content: <PAGE>
  
     As filed with the Securities and Exchange Commission on October 24, 2002.
  
                                                             Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                 COGNEX CORPORATION
                 (Exact name of issuer as specified in its charter)
  
        Massachusetts                                      04-2713778
  (State of Incorporation)                    (IRS Employer Identification Number)
  
                         One Vision Drive, Natick, MA 01760
                      (Address of Principal Executive Offices)
  
                                   (508) 650-3000
                (Registrant's telephone number, including area code)
  
                                 COGNEX CORPORATION
                           2001 GENERAL STOCK OPTION PLAN
                              (Full title of the Plan)
  
                          Anthony J. Medaglia, Jr., Esquire
                                 Goodwin Procter LLP
                                   Exchange Place
                             Boston, Massachusetts 02109
                                   (617) 570-1000
              (Name, address and telephone number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                        Proposed               Proposed
                                                         Maximum                Maximum
         Title of                 Amount                Offering               Aggregate              Amount of
        Securities                 to be                 Price                Offering              Registration
     to be Registered          Registered(1)           Per Share                Price                  Fee(2)
     ----------------          -------------           -----------            ----------            -------------
  <S>                            <C>                     <C>                 <C>                     <C>
  Common Stock,                  7,500,000               $17.285             $129,637,500            $11,926.65
  par value
  $.002 per share
  </TABLE>
  
  --------------------------------------------------------------------------------
  
       (1) Also registered hereunder are such additional number of shares of
  common stock, presently indeterminable, as may be necessary to satisfy the
  antidilution provisions of the Plan to which this Registration Statement
  relates.
  
       (2) The registration fee has been calculated on the basis of the average of
  the high and low sale prices on the National Association of Securities Dealers
  Automated Quotation System ("NASDAQ") on October 17, 2002.
  
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The Company hereby incorporates by reference the documents listed in (a)
  through (c) below. In addition, all documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934 (prior to filing of a Post-Effective Amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold) shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
       (a) The Company's latest annual report filed pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
  directly or by incorporation by reference, audited financial statements for the
  Company's latest fiscal year for which such statements have been filed.
  
       (b) All of the reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered by the
  annual report or the Prospectus referred to in (a) above.
  
       (c) The description of the Company's Common Stock which is contained in the
  Registration Statement filed by the Company under the Securities Exchange Act of
  1934, including any amendment or report filed for the purpose of updating such
  description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
        Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the authorization and issuance of the Common Stock offered
  hereby will be passed upon for the Company by Goodwin Procter LLP, Boston,
  Massachusetts. Anthony J. Medaglia, Jr., who is an equity partner of Goodwin
  Procter LLP, is Clerk of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts provides as follows:
  
       "Section 67. Indemnification of directors, officers, employees and other
  agents of a corporation, and persons who serve at its request as directors,
  officers, employees or other agents of another organization, or who serve at its
  request in any capacity with respect to any employee benefit plan, may be
  provided by it to whatever extent shall be specified in or authorized by (i) the
  articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
  vote adopted by the holders of a majority of the shares of stock entitled to
  vote on the election of directors. Except as the articles of organization or
  by-laws otherwise require, indemnification of any persons referred to in the
  preceding sentence who are not directors of the corporation may be provided by
  it to the extent authorized by the directors. Such indemnification may include
  payment by the corporation of expenses incurred in defending a civil or criminal
  action or proceeding in advance of the final disposition of such action or
  proceeding, upon receipt of an undertaking by the person indemnified to repay
  such payment if he shall be adjudicated to be not entitled to indemnification
  under this section which undertaking may be accepted without reference to the
  financial ability of such person to make repayment. Any such indemnification may
  be provided although the person to be indemnified is no longer an officer,
  director, employee or agent of the corporation or of such other organization or
  no longer serves with respect to any such employee benefit plan.
  
       No indemnification shall be provided for any person with respect to any
  matter as to which he shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his action was in the best
  interest of the corporation or to the extent that such matter relates to service
  with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
  
                                        II-1
  
  <PAGE>
  
  
        The absence of any express provision for indemnification shall not limit
  any right of indemnification existing independently of this section.
  
