Exhibit 3A
The Commonwealth of Massachusetts
- ---------- FEDERAL IDENTIFICATION
Examiner MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS: 02108 No. 04-2713778
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RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the restated articles of organization. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make
check payable to the Commonwealth of Massachusetts.
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We, Robert J. Shillman , President/, and
Anthony J. Medaglia, Jr. , Clerk/ of
COGNEX CORPORATION
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(Name of Corporation)
located at 15 Crawford Street, Needham, Massachusetts 02194
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do hereby certify that the following restatement of the articles of
organization of the corporation was duly adopted at a meeting held on June
27 , 1989, by vote of
3,699,107 shares of Class A Common out of 4,785,114 shares outstanding,
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(Class of Stock)
21,802 shares of Series A Preferred out of 21,802 shares outstanding, and
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(Class of Stock)
10,000 shares of Series B Preferred out of 10,000 shares outstanding,*
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(Class of Stock)
being at least two-thirds of each class of stock outstanding and entitled
to vote and of each class or series of stock adversely affected thereby:
1. The name by which the corporation shall be known is:
COGNEX CORPORATION
2. The purposes for which the corporation is formed are as follows:
C | | See Page A-1 attached hereto.
P | |
M | |
RA | | *and 78,504 shares of Series C Preferred out of 78,504 shares
outstanding, and 466,668 shares of Series D Preferred out of
500,002 shares outstanding,
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P.C.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
3. The total number of shares and the par value, if any, of each class
of stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred - 400,000 $ .01
Common - 10,000,000 $.002
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
See Pages B-1 thru B-5 attached hereto.
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
None.
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary
dissolution, or for limiting, defining, or regulating the powers of
the corporation, or of its directors or stockholders, or of any class
of stockholders:
See Pages C-1 thru C-12 attached hereto.
* If there are no such provisions, state "None".
2. The purpose for which the corporation is formed is as follows: To
manufacture, invent, design, develop and to engage in research and consulting
work in connection with the production of products for data processors for
offices and other markets; to invent, design, discover, or acquire formulae,
processes, improvements, inventions, designs, patents, licenses, copyrights,
trademarks, trade names and trade secrets applicable to the foregoing and to
hold, use, sell, license and otherwise deal in or dispose of the same; to
acquire by purchase, deed, mortgage, lease or by any other method and to hold,
maintain, operate, improve, develop, sell, exchange, lease, mortgage, pledge,
hypothecate, loan money upon and otherwise deal in real and personal property of
every kind, character and description and wheresoever situated, including
without limitation the stock and securities of the corporation or of any other
corporation; to lend money upon, credit or security to, to guarantee or assume
obligations of, and to aid in any other manner other concerns wherever and
however organized, any obligations of which or any interest in which shall be
held by the corporation or in the affairs or prosperity of which the corporation
has a lawful interest and to do all acts and things designed to protect, improve
and enhance the value of such obligations and interests; and to carry on any
business permitted and enjoy all rights and powers granted by the Commonwealth
of Massachusetts to a corporation organized under Chapter 156B of the General
Laws, as amended.
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4. DESCRIPTION OF CAPITAL STOCK
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A. AUTHORIZED SHARES. The aggregate number of shares which this
Corporation shall have authority to issue is: 10,000,000 shares of common stock
having a par value of $.002 per share (the "Common Stock") and 400,000 shares of
preferred stock having a par value of $.01 per share (the "Series Preferred
Stock").
B. SERIES PREFERRED STOCK. Shares of Series Preferred Stock may be issued
from time to time in one or more series as may from time to time be determined
by the Board of Directors, each of said series to be distinctly designated. All
shares of any one series of the Series Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends, if
any, thereon shall be cumulative, if made cumulative. The voting powers, if any,
and the designations, preferences and relative, participating, optional or other
special rights or privileges of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding; and, subject to the provisions of
subparagraph 1 of Paragraph D hereof, there is hereby expressly vested in the
Board of Directors of the Corporation the authority to issue one or more series
of the Series Preferred Stock and to fix in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors of the
Corporation the voting powers, if any, and the designations, preferences and
relative, participating, optional or other special rights or privileges, and the
qualifications, limitations or restrictions of such series, including, but
without limiting the generality of the foregoing, the following:
(1) The distinctive designation of, and the number of shares of the series
Preferred Stock which shall constitute such series. The designation of a
series of preferred stock need not include the words "preferred" or
"preference" and may be designated "special" or other distinctive term.
