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): ~~October~~ ~~21,~~November ~~2022 (October 21~~3, 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)

¨	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 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~~Introductory ~~8.01~~Note ~~Other Events.~~

OnAs previously disclosed, 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 anthat certain Agreement and Plan of Merger (the "“Merger Agreement"”). with ~~Pursuant~~Nordson toCorporation ~~the~~(“Parent”) and Meta Merger ~~Agreement,~~Company (“Merger Sub”), ~~will~~a ~~merge~~wholly ~~with~~owned ~~and~~subsidiary ~~into~~of ~~CyberOptics~~Parent, ~~whereupon~~providing for the ~~separate~~merger ~~existence~~ of Merger Sub ~~will~~with ~~cease,~~ and ~~CyberOptics~~into ~~will be~~ the ~~surviving~~Company ~~company as a wholly owned subsidiary of Nordson~~ (the "“Merger"”).

~~Under~~On November 3, 2022 (the ~~Merger~~“Closing ~~Agreement~~Date”), atupon the ~~effective time~~terms ofand subject to the ~~Merger,~~conditions ~~each~~set ~~issued~~forth in the Merger Agreement and ~~outstanding~~in ~~share~~accordance ofwith ~~common~~the ~~stock~~applicable provisions of the ~~Company~~internal (laws of the ~~"Company~~State ~~Common~~of ~~Stock")~~Minnesota, ~~subject~~the toMerger ~~certain exceptions~~was ~~set~~completed. ~~forth~~At inthe effective time of the Merger ~~Agreement,~~(the ~~will~~“Effective beTime”), ~~canceled~~the ~~and~~separate corporate ~~extinguished~~existence ~~and~~of ~~will~~Merger beSub ~~converted~~ceased, ~~into~~and the ~~right~~Company tosurvived ~~receive~~the ~~$54.00 in~~Merger ~~cash,~~as ~~without~~a ~~interest~~wholly ~~(the~~owned ~~"Merger~~subsidiary ~~Consideration")~~of Parent.

~~Following~~Item ~~the filing of CyberOptics' preliminary proxy statement associated with the Merger with the SEC on September 12, 2022, Shiva Stein filed a complaint captioned Stein v~~2. ~~CyberOptics Corporation, et al~~01., ~~Case~~Completion ~~No. 1:22-cv-7823, in the United States District Court for the Southern District~~ of ~~New~~Acquisition York (the "Stein Complaint"). The Stein Complaint generally alleges that CyberOptics' preliminary proxy statement omits material information with respect to the Merger and that, as a result, CyberOptics and each member of the CyberOptics' Board of Directors (the "CyberOptics Board") violated Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and that each CyberOptics Board member violated Section 20(a) of the Exchange Act. The Stein Complaint also alleges that all defendants also violated 17 C.F.R. § 244.100. The Complaint seeks (i) injunctive relief; (ii) rescission in the event the Merger is consummated or ~~alternatively~~Disposition rescissory damages; (iii) granting an accounting for all damages suffered, (iv) plaintiff's attorneys' and experts' fees and costs; and (v) other such relief that the court 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 United States District Court for the Southern District of ~~New York (the "Taylor Complaint")~~Assets. 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.

OnAs ~~September~~described 26above, ~~2022,~~at ~~CyberOptics~~the ~~filed~~Effective Time on the ~~definitive~~Closing Date, Parent ~~merger~~completed ~~proxy~~its ~~statement~~previously (announced acquisition of the ~~"Proxy~~Company. ~~Statement")~~As a result of the Merger, the Company became a wholly owned subsidiary of Parent.