        A corporation shall have power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, employee or other agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or other agent of another organization or with
  respect to any employee benefit plan, against any liability incurred by him in
  any such capacity, or arising out of his status as such, whether or not the
  corporation would have the power to indemnify him against such liability."
  
        Article VII of the By-laws of the Company provides as follows:
  
                                     ARTICLE VII
  
                       INDEMNIFICATION OF DIRECTORS AND OTHERS
  
        SECTION 7.1   DEFINITIONS
  
        For purposes of this Article VII:
  
        (a) "Director/officer" means any person who is serving or has served as a
  Director, officer, employee or other agent of the Corporation appointed or
  elected by the Board of Directors or the stockholders of the Corporation, or who
  is serving or has served at the request of the Corporation as a Director,
  officer, trustee, principal, partner, employee or other agent of any other
  organization.
  
        (b) "Proceeding" means any action, suit or proceeding, civil or criminal,
  brought or threatened in or before any court, tribunal, administrative or
  legislative body or agency.
  
        (c) "Expense" means any fine or penalty, and any liability fixed by a
  judgment, order, decree or award in a Proceeding, any amount reasonably paid in
  settlement of a Proceeding and any professional fees and other disbursements
  reasonably incurred in connection with a Proceeding.
  
        SECTION 7.2   RIGHT TO INDEMNIFICATION
  
        Except as limited by law or as provided in Sections 7.3 and 7.4 of this
  Article VII, each Director/officer (and his heirs and personal representatives)
  shall be indemnified by the Corporation against any Expense incurred by him in
  connection with each Proceeding in which he is involved as a result of his
  serving or having served as a Director/officer.
  
        SECTION 7.3   INDEMNIFICATION NOT AVAILABLE
  
        No indemnification shall be provided to a Director/officer with respect to
  a Proceeding as to which it shall have been adjudicated that he did not act in
  good faith in the reasonable belief that his action was in the best interests of
  the Corporation.
  
        SECTION 7.4   COMPROMISE OR SETTLEMENT
  
        In the event that a Proceeding is compromised or settled so as to impose
  any liability or obligation on a Director/officer or upon the Corporation, no
  indemnification shall be provided as to said Director/officer with respect to
  such Proceeding if such Director/officer shall have been adjudicated not to have
  acted in good faith in the reasonable belief that his action was in the best
  interests of the Corporation.
  
        SECTION 7.5   ADVANCES
  
        The Corporation shall pay sums on account of indemnification in advance of
  a final disposition of a Proceeding, upon receipt of an undertaking by the
  Director/officer to repay such sums if it is subsequently established that he is
  not entitled to indemnification pursuant to Sections 7.3 and 7.4 hereof, which
  undertaking may be accepted without reference to the financial ability of such
  person to make repayment.
  
  
                                        II-2
  
  
  <PAGE>
  
        SECTION 7.6   NOT EXCLUSIVE
  
        Nothing in this Article VII shall limit any lawful rights to
  indemnification existing independently of this Article VII.
  
        SECTION 7.7   INSURANCE
  
        The provisions of this Article VII shall not limit the power of the Board
  of Directors to authorize the purchase and maintenance of insurance on behalf of
  any Director/officer against any Expense, whether or not the Corporation would
  have the power to indemnify him against such Expense under this Article VII.
  
        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
        Not Applicable.
  
        ITEM 8.  EXHIBITS
  
        Number      Description
        ------      -----------
  
           4.1      Cognex Corporation 2001 General Stock Option Plan.
           5.1      Opinion of Goodwin Procter LLP, as to legality of shares being
                    registered and consent of Goodwin Procter LLP.
           23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1).
           23.2     Consent of PricewaterhouseCoopers LLP.
           24.1     Powers of Attorney (included on Page II-5).
  
      ITEM 9.  UNDERTAKINGS
  
      The undersigned Registrant hereby undertake the following:
  
      (a)  The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 (i)  To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and
  
                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.
  
  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
               (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
  
  
                                        II-3
  
  
  <PAGE>
  
  
      (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) The undersigned registrant hereby undertakes, that, insofar as
  indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
                                        II-4
  
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Natick, Massachusetts on October 16, 2002.
  
