independent accountants as
of June 5, 2003. During the two most recent fiscal years and through June 5,
2003, the Company has not consulted with Ernst & Young regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice provided that Ernst & Young concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable
event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant, dated June 10, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned hereunto duly authorized.
COGNEX CORPORATION
Dated: June 10, 2003 By: /s/ Richard A. Morin
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Richard A. Morin
Sr. Vice President of Finance, Chief
Financial Officer, and Treasurer
(principal financial and accounting
officer)
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant, dated June 10, 2003.