================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended MARCH 31, 2002 Commission File Number 0-8623 ROBOTIC VISION SYSTEMS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 11-2400145 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 5 SHAWMUT ROAD, CANTON, MASSACHUSETTS 02021 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 302-2439 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | | Number of shares of Common Stock outstanding as of May 9, 2002 60,602,775 ================================================================================ ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. EXHIBIT NO. DESCRIPTION --- ----------- 3.1 Further amendments to registrant's Restated Certificate of Incorporation. 10.11* Third Amendment to the Revolving Credit and Security Agreement, dated April 3, 2002 between PNC Bank, National Association (as lender and agent) and Registrant (as borrower). 10.12* Securities Purchase Agreement, dated as of April 23, 2002, by and among Registrant and the purchasers listed therein. 10.13* Registration Rights Agreement, dated as of May 1, 2002 by and among Registrant and the purchasers listed therein. 10.14* Form of Registrant's Common Stock Purchase Warrant expiring June 30, 2002 to purchase in the aggregate up to 2,055,436 shares of common stock. 10.15* Form of Registrant's Common Stock Purchase Warrant expiring May 1, 2005 to purchase in the aggregate up to 2,569,305 shares of common stock. 10.16* Registrant's Common Stock Purchase Warrant expiring May 1, 2005 to purchase in the aggregate up to 565,249 shares of common stock. (b) Report on Form 8-K. -During the quarter ended March 31, 2002, we filed a current report on Form 8-K, dated March 28, 2002, with the Securities and Exchange Commission. The item reported on such Form 8-K was Item 5 - Other Events, which referenced that we learned that the staff of the Securities and Exchange Commission had commenced a formal investigation into our recent accounting practices that led to our May 2001 restatement of our financial results for the fiscal year ended September 30, 2000 and for the three month period ended December 31, 2000. * Previously filed with this quarterly report on Form 10-Q. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROBOTIC VISION SYSTEMS, INC. ---------------------------- Registrant Dated: May 13, 2002 /s/ JOHN J. CONNOLLY -------------------------------- JOHN J. CONNOLLY Chief Financial Officer (Principal Financial and Accounting Officer) 19