Unless otherwise provided in the resolution issuing such series, the number
of shares of any series of the Series Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
the Board of Directors in the manner prescribed by law;
(2) The rate and times at which, and the terms and, conditions upon which,
dividends, if any, on the Series Preferred Stock of such series shall be
paid,
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the extent of the preference or relation, if any, of such dividends to the
dividends payable on any other class or classes, or series of the same or
other classes of stock and whether such dividends shall be cumulative or
non-cumulative and, if cumulative, the date from which such dividends shall
be cumulative;
(3) Whether the series shall be convertible into, or exchangeable for, at
the option of the holders of the Series Preferred Stock of such series or
the Corporation or upon the happening of a specified event, shares of any
other class or classes or any other series of the same or any other class
or classes of stock of the Corporation, and the terms and conditions of
such conversion or exchange, including provisions for the adjustment of any
such conversion rate in such events as the Board of Directors shall
determine;
(4) Whether or not the Series Preferred Stock of such series shall be
subject to redemption at the option of the Corporation or the holders of
such series or upon the happening of a specified event, and the redemption
price or prices and the time or times at which, and the terms and
conditions upon which, the Series Preferred Stock of such series may be
redeemed;
(5) The rights, if any, of the holders of the Series Preferred Stock of
such series upon the voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or winding-up,
of the Corporation;
(6) The terms of the sinking fund or redemption or purchase account, if
any, to be provided for the Series Preferred Stock of such series; and
(7) Subject to subparagraph 5 of Paragraph D hereof, whether such series
of the Series Preferred Stock shall have full, limited or no voting powers
including, without limiting the generality-of the foregoing, whether such
series shall have the right, voting as a series by itself or together with
other series of the Series Preferred Stock or all series of the Series
Preferred Stock as a class, to elect one or more directors of the
Corporation if there shall have been a default in the payment
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of dividends on any one or more series of the Series Preferred Stock or
under such other circumstances and on such conditions as the Board of
Directors may determine.
C. COMMON STOCK.
(1) After the Corporation has complied with the requirements, if any,
fixed in accordance with the provisions of Paragraph B hereof with respect
to (a) dividends on series of the Series Preferred Stock (in accordance
with the relative preferences among such series) and (b) the setting aside
of sums as sinking funds or redemption or purchase accounts for series of
the Series Preferred Stock (in accordance with the relative preferences
among such series), and subject further to any other conditions which may
be fixed in accordance with the provisions of Paragraph B hereof, then, and
not otherwise, the holders of Common Stock shall be entitled to receive
such dividends (either in cash, stock or otherwise) as may be declared from
time to time by the Board of Directors out of assets of the Corporation
legally available therefor and the holders of the Series Preferred Stock
shall not be entitled to participate in any such dividends.
(2) After distribution in full of the preferential amount, if any, to be
distributed to the holders of series of the Series Preferred Stock (in
accordance with the relative preferences among such series) in the event of
voluntary or involuntary liquidation, distribution, dissolution or
winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation,
tangible and intangible, of whatever kind available for distribution to
shareholders, ratably in proportion to the number of shares of Common Stock
held by them respectively.
(3) Except as may otherwise be required by law, each holder of Common
Stock shall have one vote in respect of each share of Common Stock held by
him on all matters voted upon by the shareholders.
D. OTHER PROVISIONS.
(1) No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series
of stock or of
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other securities of the Corporation shall have any preemptive right to
purchase or subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class or
series, or bonds, certificates of indebtedness, debentures or other
securities convertible into or exchangeable for stock of the Corporation of
any class or series, or carrying any right to purchase stock of any class
or series, but any such unissued stock, additional authorized issue of
shares of any class or series of stock or securities convertible into or
exchangeable for stock, or carrying any right to purchase stock, may be
issued and disposed of pursuant to resolution of the Board of Directors to
such persons, firms, corporations or associations (including such holders
or others) and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.
(2) The relative powers, preferences and rights of each series of the
Series Preferred Stock in relation to the powers, preferences and rights of
each other series of the Series Preferred Stock shall, in each case, be as
fixed from time to time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in Paragraph B hereof.
The consent, by class or series vote or otherwise, of the holders of such
of the series of the Series Preferred Stock as are from time to time
outstanding shall not be required for the issuance by the Board of
Directors of any other series of the Series Preferred Stock whether or not
the powers, preferences and rights of such other series shall be fixed by
the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them;
provided, however, that the Board of Directors may provide in the
resolution or resolutions as to any series of the Series Preferred Stock
adopted pursuant to Paragraph B hereof, the conditions if any, under which
the consent of the holders of a majority (or such greater proportion as
shall be fixed therein) of the outstanding shares of such series shall be
required for the issuance of any or all other series of the Series
Preferred Stock.
(3) Subject to the provisions of subparagraph 2 of this Paragraph D,
shares of any series of the Series Preferred Stock may be issued from time
to time as the Board of Directors of the Corporation shall determine and on
such terms and for such consideration as shall be fixed by the Board of
Directors.
(4) Shares of authorized Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on such terms
and for such consideration as shall be fixed by the Board of Directors.
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(5) The number of authorized shares of Common Stock and of the Series
Preferred Stock, without a class or series vote, may be increased or
decreased from time to time (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of
the stock of the Corporation entitled to vote thereon.
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6. Other lawful provisions for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution or for limiting,
defining or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
No Director or officer shall be disqualified by his office from dealing or
contracting as vendor, purchaser or otherwise, whether in his individual
capacity or through any other corporation, trust, association or firm in which
he is interested as stockholder, director, trustee, partner or otherwise, with
the corporation or any corporation, trust, association or firm in which the
corporation shall be a stockholder or otherwise interested or which shall hold
stock or be otherwise interested in the corporation, nor shall any such dealing
or contract be avoided, nor shall any Director or officer so dealing or
contracting be liable to account for any profit or benefit realized through any
such dealing or contract to the corporation or to any stockholder or creditor
thereof solely because of the fiduciary relationship established by reason of
his holding such Directorship or office. Any such interest of a Director shall
not disqualify him from being counted in determining the existence of a quorum
at any meeting nor shall any such interest disqualify him from voting or
consenting as a Director or having his vote or consent counted in connection
with any such dealing or contract.
