UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~August 8~~October 21, 2022 (~~August~~October 721, 2022)

CyberOptics Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	0-16577	41-1472057
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
Of Incorporation)		Identification Number)

5900 Golden Hills Drive

Minneapolis, MN 55416

(Address of principal executive offices, including zip code)

(763)-542-5000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Exchange on Which Registered:
Common Stock, no par value		CYBE		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On August 7, 2022, CyberOptics Corporation, a Minnesota corporation ("CyberOptics", or the "Company"), Nordson Corporation, an Ohio corporation ("Nordson"), and Meta Merger Company, a Minnesota corporation and a wholly owned subsidiary of Nordson ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge with and into CyberOptics, whereupon the separate existence of Merger Sub will cease, and CyberOptics will be the surviving company as a wholly owned subsidiary of Nordson (the "Merger").

~~CyberOptics~~Under ~~Corporation (~~the ~~“Company”)~~Merger ~~entered into an~~ Agreement, ~~and~~at ~~Plan~~the ofeffective ~~Merger dated as~~ time of ~~August 7, 2022 (~~the “Merger, ~~Agreement”)~~each ~~with~~issued ~~Nordson Corporation (“Parent”)~~ and ~~Meta~~outstanding ~~Merger~~share ~~Company~~of ~~(“Merger~~common ~~Sub”),~~stock ~~a wholly owned subsidiary~~ of ~~Parent.~~the ~~The~~Company ~~Merger~~(the ~~Agreement~~"Company ~~provides~~Common ~~that~~Stock"), ~~on the terms and~~ subject to ~~the~~certain exceptions ~~conditions~~ set forth in the Merger Agreement, ~~Merger~~will ~~Sub~~be ~~will~~canceled ~~merge~~and ~~with~~extinguished and will be converted into the ~~Company~~right ~~(the~~to ~~“Merger”),~~receive $54.00 ~~with~~in ~~the~~cash, ~~Company~~without ~~surviving~~interest (the "Merger ~~as a wholly owned subsidiary of Parent~~Consideration").

~~The~~Following ~~Company’s~~the ~~Board~~filing of ~~Directors~~CyberOptics' ~~(the~~preliminary proxy ~~“Company~~statement ~~Board”) determined~~associated ~~that~~with the ~~transactions~~Merger ~~contemplated~~with by the ~~Merger~~SEC ~~Agreement~~on September 12, ~~including~~2022, ~~the~~Shiva ~~Merger~~Stein filed a complaint captioned Stein v. CyberOptics Corporation, ~~are~~et al., Case No. 1:22-cv-7823, in the ~~best~~United ~~interests~~States District Court for the Southern District of New York (the ~~Company~~"Stein Complaint"). The Stein Complaint generally alleges that CyberOptics' preliminary proxy statement omits material information with respect to the Merger and ~~its~~that, ~~shareholders~~as a result, CyberOptics and ~~approved~~each member of the ~~Merger~~CyberOptics' ~~Agreement~~Board ~~and~~of Directors (the ~~transactions~~"CyberOptics Board") ~~contemplated~~violated bySection 14(a) of the ~~Merger~~Securities ~~Agreement~~Exchange Act of 1934 (the "Exchange Act") and that each CyberOptics Board member violated Section 20(a) of the Exchange Act. The ~~Company~~Stein ~~Board~~Complaint also alleges that all defendants also violated 17 C.F.R. § ~~resolved~~244.100. toThe ~~recommend~~Complaint ~~that~~seeks (i) injunctive relief; (ii) rescission in the ~~Company’~~event the Merger is consummated or alternatively rescissory damages; (iii) granting an accounting for all damages suffered, (iv) plaintiff's ~~shareholders~~attorneys' ~~vote~~and toexperts' ~~adopt~~fees and ~~approve~~costs; and (v) other such relief that the ~~Merger~~court ~~Agreement~~deems just and proper. On October 13, 2022, Christopher Taylor filed a complaint captioned Taylor v. CyberOptics Corporation et al., Case No. 1:22-cv-08727, in the ~~Merger~~United States District Court for the Southern District of New York (the "Taylor Complaint"). The Taylor Complaint makes similar allegations and seeks similar relief as the Stein Complaint. In addition, counsel for seven shareholders delivered demand letters to the CyberOptics, which threatened the filing of similar lawsuits.

~~Under~~On ~~the~~September ~~Merger Agreement~~26, ~~at the effective time of the Merger~~2022, ~~each issued~~CyberOptics ~~and~~filed ~~outstanding share of common stock of~~ the ~~Company (the “Company Common Stock”), subject to certain exceptions set~~definitive ~~forth~~merger inproxy ~~the~~statement ~~Merger Agreement, will be canceled and extinguished and will be converted into the right to receive $54.00 in cash, without interest~~ (the ~~“Merger~~"Proxy ~~Consideration”~~Statement").