                                            COGNEX CORPORATION
  
  
  
                                            By   /s/Robert J. Shillman
                                                 ---------------------------------
                                                 Robert J. Shillman, President and
                                                 Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below constitutes and appoints Robert J. Shillman his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him or in his name, place and stead, in any and all capacities to sign any
  and all amendments or post-effective amendments to this Registration Statement,
  and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agents, full power and authority to do and perform
  each and every act and thing requisite or necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
       Signature               Title                                                       Date
  
  <S>                          <C>                                                     <C>
  /s/Robert J. Shillman        President, Chief Executive Officer and                  October 16, 2002
  Robert J. Shillman           Chairman of the Board of Directors
                               (principal executive officer)
  
  /s/Richard Morin             Senior Vice President of Finance, Chief                 October 16, 2002
  Richard Morin                Financial Officer and Treasurer (principal
                               financial and accounting officer)
  
  /s/Patrick Alias             Director                                                October 16, 2002
  Patrick Alias
  
  
  /s/Jerald G. Fishman         Director                                                October 16, 2002
  Jerald G. Fishman
  
  
  /s/Willia A. Krisky          Director                                                October 16, 2002
  William A. Krirsky
  
  
  /s/Rubin Wasserman           Director                                                October 16, 2002
  Rubin Wasserman
  
  
  /s/Anthony Sun               Director                                                October 16, 2002
  Anthony Sun
  </TABLE>
  
                                        II-5
  
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number
  
  4.1       Cognex Corporation 2001 General Stock Option Plan.
  
  5.1       Opinion of Goodwin Procter LLP as to legality of shares being
            registered and consent of Goodwin Procter LLP.
  
  23.1      Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
  23.2      Consent of PricewaterhouseCoopers LLP.
  
  24.1      Powers of Attorney (See page II-5).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b44576ccsv8.txt", "description": "COGNEX CORPORATION", "secsgml_size_bytes": 19397}]
metadata_filer: {"company-data": {"conformed-name": "COGNEX CORP", "cik": "0000851205", "assigned-sic": "3823", "irs-number": "042713778", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100709", "film-number": "02797372"}, "business-address": {"street1": "ONE VISION DR", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086503000"}, "mail-address": {"street1": "ONE VISION DRIVE", "city": "NATICK", "state": "MA", "zip": "01760"}}
text: As filed with the Securities and Exchange Commission on October 24, 2002.
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                 COGNEX CORPORATION
                 (Exact name of issuer as specified in its charter)
  
        Massachusetts                                      04-2713778
  (State of Incorporation)                    (IRS Employer Identification Number)
  
                         One Vision Drive, Natick, MA 01760
                      (Address of Principal Executive Offices)
  
                                   (508) 650-3000
                (Registrant's telephone number, including area code)
  
                                 COGNEX CORPORATION
                           2001 GENERAL STOCK OPTION PLAN
                              (Full title of the Plan)
  
                          Anthony J. Medaglia, Jr., Esquire
                                 Goodwin Procter LLP
                                   Exchange Place
                             Boston, Massachusetts 02109
                                   (617) 570-1000
              (Name, address and telephone number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  Proposed               Proposed
                                                         Maximum                Maximum
         Title of                 Amount                Offering               Aggregate              Amount of
        Securities                 to be                 Price                Offering              Registration
     to be Registered          Registered(1)           Per Share                Price                  Fee(2)
     ----------------          -------------           -----------            ----------            -------------
  Common Stock,                  7,500,000               $17.285             $129,637,500            $11,926.65
  par value
  $.002 per share
  --------------------------------------------------------------------------------
  
       (1) Also registered hereunder are such additional number of shares of
  common stock, presently indeterminable, as may be necessary to satisfy the
  antidilution provisions of the Plan to which this Registration Statement
  relates.
  
       (2) The registration fee has been calculated on the basis of the average of
  the high and low sale prices on the National Association of Securities Dealers
  Automated Quotation System ("NASDAQ") on October 17, 2002.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The Company hereby incorporates by reference the documents listed in (a)
  through (c) below. In addition, all documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934 (prior to filing of a Post-Effective Amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold) shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part thereof from the date of filing of such
  documents.
  