~~CyberOptics~~At ~~and~~ the ~~individual~~Effective ~~defendants~~Time, ~~believe that~~each ~~CyberOptics~~issued ~~has previously disclosed all information required to be disclosed to ensure that its shareholders can make an informed vote at the Special Meeting (as defined below)~~ and ~~that~~outstanding ~~the~~share ~~additional~~of ~~disclosures requested by the plaintiffs are not required by the~~common ~~federal~~stock ~~securities~~of ~~laws or Minnesota law~~CyberOptics, ~~and~~no ~~are~~par ~~otherwise~~value ~~immaterial.~~per ~~Accordingly,~~share ~~CyberOptics~~(“Common ~~and the individual defendants believe the claims asserted in the Merger Complaints are without merit. However~~Stock”), insubject ~~order~~ to ~~reduce~~certain ~~the costs~~exceptions, ~~risks~~was ~~and~~automatically ~~uncertainties inherent~~converted ininto ~~litigation,~~the ~~CyberOptics~~right ~~has determined voluntarily~~ to ~~supplement~~receive ~~the Proxy Statement as described in this Current Report on Form 8-K (the "Report")~~$54.00 ~~Nothing~~ in ~~this Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary~~cash, ~~CyberOptics~~without ~~and~~interest (the ~~CyberOptics board of directors specifically deny all allegations in the~~ “Merger ~~Complaints that any additional disclosure was or is required~~Consideration”).

~~The~~At ~~CyberOptics'~~the ~~Board~~Effective ~~recommends~~Time, each stock option that ~~you vote:~~was ~~(1)~~vested ~~"FOR"~~immediately prior to the ~~adoption~~Effective ofTime ~~the~~and ~~merger~~each ~~agreement;~~stock ~~(2)~~option ~~"FOR"~~that was unvested immediately prior to the ~~compensation~~Effective ~~that~~Time ~~will~~(“Unvested orStock ~~may~~Option”) and ~~become~~was ~~payable~~held by ~~CyberOptics~~ toindividuals ~~its~~who ~~named~~are ~~executive~~employees ~~officers~~of inCyberOptics ~~connection~~immediately ~~with~~prior to the ~~merger;~~Effective ~~and~~Time ~~(3)~~but ~~"FOR"~~who will not be employed by the surviving ~~adjournment~~corporation, Parent or any of their respective affiliates immediately following the ~~special~~Merger ~~meeting, from~~was ~~time~~cancelled and converted in to the ~~time,~~right to areceive ~~later~~an ~~date~~amount orin ~~dates,~~cash ifequal ~~necessary~~to orthe ~~appropriate~~(i) asaggregate ~~determined~~number inof ~~good~~shares ~~faith~~of bythe ~~CyberOptics'~~Company’s ~~Board~~Common ofStock ~~Directors,~~ subject to ~~solicit~~such stock ~~additional~~option ~~proxies~~multiplied ifby ~~there~~(ii) ~~are~~the ~~insufficient~~excess, ~~votes~~if toany, ~~adopt~~of the ~~merger~~Merger ~~agreement~~Consideration atover the ~~time~~per ofshare ~~the~~exercise ~~special~~price ~~meeting~~for such stock option.

~~These~~At ~~supplemental~~the ~~disclosures~~Effective ~~will~~Time, ~~not~~each ~~affect~~Unvested Stock Option that was held by individuals who remain employed by the ~~merger~~surviving ~~consideration~~corporation and its subsidiaries or who become employed by Parent or one of its subsidiaries, in each case, as of the ~~timing~~Effective Time, was converted into an option to acquire a number of ~~CyberOptics'~~Parent ~~Special~~shares ~~Meeting~~of common stock equal to the product of ~~Shareholders~~(i) ~~scheduled~~the ~~for~~number ~~November~~of 2shares of the Company’s Common Stock subject to the option multiplied by (ii) a fraction, ~~2022~~or equity exchange ratio, atthe ~~10:00~~numerator 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 Stock Market LLC (“Nasdaq”) (as reported by Bloomberg L.mP. ~~Central~~or such ~~time~~other ~~(the~~authoritative ~~"Special~~source ~~Meeting"~~as mutually agreed between Parent and CyberOptics) on each of the five consecutive trading days ending with the second complete trading day immediately prior to the Closing Date, ~~which~~with ~~will~~the benumber ~~held~~of atshares rounded down to the nearest whole share. The exercise price for these converted options equals the exercise price for each share of the Company’s Common Stock subject to CyberOptics ~~headquarters~~option ~~located~~divided atby ~~5900~~the ~~Golden~~equity ~~Hills~~exchange ~~Drive,~~ratio ~~Minneapolis~~(rounded up to the nearest whole cent). Otherwise, each converted Unvested Stock MNOption ~~55416~~has substantially identical terms and conditions to those applicable to such Unvested Stock Option immediately prior to the Merger.