AtCyberOptics orand ~~immediately~~the ~~prior~~individual defendants believe that CyberOptics has previously disclosed all information required to be disclosed to ensure that its shareholders can make an informed vote at the ~~effective~~Special ~~time~~Meeting of(as defined below) and that the additional disclosures requested by the plaintiffs are not required by the federal securities laws or Minnesota law, and are otherwise immaterial. Accordingly, CyberOptics and the individual defendants believe the claims asserted in the Merger Complaints are without merit. However, in order to reduce the ~~Company’s~~costs, risks and uncertainties inherent ~~stock~~in ~~options~~litigation, ~~will~~CyberOptics has determined voluntarily to supplement the Proxy Statement as described in this Current Report on Form 8-K (the "Report"). Nothing in this Report shall be ~~treated~~deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, CyberOptics and the CyberOptics board of directors specifically deny all allegations in the ~~following~~Merger ~~manner:~~Complaints that any additional disclosure was or is required.

·The ~~Each~~CyberOptics' ~~stock~~Board ~~option~~recommends that isyou vote: ~~vested~~(1) ~~immediately~~"FOR" ~~prior to~~ the ~~effective~~adoption ~~time~~ of the ~~Merger~~merger ~~and~~agreement; ~~each~~(2) ~~unvested~~"FOR" ~~stock~~the ~~option~~compensation that iswill ~~held~~or bymay ~~individuals~~become ~~who~~payable ~~are~~by CyberOptics ~~employees immediately prior~~ to ~~the~~its ~~time~~named ofexecutive ~~merger~~officers ~~but~~in ~~will~~connection ~~cease~~with ~~to be employees immediately following~~ the merger; ~~will be cancelled~~ and ~~converted into the right to receive an amount in cash equal to the~~ (i3) ~~the~~"FOR" ~~aggregate number of shares of Company Common Stock subject to such option, multiplied by (ii)~~ the ~~excess,~~adjournment ~~if any,~~ of the ~~Merger~~special Consideration over the per share exercise price for such stock option. Stock options held by individuals who remain in the employment of the surviving corporation and its subsidiaries as of the closing of the Mergermeeting, from ortime ~~who become employed by Parent or one of its subsidiaries, and are unvested at or immediately prior~~ to ~~the effective~~ time ~~of the Merger~~, ~~will be converted into an option~~ to ~~acquire~~ a ~~number~~later ofdate ~~Parent shares of common stock equal to the product of the number of shares of Company Common Stock subject to the option and a fraction,~~ or ~~equity exchange ratio~~dates, ~~the~~if ~~numerator~~necessary ~~of which is the Merger Consideration and the denominator of which is the average of the volume weighted average price of a share of Parent common stock on NASDAQ (as reported by Bloomberg L.P.~~ or ~~such~~appropriate ~~other authoritative source~~ as ~~mutually~~determined ~~agreed~~in ~~between~~good ~~Parent~~faith ~~and~~by ~~the~~CyberOptics' ~~Company)~~Board ~~on each~~ of ~~the~~Directors, to ~~five~~solicit ~~consecutive~~additional ~~trading~~proxies ~~days~~if ~~ending~~there ~~with~~are ~~the~~insufficient ~~second~~votes ~~complete trading day immediately prior~~ to ~~the~~adopt ~~closing date, with~~ the ~~number~~merger ofagreement ~~shares~~at ~~rounded down to~~ the ~~nearest~~time ~~whole share. The exercise price for these converted options will equal the exercise price for each share~~ of ~~Company Common Stock subject to~~ the ~~Company~~special ~~option divided by the equity exchange ratio (rounded up to the nearest whole cent)~~meeting. ~~Otherwise, each converted option will have substantially identical terms and conditions to those applicable to such Company option immediately prior to the Merger.~~

AtThese orsupplemental ~~immediately~~disclosures ~~prior~~will tonot affect the ~~effective~~merger ~~time~~consideration ofor the ~~Merger~~timing of CyberOptics' Special Meeting of Shareholders scheduled for November 2, ~~the~~2022, ~~Company’s~~at 10:00 a.m. Central ~~full-value~~time ~~equity~~(the ~~awards~~"Special Meeting"), which will be ~~treated~~held inat ~~the~~CyberOptics ~~following~~headquarters ~~manner:~~located at 5900 Golden Hills Drive, Minneapolis, MN 55416.