       (a) The Company's latest annual report filed pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
  directly or by incorporation by reference, audited financial statements for the
  Company's latest fiscal year for which such statements have been filed.
  
       (b) All of the reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered by the
  annual report or the Prospectus referred to in (a) above.
  
       (c) The description of the Company's Common Stock which is contained in the
  Registration Statement filed by the Company under the Securities Exchange Act of
  1934, including any amendment or report filed for the purpose of updating such
  description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
        Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the authorization and issuance of the Common Stock offered
  hereby will be passed upon for the Company by Goodwin Procter LLP, Boston,
  Massachusetts. Anthony J. Medaglia, Jr., who is an equity partner of Goodwin
  Procter LLP, is Clerk of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts provides as follows:
  
       "Section 67. Indemnification of directors, officers, employees and other
  agents of a corporation, and persons who serve at its request as directors,
  officers, employees or other agents of another organization, or who serve at its
  request in any capacity with respect to any employee benefit plan, may be
  provided by it to whatever extent shall be specified in or authorized by (i) the
  articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
  vote adopted by the holders of a majority of the shares of stock entitled to
  vote on the election of directors. Except as the articles of organization or
  by-laws otherwise require, indemnification of any persons referred to in the
  preceding sentence who are not directors of the corporation may be provided by
  it to the extent authorized by the directors. Such indemnification may include
  payment by the corporation of expenses incurred in defending a civil or criminal
  action or proceeding in advance of the final disposition of such action or
  proceeding, upon receipt of an undertaking by the person indemnified to repay
  such payment if he shall be adjudicated to be not entitled to indemnification
  under this section which undertaking may be accepted without reference to the
  financial ability of such person to make repayment. Any such indemnification may
  be provided although the person to be indemnified is no longer an officer,
  director, employee or agent of the corporation or of such other organization or
  no longer serves with respect to any such employee benefit plan.
  
       No indemnification shall be provided for any person with respect to any
  matter as to which he shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that his action was in the best
  interest of the corporation or to the extent that such matter relates to service
  with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
                                        II-1
  The absence of any express provision for indemnification shall not limit
  any right of indemnification existing independently of this section.
  
        A corporation shall have power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, employee or other agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or other agent of another organization or with
  respect to any employee benefit plan, against any liability incurred by him in
  any such capacity, or arising out of his status as such, whether or not the
  corporation would have the power to indemnify him against such liability."
  
        Article VII of the By-laws of the Company provides as follows:
  
                                     ARTICLE VII
  
                       INDEMNIFICATION OF DIRECTORS AND OTHERS
  
        SECTION 7.1   DEFINITIONS
  
        For purposes of this Article VII:
  
        (a) "Director/officer" means any person who is serving or has served as a
  Director, officer, employee or other agent of the Corporation appointed or
  elected by the Board of Directors or the stockholders of the Corporation, or who
  is serving or has served at the request of the Corporation as a Director,
  officer, trustee, principal, partner, employee or other agent of any other
  organization.
  
        (b) "Proceeding" means any action, suit or proceeding, civil or criminal,
  brought or threatened in or before any court, tribunal, administrative or
  legislative body or agency.
  
        (c) "Expense" means any fine or penalty, and any liability fixed by a
  judgment, order, decree or award in a Proceeding, any amount reasonably paid in
  settlement of a Proceeding and any professional fees and other disbursements
  reasonably incurred in connection with a Proceeding.
  
        SECTION 7.2   RIGHT TO INDEMNIFICATION
  
        Except as limited by law or as provided in Sections 7.3 and 7.4 of this
  Article VII, each Director/officer (and his heirs and personal representatives)
  shall be indemnified by the Corporation against any Expense incurred by him in
  connection with each Proceeding in which he is involved as a result of his
  serving or having served as a Director/officer.
  