IfAt ~~you~~the ~~have~~Effective ~~any~~Time, ~~questions~~each orrestricted ~~need~~stock ~~assistance~~unit ~~voting~~of CyberOptics (“Company ~~your~~RSU”) that was outstanding immediately prior to the effective time of the Merger became fully vested and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares, ~~please~~of ~~contact~~the ~~CyberOptics'~~Company’s Common ~~proxy~~Stock ~~solicitor:~~subject to such Company RSU.

~~Okapi~~At ~~Partners 1212 Avenue of~~ the ~~Americas,~~Effective ~~24th Floor New York~~Time, NYeach ~~10036 Shareholders~~outstanding ~~call~~unvested ~~toll-free:~~restricted ~~(877)~~stock ~~274-8654~~award ~~Banks~~of ~~and~~CyberOptics ~~brokers~~was ~~call~~canceled ~~collect:~~in ~~(212)~~accordance ~~297-0720~~with its terms.

~~Supplemental~~The ~~Disclosures~~foregoing description of the Merger Agreement and transactions contemplated thereby is subject to ~~Proxy~~and ~~Statement~~qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein.

~~This~~Item ~~supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety~~3. ~~Defined terms used but not defined below have the meanings set forth in the Proxy Statement~~01. ~~All~~Notice ~~page~~of ~~references~~Delisting inor ~~the~~Failure ~~information below are~~ to ~~pages~~Satisfy ina ~~the~~Continued ~~Proxy~~Listing ~~Statement.~~Rule ~~Paragraph references used herein refer to the Proxy Statement before any additions~~ or ~~deletions~~Standard; ~~resulting~~Transfer from the supplemental disclosures. Where appropriate, bolded text shows text being added to a referenced disclosure in the Proxy Statement and strikethrough text shows text being removed from the Proxy Statement. The information contained herein speaks only as of ~~October 21, 2022 unless the information indicates another date applies~~Listing.

1.On ~~The~~the ~~disclosure~~Closing ~~under~~Date, the ~~heading~~Company ~~"The~~notified Nasdaq that the Merger~~—Unaudited~~ ~~Prospective~~had been ~~Financial~~completed, ~~Information—Financial~~and ~~Information"~~requested that Nasdaq suspend trading of the Common Stock on ~~page~~Nasdaq ~~37,~~and isremove ~~deleted~~the Common Stock from listing on Nasdaq, in ~~its~~each ~~entirety~~case, at the close of business on the Closing Date. The Company also requested that Nasdaq file with the SEC a notification of removal from listing on Form 25 to delist the Common Stock from Nasdaq and ~~replaced~~to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On the Closing Date, in accordance with the ~~following:~~Company’s request, Nasdaq filed the Form 25 with the SEC.

~~Financial~~Following ~~Forecasts~~the effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination on Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Common Stock.

The ~~following~~information ~~table~~set ~~sets~~ forth ~~figures contained~~ in the ~~Financial~~Introductory ~~Forecast,~~Note asabove ~~shared~~and ~~with~~in ~~the~~Item 2.01 ~~CyberOptics~~is ~~Board~~incorporated ~~and as approved~~ by ~~CyberOptics~~reference ~~management~~into tothis beItem ~~shared with potential bidders:~~3.01.

	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

Item 3.03.

Material Modification to Rights of Security Holders.