·If ~~Each~~you ~~restricted~~have ~~stock~~any ~~unit~~questions ofor ~~the~~need ~~Company~~assistance (avoting your “Company RSU”) that is outstanding immediately prior to the effective time of the Merger will become fully vested and then will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares, ofplease ~~Company~~contact ~~Common~~CyberOptics' ~~Stock~~proxy ~~subject to such Company RSU. · Each outstanding unvested restricted stock award of the Company will be canceled in accordance with its terms.~~solicitor:

~~With~~Okapi ~~respect~~Partners 1212 toAvenue of the ~~Company's~~Americas, ~~Employee~~24th ~~Stock~~Floor New ~~Purchase~~York, ~~Plan~~NY 10036 Shareholders call toll-free: (~~"ESPP~~877) 274-8654 Banks and brokers call collect: (212) 297-0720

·Supplemental ~~The~~Disclosures ~~Company shall take all requisite action with respect~~ to ~~the~~Proxy ESPP so that each individual participating in a Purchase Period (as defined in the ESPP) in progress on the date of the Merger Agreement will not be permitted to (i) increase their payroll contribution rate pursuant to the ESPP from the rate in effect as of the date of the Merger Agreement; or (ii) make separate non-payroll contributions to the ESPP on or following the date of the Merger Agreement. No individual who is not participating in the ESPP with respect to any current Purchase Period as of the date of the Merger Agreement will be allowed to commence participation in the ESPP following the date of the Merger Agreement. Prior to the effective time, the Company will take certain actions that may be necessary to, effective upon the consummation of the Merger, including (A) cause any Purchase Period that would otherwise be outstanding at the effective time to terminate no later than five days prior to the date on which the effective time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened Purchase Period, but otherwise treat any shortened Purchase Period as a fully effective and completed Purchase Period for all purposes pursuant to the ESPP; and (C) cause the exercise (as of no later than one business day prior to the date on which the effective time occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant's payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP, as amended pursuant to the Merger Agreement, and each share purchased thereunder immediately prior to the effective time shall be shall be cancelled and converted automatically, in accordance with the procedures set forth in the Merger Agreement, into the right to receive from Parent and the surviving corporation, as promptly as reasonably practicable after the effective time, an amount in cash, without interest, equal to the Merger Consideration less any taxes required to be withheld. Immediately prior to and effective as of the effective time (but subject to the consummation of the Merger), the Company will terminate the ESPP.Statement

~~Under~~This ~~the~~supplemental ~~Merger~~information ~~Agreement,~~should ~~consummation~~be ofread in ~~the~~conjunction ~~Merger~~with ~~is subject to~~ the ~~satisfaction~~Proxy orStatement, ~~waiver~~which ofshould ~~customary~~be ~~closing~~read ~~conditions,~~in ~~including,~~its ~~among~~entirety. ~~others:~~Defined ~~(i) adoption~~terms ~~and~~used ~~approval~~but ofnot ~~the~~defined ~~Merger~~below ~~Agreement by~~have the ~~Company’s~~meanings set ~~shareholders~~forth byin the ~~affirmative~~Proxy ~~vote~~Statement. ofAll page references in the ~~holders~~information ofbelow aare ~~majority~~to ofpages in the ~~outstanding~~Proxy ~~shares~~Statement. ofParagraph ~~Company~~references used ~~Common~~herein ~~Stock; (ii)~~ refer to the ~~absence~~Proxy ofStatement before any ~~legal~~additions ~~restraint~~or bydeletions aresulting ~~court~~from orthe ~~governmental~~supplemental ~~authority~~disclosures. ofWhere ~~competent~~appropriate, bolded ~~jurisdiction~~text ~~preventing,~~shows ~~prohibiting~~text ~~or making~~being ~~illegal~~added ~~the~~to ~~consummation~~a ofreferenced disclosure in the ~~Merger;~~Proxy Statement and ~~(iii) the~~strikethrough ~~expiration~~text orshows ~~termination~~text ofbeing removed from the ~~waiting~~Proxy ~~period~~Statement. ~~under~~The ~~the~~information ~~United~~contained ~~States Hart-Scott-Rodino~~herein ~~Antitrust~~speaks ~~Improvements~~only ~~Act~~as of ~~1976~~October 21, as2022 ~~amended~~unless the information indicates another date applies.

1. The ~~Merger~~disclosure ~~Agreement~~under ~~contains customary representations, warranties and covenants made by each of~~ the ~~Company,~~heading ~~Parent~~"The ~~and~~ Merger—Unaudited ~~Sub,~~Prospective ~~including,~~Financial ~~among~~Information—Financial ~~others,~~Information" ~~covenants by the Company regarding the conduct of its business prior to the closing of the Merger. Beginning~~ on ~~the~~page ~~date of the Merger Agreement~~37, ~~the Company~~ is ~~subject~~deleted to customary “no-shop” restrictions pursuant to which the Company is required, among other things, not to, directly or indirectly, solicit, initiate, or knowingly take any action to encourage or facilitate the submission of any Takeover Proposals (as defined in the Merger Agreement) and, subject to certain exceptions, not to engage in discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any such Takeover Proposal. In addition, the Company has agreed that, subject to certain exceptions, the Company Board will not change, modify or withdraw its ~~recommendation~~entirety ~~that the Company’s shareholders vote to adopt~~ and ~~approve~~replaced ~~the Merger Agreement. The Company has also agreed that, unless the Merger Agreement is validly terminated, the Company will file~~ with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form relating to the adoption of the Merger Agreement by the Company’s shareholders as soon as reasonably practicable after the date of the Merger Agreement, and the Company will convene and hold a special meeting of the Company’s shareholders for the purpose of seeking the adoption of the Merger Agreement by the Company’s shareholders as soon as reasonably practicable after the date of the Merger Agreement.following:

~~Either~~Financial the Company or Parent may terminate the Merger Agreement if, among certain other circumstances, (i) the Merger has not been consummated on or before March 7, 2023, (ii) a governmental entity has prohibited consummation of the Merger on a final and non-appealable basis, or (iii) the Company’s shareholders fail to adopt and approve the Merger Agreement. The Company may terminate the Merger Agreement in certain additional circumstances, including to allow the Company to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement). Parent may terminate the Merger Agreement in certain additional limited circumstances, including if the Company Board withdraws its recommendation that the Company’s shareholders vote to adopt and approve the Merger Agreement, or if the Company’s “no shop” restrictions are breached in any material respect. The Merger Agreement may also be terminated upon the mutual written consent of Parent and the Company.Forecasts

~~Upon~~The ~~termination~~following oftable ~~the~~sets ~~Merger~~forth ~~Agreement~~figures ~~under the limited specified~~contained ~~circumstances,~~in the ~~Company~~Financial ~~will be required to pay Parent a termination fee of $12~~Forecast,~~471,727.~~ ~~Specifically,~~as ~~this~~shared ~~termination~~with ~~fee is payable by~~ the ~~Company~~CyberOptics ~~to Parent if the Merger Agreement is terminated by (i) Parent because the Company~~ Board ~~withdraws its recommendation that the Company’s shareholders vote to adopt~~ and ~~approve~~as ~~the~~approved ~~Merger~~by ~~Agreement~~CyberOptics ~~and~~management ~~the Merger; (ii) Parent because the Company’s “no shop” restrictions are breached in any material respect; or (iii) the Company~~ to ~~enter into a definitive agreement for a Superior Proposal. The termination fee will also~~ be ~~payable~~shared ~~if the Merger Agreement is terminated in certain circumstances after a Takeover Proposal~~ with ~~respect to at least 50 percent of the Company’s stock or assets has been publically disclosed and not withdrawn~~potential and the Company subsequently enters into a definitive agreement providing for, or consummates, an alternative transaction with respect to at least 50 percent of the Company’s stock or assets within one year after termination of the Merger Agreement.bidders:

The Merger Agreement also provides that the Company, on one hand, or Parent and Merger Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement.

	Year ending December 31,
$ in millions except per share amounts	2022		2023		2024
Revenue	$	106.9	$	123.0	$	142.0
Cost of goods		57.1		65.7		75.8
Gross margin		49.9		57.3		66.2
Research & development		12.3		12.9		13.8
Sales and marketing		12.2		13.6		15.2
General and administrative		7.5		7.7		8.2
Total Direct Operating Expenses		32.0		34.2		37.2
Operating income		17.8		23.1		29.0
Interest and other		0.3		0.5		0.8
Pre-tax income		18.2		23.6		29.8
Taxes		2.2		3.3		4.8
Net income	$	16.0	$	20.3	$	25.0
EPS	$	2.10	$	2.67	$	3.29

2. The ~~foregoing~~disclosure ~~description~~under of the ~~Merger~~heading ~~Agreement~~"The isMerger—Unaudited ~~qualified~~Prospective inFinancial ~~its entirety~~Information—Additional byFinancial ~~reference~~Information" toon ~~the~~page ~~full~~37 ~~text of the Merger Agreement, a copy of which~~ is ~~filed~~hereby asamended ~~Exhibit 2.1~~to ~~and~~add isthe ~~incorporated~~following ~~into this~~new ~~report~~paragraph bybelow ~~reference.~~the table:

The ~~Merger~~following ~~Agreement~~table ~~contains~~sets ~~representations~~forth ~~and~~prospective ~~warranties by each~~unlevered offree ~~Parent,~~cash ~~Merger~~flows ~~Sub and the Company. These representations and warranties were made solely~~ for the ~~benefit~~periods ~~of the parties to the Merger Agreement and~~indicated:

· should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; · may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement; · may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and · were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.