No stockholder shall be disqualified from dealing or contracting as vendor,
purchaser or otherwise, either in his individual capacity or through any other
corporation, trust, association or firm in which he is interested as
stockholder, director, trustee, partner or otherwise, with the corporation or
any corporation, trust, association or firm in which the corporation shall be a
stockholder or otherwise interested or which shall hold stock or be otherwise
interested in the corporation, nor shall any such dealing or contract be
avoided, nor shall any stockholder so dealing or contracting be liable to
account for any profit or benefit realized through any such contract or dealing
to the corporation or to any stockholder or creditor thereof by reason of such
stockholder holding stock in the corporation to any amount, nor shall any
fiduciary relationship be deemed to be established by such stockholding.
Meetings of the stockholders of the corporation may be held at any place
within the United States.
The corporation may be a partner in any business enterprise it would have
power to conduct by itself.
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The directors may make, amend or repeal the by-laws in whole or in part,
except with respect to any provision thereof which by law, these Restated
Articles of organization or the by-laws requires action by the stockholders.
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any statutory provision or other law imposing such liability,
except for liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit.
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Classified Board of Directors
(1) The Directors of the corporation shall be divided into three classes: Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the whole number of the Board of Directors. If the
number of Directors is not evenly divisible by three, the Board of Directors
shall determine the number of Directors to be elected initially into each class.
In the election of Directors at the Special Meeting of Stockholders in Lieu of
the 1989 Annual Meeting, the Class I Directors shall be elected to hold office
for a term to expire at the first annual meeting of the stockholders thereafter;
the Class II Directors shall be elected to hold office for a term to expire at
the second annual meeting of the stockholders thereafter; and the Class III
Directors shall be elected to hold office for a term to expire at the third
annual meeting of the stockholders thereafter, and in the case of each class,
until their respective successors are duly elected and qualified. At each annual
election held after the Special Meeting of Stockholders in Lieu of the 1989
Annual Meeting, the Directors elected to succeed those whose terms expire shall
be identified as being of the same class as the Directors they succeed and shall
be elected to hold office for a term to expire at the third annual meeting of
the stockholders after their election, and until their respective successors are
duly elected and qualified: if the number of Directors changes, any increase or
decrease in Directors shall be apportioned among the classes so as to maintain
all classes as equal in number as possible, and any additional Director elected
to any class shall hold office for a term which shall coincide with the terms of
the other Directors in such class and until his successor is duly elected and
qualified.
(2) Notwithstanding any other provisions of these Articles of Organization or
the by-laws of the corporation or the fact that a lesser percentage may be
specified by law, these Articles of Organization or the by-laws of the
corporation, the affirmative vote of the holders of at least eighty (80%)
percent of the combined voting power of the outstanding stock of the corporation
entitled to vote generally in the election of directors ("Voting Stock"), voting
together as a single class, shall be required to amend, alter, adopt any
provision inconsistent with or to repeal this provision; provided however that
if any such proposal receives the affirmative vote of each holder of at least
15% of the outstanding Voting Stock who also held at least 15% of the
outstanding Voting Stock of the corporation on May 15, 1989, then such proposal
shall require only the affirmative vote of the holders of at least a majority of
the outstanding Voting Stock of the corporation.
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Vote Required for Certain Business Combinations
(A) In addition to any affirmative vote required by law or these Articles
of Organization, and except as otherwise expressly provided in Paragraph (B) of
this Provision:
1. any merger or consolidation of the corporation or any Subsidiary
(as hereinafter defined) with (a) an Interested Stockholder (as hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as such term is hereinafter defined) of an Interested Stockholder; or
2. any sale, lease, exchange, mortgage, pledge, grant of a security
interest, transfer or other disposition (in one transaction or a series of
transactions) to or with (a) an Interested Stockholder or (b) or any other
person (whether or not itself an Interested Stockholder) which is, or after such
sale, lease, exchange, mortgage, pledge, grant of security interest, transfer or
other disposition would be, an Affiliate of an Interested Stockholder, directly
or indirectly, of substantially all of the assets of the corporation (including,
without limitation, any voting securities of a Subsidiary) or any Subsidiary; or
3. the issuance or transfer by the corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
corporation or any Subsidiary, or both, to (a) an Interested Stockholder or (b)
any other person (whether or not itself an Interested Stockholder) which is, or
after such issuance or transfer would be, an Affiliate of an Interested
Stockholder in exchange for cash, securities or other property (or a combination
thereof); or
4. the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of an Interested Stockholder; or
5. any reclassification of securities (including any reverse stock
split), or recapitalization of the corporation, or any merger or consolidation
of the corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the corporation or any Subsidiary directly or indirectly beneficially owned
by (a) an Interested Stockholder or (b) any other person
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(whether or not itself an Interested Stockholder) which is, or after such
reclassification, recapitalization, merger or consolidation or other transaction
would be, an Affiliate of an Interested Stockholder;
shall not be consummated unless such consummation shall have been approved by
the affirmative vote of the holders of at least eighty (80%) percent of the
combined voting power of the then outstanding shares of Voting Stock (as
hereinafter defined), voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in these Articles of Organization
or in any agreement with any national securities exchange or otherwise.
(B) The provisions of Paragraph (A) of this Provision shall not be
applicable to any particular Business Combination (as hereinafter defined) and
such Business Combination shall require only such affirmative vote as is
required by law and any other provision of these Articles of Organization, if
the Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined) or all of the following conditions
shall have been met.
