CYBEROPTICS CORP

election_required = True...0 shares in the aggregate, we will purchase all of your shares without subjecting them to the proration procedure if you properly tender all of these shares within the specified price range and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York time, on July 29, 2008, unless we extend the Offer, in which case you can withdraw your shares until the exp...

expiry = 2008-07-29...mmon Stock (including associated rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $10.75 nor Less Than $8.75 Per Share THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON JULY 29, 2008, UNLESS THE OFFER IS EXTENDED. CyberOptics Corporation, a Minnesota corporation (“CyberOptics,” “we,” or “us”), is offering to purchase up to 1,714,285 shares of its Common Stock, no par value (the “Common Stock”), including the associated...

listed = True...such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by us concerning the events described in this Section 7 will be final and binding upon all parties. 8. Price Range of the Shares The shares are traded on NASDAQ under the symbol “CYBE”. The following table sets forth, for each of the periods indicated, the high and low closing prices per share as reported by NASDAQ based on published financial sources. High Low Fiscal 2006 First Quarter $ 16.25 $ 13.25 Second Quarter $ 16.25 $ 12.00 Third Quarter $ 14.10 $ 11.75 Fourth Quarter $ 14.24 $ 11.07 Fiscal 2007 First Qu...

mechanism = DUTCH...se? We are offering to purchase up to a maximum of 1,714,285 shares for a value of $15,000,000 in the Offer. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $8.75. The prices that may be specified increase in increments of $0.25 up to $10.75, the highest price that may be specified. The price range for the Offer is $8.75...

mechanism = DUTCH...TICS CORPORATION Exhibit (a)(1)(K) to SCHEDULE TO AMENDMENT NO. 3 Exhibit (a)(1)(K) CyberOptics. Announces Final Results of Dutch Action Tender Offer Minneapolis, MN — August 4, 2008 —CyberOptics Corporation. (NASDAQ: CYBE), announced the final results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York time, on July 29, 2008. CyberOptics has accepted for purchase 1,500,000 shares of its common stock, or approximately 18.3% of its outstanding shares at July 29, 2008, at a purchase price of $10.00 per share. An aggregate of 1,560,490 shares were properly, and not conditionally, tendered...

must_tender_all = True...s having an aggregate value in excess of $15,000,000 are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows: Ÿ first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares within the specified price range and who do not properly withdraw them before the Expiration Time; Ÿ second, from all other shareholders who properly tender shares at or below the purchase price determined in the Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for shareholders who tende...

no_priority = True...to 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. See Section 3. Also see Section 14 regarding U.S. federal income tax consequences for foreign shareholders. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, if the Offer is oversubscribed shares tendered at or below the purchase price prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the share...

price = USD 8.75-10.75...hares. The lowest price that may be specified is $8.75. The prices that may be specified increase in increments of $0.25 up to $10.75, the highest price that may be specified. The price range for the Offer is $8.75 to $10.75 per share. After the Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy up to $15,000,000 in...

price = USD 10.0...ew York time, on July 29, 2008. CyberOptics has accepted for purchase 1,500,000 shares of its common stock, or approximately 18.3% of its outstanding shares at July 29, 2008, at a purchase price of $10.00 per share. An aggregate of 1,560,490 shares were properly, and not conditionally, tendered and not withdrawn at a price of $10.00 or less. Accordingly, the purchase resulted in a proration factor of approximately 96.1% of the sha...

threshold = 100...ddition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased even though those shares were tendered at prices at or below the purchase price we determine. Odd Lots. The term “Odd Lot Holder” means a person who owns beneficially or of record fewer than 100 shares in the aggregate. 15 To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. This priority is not available to partial tenders or to beneficial or record holders of 100 or more shares in the aggregate, even if these holders have separate...

txn_type = TENDER_OFFEREX-99.A1A 2 cyber082772_ex-a1a.htm OFFER TO PURCHASE DATED JUNE 30, 2008 Exhibit (a)(1)(A) Offer To Purchase for Cash by CYBEROPTICS CORPORATION of up to 1,714,285 Shares of its Common Stock (including associated rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $10.75 nor Less Than $8.75 Per Share THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE...

txn_type = TENDER_OFFEREX-99.A1K 2 cyberr083231_ex-a1k.htm PRESS RELEASE DATED AUGUST 4, 2008 CYBEROPTICS CORPORATION Exhibit (a)(1)(K) to SCHEDULE TO AMENDMENT NO. 3 Exhibit (a)(1)(K) CyberOptics. Announces Final Results of Dutch Action Tender Offer Minneapolis, MN — August 4, 2008 —CyberOptics Corporation. (NASDAQ: CYBE), announced the final results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York time, on July 29, 2008. CyberOptics has accepted for purchase 1,500,000 shares of its common stock, or approximately 18.3% of its outstanding shares at Jul...