--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-114487" form_type: "8-K" ticker: null cik: "0000768411" company_name: "CYBEROPTICS CORP" filed_at: "2022-11-03T23:59:59+00:00" generated_at: "2026-06-22T10:28:22.804964+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Nordson completes acquisition of CyberOptics for $54.00 per share; stock delisted ## Summary - Shareholders received $54.00 cash per share; CyberOptics became wholly owned subsidiary of Nordson. - Nasdaq trading suspended at close of Nov 3, 2022; Form 25 filed to delist and deregister. - All prior directors and officers (Subodh Kulkarni, Craig Gates, etc.) ceased; new directors: Jennifer McDonough, Joseph Kelley; Joseph Kelley CEO/CFO. - Shareholders approved merger on Nov 2, 2022: 4,759,725 for, 24,583 against, 2,676 abstentions. ## SEC filing metadata - accession: 0001104659-22-114487 - form_type: 8-K - cik: 0000768411 - company_name: CYBEROPTICS CORP - filed_at: 2022-11-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/tm2229682d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-114487 - JSON: https://secwatch.observer/filing/0001104659-22-114487.json - Plain text: https://secwatch.observer/filing/0001104659-22-114487.txt ## Key facts - Executive change Vivek Mohindra departed as Director at CYBEROPTICS CORP. - Action: ceased - Role: Director source text: each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Subodh Kulkarni departed as President and Chief Executive Officer at CYBEROPTICS CORP. - Action: ceased - Role: President and Chief Executive Officer source text: each of Subodh Kulkarni – President and Chief Executive Officer and Jeffrey A. Bertelsen - Vice President, Chief Financial Officer and Chief Operating Officer ceased to be executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Cordell Hardy departed as Director at CYBEROPTICS CORP. - Action: ceased - Role: Director source text: each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Joseph Kelley was appointed as Director at CYBEROPTICS CORP. - Action: became - Role: Director source text: Jennifer McDonough and Joseph Kelley became the sole directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Jeffrey A. Bertelsen departed as Vice President, Chief Financial Officer and Chief Operating Officer at CYBEROPTICS CORP. - Action: ceased - Role: Vice President, Chief Financial Officer and Chief Operating Officer source text: each of Subodh Kulkarni – President and Chief Executive Officer and Jeffrey A. Bertelsen - Vice President, Chief Financial Officer and Chief Operating Officer ceased to be executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Subodh Kulkarni departed as Director at CYBEROPTICS CORP. - Action: ceased - Role: Director source text: each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Cheryl Beranek departed as Director at CYBEROPTICS CORP. - Action: ceased - Role: Director source text: each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Joseph Kelley was appointed as Chief Executive Officer and Chief Financial Officer at CYBEROPTICS CORP. - Action: became - Role: Chief Executive Officer and Chief Financial Officer source text: Joseph Kelley, Chief Executive Officer and Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Jennifer McDonough was appointed as Secretary at CYBEROPTICS CORP. - Action: became - Role: Secretary source text: Jennifer McDonough, Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Jennifer McDonough was appointed as Director at CYBEROPTICS CORP. - Action: became - Role: Director source text: Jennifer McDonough and Joseph Kelley became the sole directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Executive change Craig Gates departed as Director at CYBEROPTICS CORP. - Action: ceased - Role: Director source text: each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Governance Changes CYBEROPTICS CORP: Amended and restated Articles of Incorporation at the Effective Time. - Change: charter amendment source text: At the Effective Time, the Articles of Incorporation of the Company were amended and restated as set forth in the Articles of Incorporation that are filed as Exhibit 3.1 hereto and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Governance Changes CYBEROPTICS CORP: Amended and restated Bylaws at the Effective Time. - Change: bylaw amendment source text: Immediately after the Effective Time, the Bylaws of the Company were amended and restated as set forth in the Bylaws that are filed as Exhibit 3.2 hereto and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - M&A Transactions CYBEROPTICS CORP underwent a change of control involving Nordson Corporation for $54.00 per share in cash (closed 2022-11-03). - Action: change of control - Counterparty: Nordson Corporation - Consideration: $54.00 per share in cash - Closing: 2022-11-03 source text: outstanding share of common stock of CyberOptics, no par value per share (“Common Stock”), subject to certain exceptions, was automatically converted into the right to receive $54.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, each stock option that was vested immediately prior to the Effective Time and each stock option that evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Shareholder Votes CYBEROPTICS CORP shareholders approved Adoption of the Merger Agreement at the 2022-11-02 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-11-02 source text: The proposal to adopt the Merger Agreement was approved based on the following votes: For 4,759,725 Against 24,583 Abstentions 2,676 Broker non-votes 0 evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm - Shareholder Votes CYBEROPTICS CORP shareholders approved Advisory vote on compensation payable to named executive officers in connection with the Merger at the 2022-11-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-11-02 source text: The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger was approved based on the following votes: For 3,955,587 Against 601,546 Abstentions 229,851 Broker non-votes 0 evidence_url: https://www.sec.gov/Archives/edgar/data/768411/000110465922114487/0001104659-22-114487-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.