1. The transaction constituting the Business Combination shall
provide for a consideration to be received by all holders of Common Stock in
exchange for all their shares of Common Stock, and the aggregate amount of the
cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of Common Stock in such Business Combination shall be at least equal
to the higher of the following:
(a) (if applicable) the highest per-share price (including any
brokerage commissions, transfer taxes and soliciting dealers, fees) paid in
order to acquire any shares of Common Stock Beneficially owned by an Interested
Stockholder M within the two-year period immediately prior to the Announcement
Date (as hereinafter defined), (ii) within the two-year period immediately prior
to the Determination Date (as hereinafter defined) or (iii) in the transaction
in which it became an Interested Stockholder, whichever is highest; or
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the Determination Date, whichever is higher;
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2. If the transaction constituting the Business Combination shall
provide for a consideration to be received by holders of any class or series of
outstanding Voting Stock other than Common Stock, the aggregate amount of the
cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of shares of such class or series of Voting Stock shall be at least
equal to the highest of the following (it being intended that the requirements
of this subparagraph 2 shall be required to be met with respect to every class
or series of outstanding Voting Stock, whether or not an Interested Stockholder
has previously acquired any shares of a particular class of Voting Stock):
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid in
order to acquire any shares of such class or series of Voting Stock beneficially
owned by an Interested Stockholder (i) within the two-year period immediately
prior to the Announcement Date, (ii) within the two-year period immediately
prior to the Determination Date, or (iii) in the transaction in which it became
an Interested Stockholder, whichever is highest; or
(b) the Fair Market Value per share of such class or series of
Voting Stock on the Announcement Date or the Determination Date, whichever is
higher; or
(c) (if applicable) the highest preferential amount per share to
which the holders of shares of such class or series of Voting Stock are entitled
in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the corporation;
3. The consideration to be received by holders of a particular class
or series of outstanding Voting Stock (including Common Stock) shall be in cash
or in the same form as was previously paid in order to acquire shares of such
class or series of Voting Stock which are beneficially owned by an Interested
Stockholder and, if an Interested Stockholder beneficially owns shares of any
class or series of Voting Stock which were acquired with varying forms of
consideration, the form of consideration for such class or series of Voting
Stock shall be either cash or the form used to acquire the largest number of
shares of such class or series of voting Stock beneficially owned by it. The
price determination in accordance with subparagraphs 1 and 2 of this Paragraph
(B) shall be subject to appropriate adjustment in the event of any
recapitalization, stock dividend, stock split, combination of shares or similar
event;
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4. After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:
(a) except as approved by a majority of the Continuing
Directors, there shall have been no failure to declare and pay at the regular
date therefor the full amount of any dividends (whether or not cumulative)
payable on any outstanding preferred stock;
(b) there shall have been (i) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock) other than as approved by a majority of the
Continuing Directors and (ii) an increase in such annual rate of dividends as
necessary to prevent any such reduction in the event of any reclassification
(including any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to increase such annual rate
is approved by a majority of the Continuing Directors;
(c) such Interested Stockholder shall not have become the
beneficial owner of any additional shares of Voting Stock at a price lower than
that paid in the transaction in which it became an Interested Stockholder.
5. After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided the corporation, whether in anticipation of or
in connection with such Business Combination or otherwise; and
6. A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (or
any subsequent provisions replacing such act, rules or regulations) shall be
mailed to the stockholders of the corporation, no later than the earlier of (a)
thirty (30) days prior to any vote on the proposed Business Combination or (b)
if no vote on such Business Combination is required, sixty (60) days prior to
the consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions). Such proxy statement shall contain at the front thereof,
in a prominent place, any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, or
any of
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them, may have furnished in writing and, if deemed advisable by a majority of
the Continuing Directors, an opinion of a reputable investment banking firm as
to the fairness (or lack of fairness) of the terms of such Business Combination,
from the point of view of the holder of Voting Stock other than an Interested
Stockholder (such investment banking firm to be selected by a majority of the
Continuing Directors, to be furnished with all information it reasonably
requests and to be paid a reasonable fee for its services upon receipt by the
corporation of such opinion)
(C) For the purposes of this Provision:
1. "Business Combination" shall mean any transaction which is
referred to in any one or more of subparagraphs 1 through 5 of Paragraph (A) of
this Provision.
2. "Voting Stock" shall mean stock of all classes and series of the
corporation entitled to vote generally in the election of directors.
3. "Person" shall mean any individual, firm, trust, partnership,
association, corporation or other entity.
4. "Interested Stockholder" shall mean any person (other than the
corporation or any Subsidiary or any person who was a stockholder of the
corporation on January 8, 1981) who or which:
(a) is the beneficial owner, directly or indirectly, of more
than ten (10%) percent of the combined voting power of the then outstanding
Voting Stock; or
(b) is an Affiliate of the corporation and at any time within
the two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of more than ten (10%) percent of the combined
voting power of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in question beneficially owned
by an Interested Stockholder, unless such assignment or succession shall have
occurred pursuant to a
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Public Transaction (as hereinafter defined) or any series of transactions
involving a Public Transaction.
For the purposes of determining whether a person is an Interested
Stockholder, the number of shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of subparagraph 6 below but
shall not include any other shares of Voting Stock which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or option, or otherwise.
5. "Public Transaction" shall mean any (a) purchase of shares
offered pursuant to an effective registration statement under the Securities Act
of 1933 or (b) open-market purchase of shares on a national securities exchange
if, in either such case, the price and other terms of sale are not negotiated by
the purchaser and the seller of the beneficial interest in the shares.