        SECTION 7.3   INDEMNIFICATION NOT AVAILABLE
  
        No indemnification shall be provided to a Director/officer with respect to
  a Proceeding as to which it shall have been adjudicated that he did not act in
  good faith in the reasonable belief that his action was in the best interests of
  the Corporation.
  
        SECTION 7.4   COMPROMISE OR SETTLEMENT
  
        In the event that a Proceeding is compromised or settled so as to impose
  any liability or obligation on a Director/officer or upon the Corporation, no
  indemnification shall be provided as to said Director/officer with respect to
  such Proceeding if such Director/officer shall have been adjudicated not to have
  acted in good faith in the reasonable belief that his action was in the best
  interests of the Corporation.
  
        SECTION 7.5   ADVANCES
  
        The Corporation shall pay sums on account of indemnification in advance of
  a final disposition of a Proceeding, upon receipt of an undertaking by the
  Director/officer to repay such sums if it is subsequently established that he is
  not entitled to indemnification pursuant to Sections 7.3 and 7.4 hereof, which
  undertaking may be accepted without reference to the financial ability of such
  person to make repayment.
  
                                        II-2
  SECTION 7.6   NOT EXCLUSIVE
  
        Nothing in this Article VII shall limit any lawful rights to
  indemnification existing independently of this Article VII.
  
        SECTION 7.7   INSURANCE
  
        The provisions of this Article VII shall not limit the power of the Board
  of Directors to authorize the purchase and maintenance of insurance on behalf of
  any Director/officer against any Expense, whether or not the Corporation would
  have the power to indemnify him against such Expense under this Article VII.
  
        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
        Not Applicable.
  
        ITEM 8.  EXHIBITS
  
        Number      Description
        ------      -----------
  
           4.1      Cognex Corporation 2001 General Stock Option Plan.
           5.1      Opinion of Goodwin Procter LLP, as to legality of shares being
                    registered and consent of Goodwin Procter LLP.
           23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1).
           23.2     Consent of PricewaterhouseCoopers LLP.
           24.1     Powers of Attorney (included on Page II-5).
  
      ITEM 9.  UNDERTAKINGS
  
      The undersigned Registrant hereby undertake the following:
  
      (a)  The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 (i)  To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and
  
                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.
  
  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
               (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
                                        II-3
  (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) The undersigned registrant hereby undertakes, that, insofar as
  indemnification for liabilities arising under the Securities Act of 1933 may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                        II-4
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Natick, Massachusetts on October 16, 2002.
  
                                            COGNEX CORPORATION
  
                                            By   /s/Robert J. Shillman
                                                 ---------------------------------
                                                 Robert J. Shillman, President and
                                                 Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below constitutes and appoints Robert J. Shillman his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him or in his name, place and stead, in any and all capacities to sign any
  and all amendments or post-effective amendments to this Registration Statement,
  and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agents, full power and authority to do and perform
  each and every act and thing requisite or necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature               Title                                                       Date
  /s/Robert J. Shillman        President, Chief Executive Officer and                  October 16, 2002
  Robert J. Shillman           Chairman of the Board of Directors
                               (principal executive officer)
  
  /s/Richard Morin             Senior Vice President of Finance, Chief                 October 16, 2002
  Richard Morin                Financial Officer and Treasurer (principal
                               financial and accounting officer)
  
  /s/Patrick Alias             Director                                                October 16, 2002
  Patrick Alias
  
  /s/Jerald G. Fishman         Director                                                October 16, 2002
  Jerald G. Fishman
  
  /s/Willia A. Krisky          Director                                                October 16, 2002
  William A. Krirsky
  
  /s/Rubin Wasserman           Director                                                October 16, 2002
  Rubin Wasserman
  
  /s/Anthony Sun               Director                                                October 16, 2002
  Anthony Sun
  II-5
  INDEX TO EXHIBITS
  
  Exhibit
  Number
  
  4.1       Cognex Corporation 2001 General Stock Option Plan.
  
  5.1       Opinion of Goodwin Procter LLP as to legality of shares being
            registered and consent of Goodwin Procter LLP.
  
  23.1      Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
  23.2      Consent of PricewaterhouseCoopers LLP.
  
  24.1      Powers of Attorney (See page II-5).