	Stub Period Ending December 31,		Year ending December 31,				Terminal
$ in millions	2022⁽²⁾		2023		2024		Year
Unlevered free cash flows ⁽¹⁾	$	6.7	$	15.0	$	19.4	$	22.6

~~Additional~~(1) ~~Information~~"Unlevered" free cash flows are a non-GAAP measure calculated as adjusted operating income plus depreciation and ~~Where~~amortization, toand ~~Find~~less Itcapital expenditures, changes in net working capital and taxes.

~~The Company, its directors and certain executive officers are participants in the solicitation of proxies from shareholders in connection with the proposed acquisition of the Company~~ (~~the “Merger”~~2)~~. The~~ ~~Company~~Represents ~~plans to file a proxy statement (~~the ~~“Merger~~period ~~Proxy~~from ~~Statement”)~~August ~~with the SEC in connection with the solicitation of proxies to approve the Merger. Craig D. Gates~~5, ~~Dr. Subodh~~2022 K. Kulkarni, Dr. Vivek Mohindra, Cheryl Beranek and Dr. Cordell Hardy, all of whom are members of the Company Board, and Jeffrey Bertelsen who is the Company’s Vice President, Chief Financial Officer, Chief Operating Officer and Secretary, are participants in the Company’s solicitation. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Merger Proxy Statement and other relevant documents to beDecember filed with the SEC in connection with the Merger. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2022 Annual Meeting of Shareholders (the “2022 Proxy Statement”)31, ~~which~~ ~~was filed with the SEC on March 28,~~ 2022. To the extent that holdings of the Company’s securities have changed since the amounts printed in the 2022 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

~~Promptly~~3. ~~after~~The ~~filing~~first ~~the~~paragraph ~~definitive~~under ~~Merger Proxy Statement with~~ the ~~SEC,~~ ~~the~~heading ~~Company~~"The ~~will mail the definitive~~ Merger—Unaudited ~~Proxy~~Prospective ~~Statement~~Financial ~~and~~Information—Additional aFinancial ~~proxy~~Information" ~~card~~that tobegins ~~each~~under ~~shareholder entitled to vote at~~ the ~~special meeting~~table toon ~~consider~~page ~~the~~37 ~~Merger.~~is ~~SHAREHOLDERS~~amended ~~ARE~~as URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.follows:

~~Shareholders~~Adjusted ~~may~~operating ~~obtain~~income, ~~free~~EBITDA, ofAdjusted ~~charge~~EBITDA, Adjusted ~~the~~net ~~preliminary~~income, and ~~definitive versions~~Adjusted ofearnings ~~the~~per ~~Merger~~share ~~Proxy~~and ~~Statement,~~unlevered ~~any~~free ~~amendments~~cash orflows ~~supplements~~are ~~thereto,~~non-GAAP ~~and~~financial ~~any~~measures ~~other~~within ~~relevant~~the ~~documents~~meaning of ~~filed~~the byapplicable ~~the~~rules ~~Company~~and ~~with~~ regulations of the SEC, which are financial measures that are not calculated in ~~connection~~accordance with ~~the~~GAAP. ~~Merger~~Non-GAAP financial atmeasures ~~the~~should ~~SEC’s~~not ~~website~~be ~~(http://www.sec.gov).~~viewed ~~Copies~~as ofa ~~the~~substitute ~~Company’s~~for ~~definitive~~GAAP ~~Merger~~financial measures ~~Proxy~~and ~~Statement~~may be different from non- GAAP financial measures used by other companies. Accordingly, ~~any~~non-GAAP ~~amendments~~financial ormeasures ~~supplements~~should ~~thereto~~be considered together with, and ~~any~~not ~~other~~as ~~relevant~~an ~~documents~~alternative ~~filed~~to, byfinancial ~~the~~measures ~~Company~~prepared in accordance with ~~the~~GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Additional Financial Information) in connection with a proposed transaction like the ~~Merger~~merger ~~will~~when ~~also~~the disclosure beis ~~available,~~included ~~free~~in ofa ~~charge~~document like this proxy statement. In addition, atreconciliations ~~the~~of ~~Company’s~~non- ~~investor~~GAAP ~~relations~~financial ~~website~~measures ~~(https://www.cyberoptics.com/investors/)~~to GAAP financial measures were not relied upon by Barclays for purposes of its opinion or by ~~contacting~~the CyberOptics Board in connection with its consideration of the ~~Company’s~~merger. ~~Investor~~Accordingly, ~~Relations~~CyberOptics athas ~~(763)~~not ~~542-5000~~provided a reconciliation of the EBITDA to the relevant GAAP financial measures.