6. A person shall be a "beneficial owner" of any Voting Stock:
(a) which such person or any of its Affiliates beneficially
owns, directly or indirectly; or
(b) which such person or any of its Affiliates has (i) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants or options, or
otherwise or (ii) the right to vote or to direct the voting thereof pursuant to
any agreement, arrangement or understanding; or
(c) which is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Voting Stock.
7. "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on June 27, 1989.
8. "Subsidiary" shall mean any corporation of which a majority of
any class of equity security (as defined in Rule3all.1 of the General Rules and
Regulations under the
- C-9 -
Securities Exchange Act of 1934, as in effect on June 27, 1989) is owned,
directly or indirectly, by the corporation; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in subparagraph
4, the term "Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by the
corporation.
9. "Continuing Director" shall mean any member of the Board of
Directors of the corporation who is unaffiliated with, and not a nominee of, an
Interested Stockholder and was a member of the Board prior to the time that such
Interested Stockholder became an Interested Stockholder, and any successor of a
Continuing Director who is unaffiliated with, and not a nominee of, an
Interested Stockholder and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
10. "Announcement Date" shall mean the date of the first public
announcement of the proposed Business Combination.
11. "Determination Date" shall mean the date on which an Interested
Stockholder became an Interested Stockholder.
12. "Fair Market Value" shall mean: (a) in the case of stock, the
highest closing sale price during the thirty (30)-day period immediately
preceding the date in question of a share of such stock on the National Market
System of the National Association of Securities Dealers Automated Quotation
System or any system then in use on any national securities exchange or
automated quotation system, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as determined by a
majority of the Continuing Directors in good faith; and (b) in the case of
property other than cash or stock, the fair market value of such property on the
date in question as determined by a majority of the Continuing Directors in good
faith.
(D) A majority of the Continuing Directors shall have the power and duty
to determine for the purposes of this Provision, on the basis of information
known to them after reasonable inquiry, all facts necessary to determine
compliance with this Provision, including, without limitation, (1) whether a
person is an Interested Stockholder, (2) the number of shares of Voting Stock
beneficially owned by any person, (3) whether a person is an Affiliate of
another, (4) whether the requirements of Paragraph (B) of this Provision have
been met and (5) such other matters with respect to which a determination is
required under this Provision. The good faith determination of
- C-10 -
a majority of the Continuing Directors on such matters shall be conclusive and
binding for all purposes of this Provision.
(E) Nothing contained in this Provision shall be construed to relieve an
Interested Stockholder of any fiduciary obligation imposed by law.
(F) Notwithstanding any other provisions of these Articles of Organization
or the By-laws of the corporation or the fact that a lesser percentage may be
specified by law, these Articles of Organization or the By-laws of the
corporation, the affirmative vote of the holders of at least eighty (80%)
percent of the combined voting power of the then outstanding Voting Stock,
voting together as a single class, shall be required to amend, alter, adopt any
provision inconsistent with or repeal this Provision; provided however that if
any such proposal receives the affirmative vote of each holder of at least 15%
of the outstanding Voting Stock who also held at least 15% of the outstanding
Voting Stock of the corporation on May 15, 1989, then such proposal shall
require only the affirmative vote of the holders of at least a majority of the
outstanding Voting Stock of the corporation.
Redemption of Shares
In accordance with Section 6 of Chapter 110D of the General Laws of the
Commonwealth of Massachusetts the corporation by action of its Board of
Directors is authorized, at the option of the corporation by such Board action
but without requiring the agreement of the person who has made a control share
acquisition (as defined in said Chapter 110D), to redeem all but not less than
all shares acquired in such a control share acquisition in accordance with and
subject to the limitations contained in said Chapter 110D including Section 6
thereof.
Supramajority Vote
In addition to any affirmative vote required by law or these Articles of
Organization, with respect to certain Business Combinations, until December 31,
1994:
1. any merger or consolidation of the corporation or any Subsidiary
with any other corporation, person, business or entity ("Subsidiary" is defined
as any corporation of which a majority of any class of equity security (as
defined in Rule3all.1 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on June 27, 1989) is owned, directly or
indirectly, by the corporation); or
- C-11 -
2. any sale, lease, exchange, transfer or other disposition (in one
transaction or a series of transactions) of all or substantially all of the
assets of the corporation, but specifically excluding any granting of a security
interest associated with a debt transaction approved by the Board of Directors;
or
3. the adoption of any plan or proposal for the liquidation or
dissolution of the corporation; or
4. any amendment to or rescission of this subsection of Article 6
entitled "Supramajority Vote";
shall not be consummated unless such consummation shall have been approved by
the affirmative vote of the holders of at least eighty (80%) percent of the
combined voting power of the then outstanding shares of voting stock of the
corporation entitled to vote thereon ("Voting Stock"), voting together as a
single class; provided, however that if any such action receives the affirmative
vote of each holder of at least 15% of the outstanding Voting Stock of the
corporation who also held at least 15% of the outstanding Voting Stock of the
corporation on May 15, 1989, then such proposal shall require only the
affirmative vote of the holders of that number of the outstanding Voting Stock
of the corporation as is required by applicable law, these Articles of
Organization or the by-laws.