2. The ~~disclosure~~information ~~under~~set ~~the~~forth ~~heading~~in ~~"The~~the ~~Merger—Unaudited~~Introductory ~~Prospective~~Note ~~Financial~~above ~~Information—Additional~~and ~~Financial~~in ~~Information"~~Item 2.01 onand ~~page~~Item 373.01 is ~~hereby~~incorporated ~~amended~~by toreference ~~add~~into ~~the~~this ~~following~~Item ~~new paragraph below the table:~~3.03.

~~The~~Item ~~following~~5.01. ~~table~~Changes ~~sets~~in ~~forth~~Control ~~prospective~~of ~~unlevered free cash flows for the periods indicated:~~Registrant.

	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

The information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item 5.01.

~~(1)~~Item ~~"Unlevered"~~5.02. ~~free~~Departure ~~cash~~of ~~flows~~Directors ~~are~~or aCertain ~~non-GAAP~~Officers; ~~measure~~Election ~~calculated~~of asDirectors; ~~adjusted~~Appointment ~~operating~~of ~~income~~Certain ~~plus~~Officers; ~~depreciation~~Compensatory ~~and~~Arrangements ~~amortization,~~of ~~and~~Certain ~~less capital expenditures, changes in net working capital and taxes~~Officers.

~~(2) Represents the period from August 5, 2022 to December 31, 2022.~~Directors

3.Pursuant ~~The~~to ~~first~~the ~~paragraph~~Merger ~~under~~Agreement, effective at the ~~heading~~Effective ~~"The~~Time, each ~~Merger—Unaudited~~of ~~Prospective~~Subodh ~~Financial~~Kulkarni, ~~Information—Additional~~Craig ~~Financial~~Gates, ~~Information"~~Vivek ~~that~~Mohindra, ~~begins~~Cheryl ~~under~~Beranek ~~the~~and ~~table~~Cordell onHardy ~~page~~ceased 37to isbe ~~amended~~directors of the Company. Additionally, effective as ~~follows:~~of the Effective Time, Jennifer McDonough and Joseph Kelley became the sole directors of the Company.

~~Adjusted~~Executive operating income, EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted earnings per share and unlevered free cash flows are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non- GAAP financial measures used by other companies. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with 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 when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non- GAAP financial measures to GAAP financial measures were not relied upon by Barclays for purposes of its opinion or by the CyberOptics Board in connection with its consideration of the merger. Accordingly, CyberOptics has not provided a reconciliation of the EBITDA to the relevant GAAP financial measures.Officers

4.Pursuant ~~The~~to ~~disclosure~~the ~~under~~Merger ~~the~~Agreement, ~~heading~~effective ~~“The~~at ~~Merger—Opinion~~the Effective Time, each of ~~Barclays~~Subodh ~~Capital,~~Kulkarni ~~Inc~~– President and Chief Executive Officer and Jeffrey A.~~—Summary~~ ofBertelsen ~~Material~~- Vice President, Chief Financial ~~Analyses—Selected~~Officer and ~~Comparable~~Chief ~~Company~~Operating ~~Analysis”~~Officer isceased ~~hereby~~to ~~amended~~be byexecutive ~~deleting~~officers of the ~~first~~Company. ~~two~~Following ~~tables~~the onEffective ~~page~~Time, 46the officers of the ~~Proxy~~Company are ~~Statement~~as follows: Joseph Kelley, Chief Executive Officer and ~~replacing~~Chief ~~them~~Financial ~~with~~Officer, ~~the~~and ~~following~~Jennifer ~~two~~McDonough, ~~tables:~~Secretary.

EVItem as5.03. aAmendments ~~Multiple~~to Articles of ~~EBITDA~~ Incorporation or Bylaws; Change in Fiscal Year.

	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

Certificate of Incorporation

~~P/E~~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.