~~Forward-Looking~~4. ~~Statements~~The disclosure under the heading “The Merger—Opinion of Barclays Capital, Inc.—Summary of Material Financial Analyses—Selected Comparable Company Analysis” is hereby amended by deleting the first two tables on page 46 of the Proxy Statement and replacing them with the following two tables:

~~This~~EV ~~communication~~as contains forward-looking statements that involve risks and uncertainties, including statements regarding (i) the ability to obtain shareholder and regulatory approvals for the transaction with Nordson Corporation, or the possibility that such approvals may delay the transaction or that such regulatory approval may result in the imposition of conditions that cause the parties to abandon the transaction; (ii) the risk that a ~~condition~~Multiple ~~to closing~~ of the merger may not be satisfied (iii) potential litigation relating to the proposed transaction that could be instituted against us or our directors; (iv) possible disruptions from the proposed transaction that could harm our business; (v) our ability to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers resulting from the announcement or completion of the merger; (vii) potential business uncertainty, including changes to existing business relationships during the pendency of the merger that could affect our financial performance; and (viii) certain restrictions during the pendency of the merger that may impact our ability to pursue certain business opportunities or strategic transactions. Although we have made these statements based on our experience and expectations regarding future events, there may be events or factors that we have not anticipated and other risks and uncertainties detailed in the periodic reports that the Company files with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2022, and Quarterly Report on Form 10-Q filed with the SEC on May 6, 2022, each of which may be obtained on the investor relations section of the Company’s website (https://www.cyberoptics.com/investors/). All forward-looking statements in this communication are based on information available to the Company as of the date of this communication, and the Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.EBITDA

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	2022E	2023E
Small Cap.
Nova Ltd.	15.8x	15.9x
Onto Innovation Inc.	13.2x	11.8x
Camtek Ltd.	11.7x	11.5x
Mycronic AB	12.6x	12.2x
FormFactor, Inc.	15.0x	12.2x
Small Cap. Median	13.2x	12.2x
Large Cap.
KLA Corporation	13.8x	13.9x
Lam Research Corporation	12.3x	12.2x
Applied Materials, Inc.	11.8x	11.3x
Teradyne, Inc.	16.5x	14.5x
Large Cap Median	13.1x	13.0x
Overall Median	13.2x	12.2x
Range	11.7x - 16.5x	11.3x - 15.9x

~~On August 7, 2022, the Company entered into an amendment to the~~P/E Severance Pay Agreement (as amended) with Jeffrey A. Bertelsen which clarifies that, for purposes of calculating the cash severance amount payable to Mr. Bertelsen pursuant to such agreement, which payment is equal to one times Mr. Bertelsen’s annual compensation (determined by averaging his annual compensation over the three-year period preceding the calendar year in which the Change in Control occurs), Mr. Bertelsen’s “annual compensation” shall be the gross annual base salary and gross annual cash incentive bonus paid to Mr. Bertelsen during such three-year period.

Item 8.01. Other Items.

	2022E	2023E
Small Cap.
Nova Ltd.	22.1x	21.8x
Onto Innovation Inc.	17.3x	16.0x
Camtek Ltd.	16.8x	16.7x
Mycronic AB	20.1x	19.3x
FormFactor, Inc.	23.7x	19.5x
Small Cap Median	20.1x	19.3x
Large Cap.
KLA Corporation	17.3x	16.5x
Lam Research Corporation	14.7x	14.1x
Applied Materials, Inc.	14.4x	13.2x
Teradyne, Inc.	25.5x	20.2x
Large Cap Median	16.0x	15.3x
Overall Median	17.3x	16.7x
Range	14.4x - 25.5x	13.2x - 21.8x

On5. ~~August 8,~~The ~~2022,~~disclosure under the ~~Company~~heading ~~issued~~“The aMerger—Opinion ~~press~~of ~~release~~Barclays ~~announcing execution~~Capital, Inc.—Summary of ~~the~~Material ~~Merger~~Financial ~~Agreement.~~Analyses—Selected APrecedent ~~copy~~Transaction ofAnalysis” is hereby amended by deleting the ~~press~~first ~~release~~table ison ~~included~~page as47 ~~Exhibit 99.1~~of the Proxy Statement and isreplacing ~~incorporated~~it bywith ~~reference.~~the following table:

Item 9.01. Financial Statements and Exhibits.

Date

Enterprise Value

EV/Revenue

EV/EBITDA

Announced

Acquiror

Target

($mm)

FTM

LTM

FTM

12/15/2021

Entegris, Inc.

CMC Materials, Inc.

6,475

5.16x

18.1x

17.6x

11/5/2021

EnPro Industries, Inc.

NxEdge, Inc.

850

N/A

12.1x

N/A

7/1/2021

MKS Instruments, Inc.

Atotech Ltd.

6,500

4.74x

19.3x

14.0x

5/10/2021

MKS Instruments, Inc.

Photon Control, Inc.

283

4.50x

16.5x

15.2x

3/25/2021

II-VI, Inc.

Coherent, Inc.