- C-12 -
Exhibit A
---------
COGNEX CORPORATION
PLAN OF RECAPITALIZATION
June 27, 1989
1. COMMON STOCK. As of the Effective Date (as defined below), Cognex
Corporation (the "Company") will complete a one-for-two reverse stock split
pursuant to which (A) each holder of two (2) shares of the currently issued and
outstanding Class A Common Stock, with $.001 par value per share ("Old Class A
Stock") of the Company will be entitled to receive, in exchange therefor, one
(1) share of the newly authorized but unissued Class A Common Stock, with $.002
par value per share ("New Class A Stock") of the Company and (B) each holder of
two (2) shares of the currently issued and outstanding Class B Common Stock with
$.001 par value per share ("Old Class B Stock") will be entitled to receive, in
exchange therefor, one (1) share of the newly authorized but unissued Class B
Common Stock of the Company with $.002 par value per share ("New Class B
Stock"). Fractional shares will not be issued by the Company and, in lieu
thereof, holders will receive cash in an amount equal to the fair value of that
fractional share as of the Effective Date as determined by the Board of
Directors of the Company. Stockholders must return for exchange all certificates
representing shares of Old Class A Stock and Old Class B Stock in order to
receive cash or certificates representing New Class A Stock or New Class B
Stock. Accompanying the Notice of the Special Meeting is a Letter of Transmittal
for each holder to complete, date, execute and return to the Company together
with all certificates representing Old Class A Stock and Old Class B Stock. The
Transmittal Letter and the certificates will be held by the Company until the
Plan of Recapitalization is approved. Certificates representing the New Class A
Stock and New Class B Stock need not be issued in the event that the Company
completes the total conversion of all of its capital stock to a single series
and class of Common Stock. In such event, certificates representing such single
class of Common Stock will be issued. If the Plan is not approved, the
certificates and the Transmittal Letter will be returned to the holder.
2. PREFERRED STOCK. As a result of the reverse stock split approved in
paragraph 1 above, the conversion rates for the Company's currently authorized
Preferred Stock shall be adjusted (and Article 4 of the Articles of Organization
of the Company shall be amended) as follows: (A) the applicable Conversion Rate
for the Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock, upon the consummation of the reverse stock split, shall be five
(5) such that each share of Series A, B and C Preferred Stock converts into five
(5) shares of New Class A Stock and (B) the applicable Conversion Rate for the
Series D Preferred Stock, upon the consummation of
the reverse stock split, shall be one-half (1/2) such that each share of Series
D Preferred Stock shall convert into one-half (1/2) share of New Class A Stock.
3. AMENDMENTS TO ARTICLES OF ORGANIZATION. As a result of the reverse
stock split approved in paragraph 1 above, by adoption of this Plan of
Recapitalization, the Articles of Organization of the Company are amended such
that the total number of shares and the par value, if any, of the Common Stock
that the Company is authorized to issue shall be changed from 10,000,000 shares
of Class A Common Stock with $.001 par value per share and 2,500,000 shares of
Class B Common Stock with $.001 par value per share to 5,000,000 shares of Class
A Common Stock with $.002 par value per share and 1,250,000 shares of Class B
Common Stock with $.002 par value per share. In addition, by adoption of this
Plan of Recapitalization, the Articles of Organization are hereby further
amended to increase the number of shares of Class A Common Stock that the
Corporation is authorized to issue from 5,000,000 shares with $.002 par value
per share to 10,000,000 shares with $.002 par value per share (such new shares
to be known as "Common Stock"). The Company need not file two separate Articles
of Amendment to reflect these amendments and may make one filing with the
Secretary of the Commonwealth of Massachusetts showing the ultimate effect to
the Articles of Organization of this Plan of Recapitalization.
4. EFFECTIVE DATE. As used herein, the term "Effective Date" shall mean
June 28, 1989.
*We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles
Article 3, Article 4 and Article 6
- --------------------------------------------------------------------------------
(*If there are no such amendments, state "None".)
Briefly describe amendments in space below:
To Article 3
- ------------
1. Adopted the Cognex Corporation Plan of Recapitalization on June 27, 1989
(see Exhibit A hereto), following which the only shares of capital stock
which the Corporation shall have authority to issue shall be 10,000,000
shares of a single class of Common Stock having a par value of $.002 per
share and 400,000 shares of Preferred Stock par value $.01 per share, all
the previously issued Class A and Class B Common Stock and the Series A, B,
C and D Preferred Stock having been converted into shares of a single class
of Common Stock.
To Article 4
- ------------
1. Amended description of each of the different classes of stock.
To Article 6
- ------------
1. Creation of a classified Board of Directors.
2. Adoption of a Fair Price Amendment.
3. Adoption of provision regarding the redemption by the Corporation of shares
acquired in a control share acquisition; and
4. Adoption of provision regarding supramajority voting to approve certain
transactions.
IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, we have hereto signed our
names this 27th day of June in the year 1989.
/s/ Robert J. Shillman President/
- ---------------------------------------------------------------------
/s/ Anthony J. Medaglia, Jr. Clerk/
- ---------------------------------------------------------------------
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within restated articles of
organization and, the filing fee in the amount of
$ having been paid, said articles are
deemed to have been filed with me
this
day of , 1989.
/s/ Michael Joseph Connolly
-------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE
SENT TO:
Anthony J. Medaglia, Jr.