	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

Bylaws

5.Immediately ~~The~~after ~~disclosure under~~ the ~~heading~~Effective ~~“The Merger—Opinion of Barclays Capital~~Time, ~~Inc.—Summary~~the Bylaws of ~~Material~~the ~~Financial~~Company ~~Analyses—Selected~~were amended ~~Precedent~~and ~~Transaction~~restated ~~Analysis”~~as isset ~~hereby~~forth ~~amended~~in ~~by deleting~~ the ~~first~~Bylaws ~~table~~that onare ~~page~~filed 47as ofExhibit ~~the~~3.2 ~~Proxy~~hereto ~~Statement~~ and ~~replacing~~are itincorporated ~~with~~herein ~~the~~by ~~following table:~~reference.

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

Item 5.07.

Submission of Matters to a Vote of Security Holders.

6.On ~~The~~November ~~second~~2, ~~and~~2022, ~~third~~the ~~paragraphs~~Company ~~under~~held ~~the~~a ~~heading~~special meeting (the “~~The~~Special Meeting”) of its shareholders to approve the Merger~~—Opinion~~ ofAgreement ~~Barclays~~and ~~Capital,~~the ~~Inc~~transactions to be consummated thereby.— ~~Summary~~As of ~~Material~~the ~~Financial~~September 16, ~~Analyses—Discounted~~2022 ~~Cash~~record ~~Flow~~date ~~Analysis”~~for onthe ~~page~~Special 48Meeting, there were 7,426,209 shares of ~~the~~common ~~Proxy~~stock ~~Statement~~issued ~~are~~and ~~amended~~outstanding asand ~~follows:~~4,786,994 shares were represented at the Special Meeting.

ToEach ~~calculate the estimated enterprise value~~ of ~~CyberOptics~~ ~~using~~ the ~~discounted~~proposals ~~cash~~presented 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~~approved by ~~taking~~ the ~~tax-affected~~ ~~Adjusted~~shareholders ~~operating income and adding depreciation and amortization (excluding amortization of purchased intangibles), subtracting~~entitled ~~capital~~to ~~expenditures~~vote ~~and~~at ~~adjusting for changes in working capital, in each case based on~~ the ~~Additional~~Special ~~Financial Information~~Meeting. ~~The~~As ~~residual value of CyberOptics at the end of the forecast period, or “terminal value,” was estimated in two ways, first by selecting~~ a ~~range~~result of ~~perpetuity~~shareholder ~~growth~~approval ~~rates~~ of ~~3.0% to 5.0%, which were derived by Barclays utilizing its professional judgment and experience, taking into account~~ the ~~Additional~~proposal ~~Financial~~to ~~Information~~approve ~~and market expectations as well as trends in~~ the ~~economy~~Merger ~~generally~~Agreement ~~and in the industries and sectors in which CyberOptics operates~~ (~~the~~Proposal ~~“Perpetuity Growth Method”~~1), ~~and second, by selecting a~~the ~~range~~Company ofdid ~~terminal~~not ~~value~~utilize ~~multiples based on LTM Adjusted EBITDA exit multiples for~~ the ~~year~~discretionary ~~ending~~authority ~~December~~granted ~~31, 2024 of 12.0x to 15.0x, which was derived~~ by ~~Barclays’~~shareholder ~~utilizing~~approval ~~its~~of ~~professional judgement and experience and applying such range to~~ the ~~Additional~~proposal 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%~~approve ~~was selected based on an analysis of~~ the ~~weighted~~adjournment ~~average cost~~ of ~~capital of CyberOptics and~~ the ~~comparable companies used in the section of this Proxy Statement titled “The Merger—Opinion~~ ofSpecial ~~Barclays~~Meeting ~~Capital,~~(Proposal ~~Inc~~3).~~—Summary of Material Financial Analyses—Selected Comparable Company Analysis.”~~