6,961

4.77x

44.9x

25.9x

12/16/2020

Ultra Clean Holdings, Inc.

Ham-Let (Israel-Canada) Ltd.

348

N/A

14.5x

N/A

6/24/2019

Nanometrics, Inc.

Rudolph Technologies, Inc.

698

2.59x

12.9x

13.7x

10/30/2018

MKS Instruments, Inc.

Electro Scientific Industries, Inc.

911

2.87x

6.6x

10.6x

3/19/2018

KLA-Tencor Corp.

Orbotech Ltd.

3,184

3.13x

16.7x

14.0x

4/26/2017

Kohlberg Kravis Roberts & Co. LP

Hitachi Kokusai Electric, Inc.

2,427

1.42x

15.2x

10.3x

2/2/2017

Veeco Instruments, Inc.

Ultratech, Inc.

541

2.53x

18.6x

16.5x

6/15/2016

ASML Holding NV

Hermes Microvision, Inc.

2,847

9.33x

39.5x

22.2x

3/16/2016

Coherent, Inc.

Rofin-Sinar Technologies, Inc.

802

1.56x

10.3x

10.4x

2/23/2016

MKS Instruments, Inc.

Newport Corp.

995

1.59x

10.4x

9.0x

2/4/2016

FormFactor, Inc.

Cascade Microtech, Inc.

323

2.17x

12.2x

11.5x

4/11/2014

AMETEK, Inc.

Zygo Corp.

293

N/A

12.3x

N/A

10/17/2012

ASML Holding NV

Cymer, Inc.

2,480

3.37x

22.4x

17.6x

~~(d)~~6. ~~Exhibits~~The second and third paragraphs under the heading “The Merger—Opinion of Barclays Capital, Inc.— Summary of Material Financial Analyses—Discounted Cash Flow Analysis” on page 48 of the Proxy Statement are amended as follows:

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated August 7, 2022, among CyberOptics Corporation, Nordson Corporation and Meta Merger Company*
10.1	Third Amendment to Severance Pay Agreement of Jeffrey A. Bertelsen
99.1	Press Release of the Company, dated August 8, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

To calculate the estimated enterprise value of CyberOptics using the discounted cash flow method, Barclays added (i) CyberOptics’ projected after-tax unlevered free cash flows for the remainder of fiscal year 2022 as of August 5, 2022 and fiscal years 2023 through 2024 based on the Additional Financial Information to (ii) the “terminal value” of CyberOptics as of the end of fiscal year 2024, and discounted such amount to its present value using a mid-year convention and range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected Adjusted operating income and adding depreciation and amortization (excluding amortization of purchased intangibles), subtracting capital expenditures and adjusting for changes in working capital, in each case based on the Additional Financial Information. The residual value of CyberOptics at the end of the forecast period, or “terminal value,” was estimated in two ways, first by selecting a range of perpetuity growth rates of 3.0% to 5.0%, which were derived by Barclays utilizing its professional judgment and experience, taking into account the Additional Financial Information and market expectations as well as trends in the economy generally and in the industries and sectors in which CyberOptics operates (the “Perpetuity Growth Method”), and second, by selecting a range of terminal value multiples based on LTM Adjusted EBITDA exit multiples for the year ending December 31, 2024 of 12.0x to 15.0x, which was derived by Barclays’ utilizing its professional judgement and experience and applying such range to the Additional Financial Information as well as trends in the economy generally and in the industries and sectors in which CyberOptics operates (the “Exit Multiple Method”). The range of after-tax discount rates of 11.0% to 13.0% was selected based on an analysis of the weighted average cost of capital of CyberOptics and the comparable companies used in the section of this Proxy Statement titled “The Merger—Opinion of Barclays Capital, Inc.—Summary of Material Financial Analyses—Selected Comparable Company Analysis.”

*Barclays then calculated a range of implied prices ~~Schedules~~per ~~and~~share ~~exhibits~~of ~~omitted~~CyberOptics ~~pursuant~~for tothe ~~Item~~Perpetuity ~~601~~Growth Method by subtracting estimated net debt as of August 5, 2022 (b$36.1 million) from the estimated enterprise value using the Perpetuity Growth Method described above and dividing such amount by the fully diluted number of shares of CyberOptics common stock based on information provided by management of CyberOptics (2) 7,421,521 shares of ~~Regulation~~CyberOptics ~~S-K.~~common stock ~~The~~(including ~~Company~~8,000 ~~will~~shares ~~furnish~~of ~~supplementally~~CyberOptics restricted stock), 53,401 CyberOptics RSU awards and 336,900 options with a ~~copy~~weighted average ofstrike ~~any~~price ~~omitted~~of ~~schedule~~$18.15, orcalculated ~~exhibit~~using totreasury ~~the~~stock ~~SEC~~method ~~upon~~at ~~request~~each price). ~~The~~Barclays ~~Company~~also ~~may~~then ~~request~~calculated ~~confidential~~a ~~treatment~~range ~~pursuant~~of toimplied ~~Rule 24b-2~~prices per share of CyberOptics for the ~~Securities~~Exit ~~Exchange~~Multiple ~~Act~~Method ofby ~~1934,~~subtracting estimated net debt as ~~amended~~of August 5, ~~for~~2022 ~~any~~from ~~schedules~~the orestimated ~~exhibits~~enterprise value sousing ~~furnished~~the Exit Multiple Method described above and dividing such amount by the fully diluted number of shares of CyberOptics common stock based on information provided by management of CyberOptics. The following summarizes the result of these calculations:

~~Signature~~7. The first paragraph under the heading “The Merger—Opinion of Barclays Capital, Inc.—Other Factors—Analyst Price Target Analysis” on page 49 of the Proxy Statement is amended as follows:

~~Pursuant~~Barclays toreviewed the ~~requirements~~twelve-month price target for shares of ~~the~~CyberOptics ~~Securities~~common ~~Exchange~~stock ~~Act~~published ofby ~~1934~~Craig-Hallum, the ~~Registrant~~research ~~has~~analyst ~~duly~~covering ~~caused~~CyberOptics. ~~this~~The ~~report~~publicly available per share price target published by such research analyst does not necessarily reflect current market trading prices for CyberOptics common stock and the estimate is subject to beuncertainties, ~~signed~~including onfuture ~~its~~financial ~~behalf~~performance byof CyberOptics and future market conditions. Barclays noted that the ~~undersigned~~twelve-month ~~hereunto~~price ~~duly~~target ~~authorized~~for shares of CyberOptics common stock published was $58.00. The research analyst price target was used for informational purposes only and was not included in Barclays’ financial analysis.

Date: August 8, 2022	CyberOptics Corporation
	By:	/s/ Jeffrey Bertelsen
		Chief Financial Officer and Secretary

Cautionary Note Regarding Forward-Looking Statements

Statements in this filing contain forward-looking statements that involve risks and uncertainties, including statements regarding (i) the ability to obtain shareholder and regulatory approvals for the transaction with Nordson Corporation, or the possibility that such approvals may delay the transaction or that such regulatory approval may result in the imposition of conditions that cause the parties to abandon the transaction; (ii) the risk that a condition to closing of the merger may not be satisfied; (iii) potential litigation relating to the proposed transaction that could be instituted against us or our directors; (iv) possible disruptions from the proposed transaction that could harm our business; (v) our ability to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers resulting from the announcement or completion of the merger; (vii) potential business uncertainty, including changes to existing business relationships during the pendency of the merger that could affect our financial performance; and (viii) certain restrictions during the pendency of the merger that may impact our ability to pursue certain business opportunities or strategic transactions. Although we have made these statements based on our experience and expectations regarding future events, there may be events or factors that we have not anticipated and other risks and uncertainties detailed in the periodic reports that the Company files with the SEC, including the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2022, Quarterly Report on Form 10-Q filed with the SEC on May 6, 2022 and Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022, each of which may be obtained on the investor relations section of the Company's website (https://www.cyberoptics.com/investors/). All forward-looking statements in this communication are based on information available to the Company as of the date of this communication, and the Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Important Information for Investors and Shareholders

This communication may be deemed to be solicitation material in respect of the proposed acquisition of CyberOptics by Nordson. In connection with the proposed transaction, CyberOptics filed with the SEC a definitive proxy statement on September 26, 2022. Promptly after filing its definitive proxy statement with the SEC, CyberOptics mailed the definitive proxy statement and a proxy card to each shareholder of CyberOptics entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the proxy statement or any other document that CyberOptics has filed or may file with the SEC or send to its shareholders in connection with the proposed transaction. CYBEROPTICS SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CYBEROPTICS' PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders will be able to obtain the documents free of charge on the SEC's website at www.sec.gov. You may also obtain any of the documents that we file with the SEC, without charge, by requesting them in writing from us at the following address: CyberOptics Corporation, 5900 Golden Hills Drive, Minneapolis, MN 55416, Attention: Investor Relations

Participants in the Solicitation

CyberOptics and its directors and officers may be deemed participants in the solicitation of proxies of CyberOptics's shareholders in connection with the proposed transaction. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of CyberOptics's executive officers and directors in the solicitation by reading CyberOptics's proxy statement dated September 26, 2022 and other relevant materials filed with the SEC in connection with the proposed transaction. Information concerning the interests of CyberOptics's participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is forth in the proxy statement relating to the proposed transaction. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 21, 2022		CyberOptics Corporation


	By:	/s/ Jeffrey Bertelsen
		Chief Financial Officer and Secretary

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