UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) : ~~February~~FEBRUARY 118, 2005

ROBOTIC VISION SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE		0-8623		11-2400145
(State of incorporation)		(Commission File No.)		(IRS Employer Identification No. )

486 AMHERST STREET

NASHUA, NEW HAMPSHIRE 03063

(Address of principal executive offices)

Registrant’s telephone number: (603) 598-8400

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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 18, 2005, the U.S. Bankruptcy Court for the District of New Hampshire issued an order approving the sale of the assets comprising the company’s Vanguard line of tooling used in ball grid array products and systems, inventories, related intellectual property rights and certain other assets used in that business, to On Target Systems & Services, Inc. The sale is being made under the terms of an asset purchase agreement dated as of February 5, 2005, which is anticipated to close on or before March 4, 2005. The purchase price for the assets includes $950,000 in cash and the assumption of certain accounts payable and other operating liabilities. The company anticipates entering into an amendment to the asset purchase agreement prior to closing amending the purchase price as described above.

The Company’s Vanguard line is used in ball grid array and chip scale package assembly for Intel Corporation’s semiconductor connection business.

ITEM 8.01 OTHER EVENTS.

~~Robotic~~On ~~Vision~~February ~~Systems~~18, ~~Inc.~~2005, (the ~~“Company”~~company )terminated isthe ~~filing~~employment ~~with~~of ~~this~~Earl ~~Current~~H. ~~Report~~Rideout, a ~~copy~~Senior ofVice ~~its~~President, ~~Monthly~~in ~~Operating~~anticipation ~~Reports~~of ~~for~~ the ~~monthly~~sale ~~period~~of ~~ended~~the ~~December~~Company’s ~~31,~~SEG ~~2004 that it filed on February 1~~division, ~~2005~~ with ~~the~~ ~~United~~which ~~States~~Mr. ~~Trustee~~Rideout inwas ~~connection with its pending case (No~~associated. ~~04-14151-JMD)~~The termination ~~under~~followed ~~Chapter 11 of~~ the ~~U.S.~~approval ~~Bankruptcy~~by ~~Code in~~ the U.S. Bankruptcy Court for the District of New Hampshire. Asof ~~previously reported,~~ the Company’s ~~intends~~rejection ~~to file under cover~~ of ~~Form 8-K~~ its ~~Monthly~~employment ~~Operating~~agreement ~~Reports~~with toMr. ~~the bankruptcy court in lieu of Forms 10-K and 10-Q until such time, if any, as the Company has a plan of reorganization confirmed by the bankruptcy court~~Rideout.

~~CAUTIONARY~~Also ~~STATEMENT~~on ~~REGARDING~~February ~~FINANCIAL~~18, ~~AND~~2005, ~~OPERATING~~Neal ~~DATA~~H. Sanders, Vice President Investor Relations of the company, resigned as an officer of the company. Mr. Sanders continues as an employee of the company.

The Company cautions readers not to place undue reliance upon the information contained in the Monthly Operating Reports, which contain unaudited information and are in a format prescribed by applicable bankruptcy law. The Monthly Operating Reports are not prepared in accordance with generally accepted accounting principles and do not accurately reflect the financial condition of the Company on a GAAP basis. The Monthly Operating Reports are presented on a basis which (i) consolidates the results and financial condition of the Company and certain of its subsidiaries other than Auto Image ID, Inc. (which are not subject to the Chapter 11 proceedings), and (ii) presents the unconsolidated results and financial condition of Auto Image ID, Inc. The Monthly Operating Reports may be subject to revision.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements – —None

(b) Pro Forma Financial Information – —None

Exhibit No.		Description
EXHIBIT NO.		DESCRIPTION
99.1		Monthly Operating Reports for the monthly period ended December 31, 2004 filed with the United States Trustee In re Robotic Vision Systems, Inc., Case No. 04-14151-JMD
2.01		Asset Purchase Agreement dated as of February 5, 2005 by and between On Target Systems, & Services, Inc. and Robotic Vision Systems, Inc.

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.

Dated: February 1825, 2005

ROBOTIC VISION SYSTEMS, INC. By: /sS/ ~~FREDERICK H~~J. ~~VAN~~RICHARD ~~ALSTYNE~~BUDD Name: ~~Frederick H~~J. ~~Van~~Richard ~~Alstyne~~Budd Title: Acting Chief ~~Financial~~Executive Officer

EXHIBIT INDEX

No.		Item		Page
99.1		Monthly Operating Reports for the monthly period ended December 31, 2004 filed with the United States Trustee In re Robotic Vision Systems, Inc., Case No. 04-14151-JMD		5

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