----------------------------------------------------------
Hutchins & Wheeler
----------------------------------------------------------
101 Federal Street, Boston, MA 02110
----------------------------------------------------------
Telephone (617) 951-6600
--------------------------------------------
Copy Mailed
The Commonwealth of Massachusetts
__________ OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
EXAMINER MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
NO. 04-2713778
--------------
GENERAL LAWS, CHAPTER 156B, SECTION 72
We, Robert J. Shillman , President/, and
Anthony J. Medaglia, Jr. , Clerk/ of
COGNEX CORPORATION
---------------------------------------------------------------------------
(EXACT Name of Corporation)
located at 15 Crawford Street, Needham, Massachusetts 02194
---------------------------------------------------------------
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
---------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on
April 30, 1991, by vote of :
- -------
Name
Approved
2,547,604 shares of Common Stock out of 4,087,176 shares outstanding,
--------- -------------------------------- ---------
type, class and series, (if any)
-0- shares of Preferred Stock out of -0- shares outstanding, and
--------- -------------------------------- ---------
type, class and series, (if any)
shares of out of shares outstanding,
--------- -------------------------------- ---------
type, class and series, (if any)
CROSS OUT being at least a majority of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon: (1)
CLAUSE
C | |
P | |
M | | (1) For amendments adopted pursuant to Chapter 156B,
Section 70.
RA | | (2) For amendments adopted pursuant to Chapter 156B,
Section 71.
- ------
P.C.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 10,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 15,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE: Date of Filing
-----------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this Thirtieth day of April, in the year 1991.
/s/ Robert J. Shillman
_________________________________________________________President/
/s/ Anthony J. Medaglia, Jr.
____________________________________________________________Clerk/
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================
I hereby approve the within articles of
amendment and, the filing fee in the amount of
$5,000.00 having been paid, said articles
are deemed to have been filed with me
this 9th day of May, 1991.
/s/ Michael J. Connolly
-------------------------------
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
ANTHONY J. MEDAGLIA, JR.
-----------------------------------------------------------------
HUTCHINS & WHEELER
-----------------------------------------------------------------
101 FEDERAL STREET, BOSTON, MA 02110
-----------------------------------------------------------------
TELEPHONE: (617) 951-6600
-----------------------------------------------------
The Commonwealth of Massachusetts
__________ OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
EXAMINER MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
NO. 04-2713778
-------------------
GENERAL LAWS, CHAPTER 156B, SECTION 72
We, Robert J. Shillman , President/, and
Anthony J. Medaglia, Jr. , Clerk/ of
COGNEX CORPORATION
---------------------------------------------------------------------------
(EXACT Name of Corporation)
located at 15 Crawford Street, Needham, Massachusetts 02194
---------------------------------------------------------------
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
---------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on
April 21, 1992, by vote of :
- -------
Name
Approved
5,387,004 shares of Common Stock out of 8,450,806 shares outstanding,
--------- -------------------------------- ---------
type, class and series, (if any)
-0- shares of Preferred Stock out of -0- shares outstanding, and
--------- -------------------------------- ---------
type, class and series, (if any)
shares of out of shares outstanding,
--------- -------------------------------- ---------
type, class and series, (if any)
CROSS OUT being at least a majority of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon: (1)
CLAUSE
C | |
P | |
M | | (1) For amendments adopted pursuant to Chapter 156B,
Section 70.
RA | | (2) For amendments adopted pursuant to Chapter 156B,
Section 71.
- ------
P.C.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 15,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 25,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE: Date of Filing
-----------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 21st day of April, in the year 1992.
/s/ Robert J. Shillman
_________________________________________________________President/
/s/ Anthony J. Medaglia, Jr.
____________________________________________________________Clerk/
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================
I hereby approve the within articles of
amendment and, the filing fee in the amount of
$10,000.00 having been paid, said articles
are deemed to have been filed with me this
3rd day of August, 1992.
/s/ Michael J. Connolly
-------------------------------
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
ANTHONY J. MEDAGLIA, JR.
-----------------------------------------------------------------
HUTCHINS & WHEELER
-----------------------------------------------------------------
101 FEDERAL STREET, BOSTON, MA 02110
-----------------------------------------------------------------
TELEPHONE: (617) 951-6600
-----------------------------------------------------
The Commonwealth of Massachusetts
__________ OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
EXAMINER MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
NO. 04-2713778
-------------------
GENERAL LAWS, CHAPTER 156B, SECTION 72
We, Robert J. Shillman , President/ , and
Anthony J. Medaglia, Jr. , Clerk/ of
COGNEX CORPORATION
---------------------------------------------------------------------------
(EXACT Name of Corporation)
located at 15 Crawford Street, Needham, Massachusetts 02194
---------------------------------------------------------------
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3
---------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on
April 25, 1995, by vote of :
- -------
Name
Approved
13,514,984 shares of Common Stock out of 18,840,535 shares outstanding,
---------- -------------------------------- ----------
type, class and series, (if any)
shares of out of shares outstanding, and
---------- -------------------------------- ----------
type, class and series, (if any)
shares of out of shares outstanding,
---------- -------------------------------- ----------
type, class and series, (if any)
CROSS OUT being at least a majority of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon: (1)
CLAUSE
C [ ]
P [ ]
M [ ] (1) For amendments adopted pursuant to Chapter 156B,
Section 70.
RA [ ] (2) For amendments adopted pursuant to Chapter 156B,
Section 71.
- ------
P.C.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 25,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: N/A COMMON: 60,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: N/A PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE: Date of Filing
-----------------------------------------------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 25th day of April, in the year 1995.
/s/ Robert J. Shillman
_________________________________________________________President/
/s/ Anthony J. Medaglia, Jr.