~~Barclays then calculated a range of implied prices per share of CyberOptics for the Perpetuity Growth Method by subtracting estimated net debt as of August 5, 2022 ($36.~~1. The ~~million) from~~proposal ~~the~~to ~~estimated~~adopt ~~enterprise value using~~ the ~~Perpetuity Growth Method described above and dividing such amount by the fully diluted number~~ ofMerger ~~shares~~Agreement ofwas ~~CyberOptics~~approved ~~common stock~~ based on information provided by management of CyberOptics (7,421,521 shares of CyberOptics common stock (including 8,000 shares of CyberOptics restricted stock), 53,401 CyberOptics RSU awards and 336,900 options with a weighted average strike price of $18.15, calculated using treasury stock method at each price). Barclays also then calculated a range of implied prices per share of CyberOptics for the Exit Multiple Method by subtracting estimated net debt as of August 5, 2022 from the estimated enterprise value using 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~~votes:

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:

For			4,759,725
Against			24,583
Abstentions			2,676
Broker non-votes			0

~~Barclays~~2. The ~~reviewed~~proposal ~~the~~to ~~twelve-month price target~~approve, ~~for~~on ~~shares~~a ofnon-binding, ~~CyberOptics~~advisory ~~common stock published by Craig-Hallum~~basis, the ~~research~~compensation ~~analyst~~that ~~covering~~will ~~CyberOptics.~~or ~~The~~may ~~publicly~~become ~~available per~~payable ~~share price target published~~ by ~~such research analyst does not necessarily reflect current market trading prices for CyberOptics common stock and~~ the ~~estimate~~Company ~~is subject~~ to ~~uncertainties,~~its ~~including~~named ~~future~~executive ~~financial~~officers ~~performance~~in ~~of CyberOptics and future market conditions.~~connection ~~Barclays~~with ~~noted that~~ the ~~twelve-month~~Merger ~~price target for shares of CyberOptics common stock published~~ was ~~$58.00.~~approved ~~The~~based ~~research~~on ~~analyst~~the ~~price target~~following ~~was used for informational purposes only and was not included in Barclays’ financial analysis.~~votes:

Cautionary Note Regarding Forward-Looking Statements

For			3,955,587
Against			601,546
Abstentions			229,851
Broker non-votes			0

~~Statements~~Item 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 transactions9. 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://www01.~~cyberoptics.com/investors/).~~ ~~All~~Financial ~~forward-looking~~Statements ~~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 lawExhibits.

~~Important~~(d) ~~Information for Investors and Shareholders~~Exhibits.

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

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated August 7, 2022, among CyberOptics Corporation, Nordson Corporation and Meta Merger Company (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K dated August 8, 2022).

3.1		Amended and Restated Articles of Incorporation of CyberOptics Corporation.
3.2		Amended and Restated Bylaws of CyberOptics Corporation.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

~~Participants in the Solicitation~~SIGNATURES

~~CyberOptics~~Pursuant ~~and~~to ~~its directors and officers may be deemed participants in~~ the ~~solicitation~~requirements of ~~proxies of CyberOptics's shareholders in connection with~~ the ~~proposed~~Securities ~~transaction.~~Exchange ~~Security holders~~Act ~~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~~1934, ~~2022 and other relevant materials filed~~ ~~with~~ the ~~SEC~~registrant inhas ~~connection~~duly ~~with~~caused ~~the~~this ~~proposed~~report ~~transaction.~~to ~~Information concerning the interests of CyberOptics's participants in the solicitation, which may, in some cases,~~ be ~~different~~signed ~~than~~on ~~those~~its ofbehalf ~~their~~by ~~stockholders generally, is forth in~~ the ~~proxy~~undersigned ~~statement~~hereunto ~~relating~~duly ~~to the proposed transaction~~authorized. ~~Free copies of these documents, when available, may be obtained as described in the preceding paragraph.~~

~~Item~~CyberOptics 9Corporation /s/ Jennifer L.~~01.~~ ~~Financial~~McDonough ~~Statements~~Name: ~~and~~Jennifer ~~Exhibits~~L. McDonough Title: Secretary

~~(d)~~Dated: ~~Exhibits~~November 3, 2022

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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