____________________________________________________________Clerk/
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================
I hereby approve the within articles of
amendment and, the filing fee in the amount of
$35,000.00 having been paid, said articles
are deemed to have been filed with me this 18th
day of May, 1995.
/s/ William Francis Galvin
-------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
SHANNON D. WHISENART
-----------------------------------------------------------------
HUTCHINS, WHEELER & DITTMAR
-----------------------------------------------------------------
101 FEDERAL STREET, BOSTON, MA 02110
-----------------------------------------------------------------
TELEPHONE: (617) 951-6600
-----------------------------------------------------
FEDERAL IDENTIFICATION
NO. 04-2713778
------------------
________ The Commonwealth of Massachusetts
Examiner William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
________ ARTICLES OF AMENDMENT
Name (General Laws, Chapter 156B, Section 72)
Approved
We, Robert Shillman , *President/
---------------------------------
and Anthony J. Medaglia, Jr. *Clerk/
---------------------------------
of COGNEX CORPORATION
(Exact name of corporation)
located at One Vision Drive, Natick, MA 01760
-----------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
3
---------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
April 23, 1996, by vote of:
31,729,416 shares of Common Stock of 39,116,359 shares outstanding
-------------- ------------------------------ -------------
(type, class & series, if any)
shares of of shares outstanding, and
-------------- ------------------------------ -------------
(type, class & series, if any)
shares of of shares outstanding, and
-------------- ------------------------------ -------------
(type, class & series, if any)
C [ ]
P [ ]
M [ ] (1)**being at least a majority of each type, class or series
outstanding and entitled to vote thereon:/or (2)**being at least
R.A. [ ] two-thirds of each type, class or series outstanding and entitled to
vote thereon and of each type, class or series outstanding and
entitled to vote thereon and of each type, class or series of stock
whose rights are adversely affected thereby:
*Delete the inapplicable words. **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of
separate 8 1/2 x 11 sheets of paper with a left margin of at least 1
inch. Additions to more than one article may be made on a single sheet
so long as each article requiring each addition is clearly indicated.
________
P.C.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: COMMON: 60,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ----------------------------------------
COMMON: COMMON: 120,000,000 $.002
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
PREFERRED: PREFERRED: 400,000 $0.01
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with General Laws, Chapter 156B, Section 6 unless these
articles specify, in accordance with the vote adopting the amendment, a later
effective date not more than thirty days after such filing, in which event the
amendment will become effective on such later date.
Later effective date:
---------------------------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 23rd day of April, in the year 1996.
/s/ Robert J. Shillman President/
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Robert J. Shillman
/s/ Anthony J. Medaglia, Jr. Clerk/
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Anthony J. Medaglia, Jr.
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
================================================
I hereby approve the within articles of
amendment and, the filing fee in the amount of
$60,000.00 having been paid, said articles
are deemed to have been filed with me this 10th
day of May, 1996.
Effective date: _______________________________
/s/ William Francis Galvin
------------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
PATRICIA ROBICHAUD
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HUTCHINS, WHEELER & DITTMAR
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101 FEDERAL STREET,
BOSTON, MA 02110
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TELEPHONE: (617) 951-6600
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FEDERAL IDENTIFICATION
No. 04-2713778
THE COMMONWEALTH OF MASSACHUSETTS
Examiner WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
Name
Approved
We, Robert Shillman , *President / XXXXXXXX,
---------------------------------------------------
and Anthony J. Medaglia, Jr. , *Clerk / XXXXXXXXX
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of Cognex Corporation ,
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(Exact name of corporation)
location at One Vision Drive, Natick, MA 01760 ,
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(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles number:
3
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
May 8 , 20 00 , by vote of: 35,885,629 shares of
- --------------------------------- ------------------
Common Stock of 42,774,560 shares outstanding,
- ----------------------------- --------------
(type, class & series, if any)
shares of of
- -------------------------- ------------------------------
(type, class & series, if any)
shares outstanding, and shares of
- ------------------- --------------------------
of shares outstanding,
- ----------------------------- ------------------------
(type, class & series, if any)
C [ ]
C [ ] (1)** being at least a majority of each type, class or series
outstanding and entitled to vote thereon: / or (2)** being at least
P [ ] two-thirds of each type, class or series outstanding and entitled to
vote thereon and of each type, class or series of stock whose rights
R.A. [ ] are adversely affected thereby:
*Delete the inapplicable words. **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to chapter 156B, Section 71.
P.C.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X
11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------- ---------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
Common: Common: 120,000,000 $.002
Preferred: Preferred: 400,000 $.0l
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------- ---------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
Common: Common: 140,000,000 $.002
Preferred: Preferred: 400,000 $.0l
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
--------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 8th day of May ,
--------- -------------
20 00 ,
----
/s/ Robert Shillman , *President / XXXXXXXX
- --------------------------------------------------------
Robert Shillman
/s/ Anthony J. Medaglia, Jr. , *Clerk / XXXXXXXX
- --------------------------------------------------------
Anthony J. Medaglia, Jr.
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing fee in
the amount of $ 20,000 having been paid, said articles are deemed to
---------
have been filed with me this 10th day of May 20 00.
---- ------------------ ---
Effective date: May 10, 2002
------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Patricia Robichaud, Corporate Paralegal
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c/o Hutchins, Wheeler & Dittmar, 101 Federal Street
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Boston, MA 02110
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Telephone: 617-951-6653
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