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 the earliest event reported) AUGUST 21, 2000
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FARO TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
0-23081 59-3157093
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(Commission File Number) (IRS Employer Identification No.)
125 TECHNOLOGY PARK
LAKE MARY, FLORIDA 32746
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(Address of Principal Executive Offices) (Zip Code)
(407) 333-9911
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
In a letter dated August 21, 2000, Deloitte & Touche LLP ("Deloitte"),
who had served as principal accountant to audit the consolidated financial
statements of the Registrant, resigned from its engagement with the Registrant.
Following such resignation, the Board of Directors of the Registrant approved
the engagement of Ernst & Young LLP as the Registrant's principal accountant and
replacement for Deloitte.
During the two most recent fiscal years and the subsequent interim
period preceding August 21, 2000 (date of resignation), no report of Deloitte on
the Registrant's consolidated financial statements contained an adverse opinion
or a disclaimer of opinion, nor was one qualified as to uncertainty, audit
scope, or accounting principles.
During the two most recent fiscal years and the subsequent interim
period preceding August 21, 2000 (date of resignation), there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make a reference to the subject matter of the disagreements
in connection with its report.
Deloitte did not advise the Registrant at any time during the two most
recent fiscal years and the subsequent interim period preceding August 21, 2000
(date of resignation):
(a) that the internal controls necessary for the Registrant to
develop reliable consolidated financial statements did not
exist;
(b) that information had come to its attention that had led it
to no longer be able to rely on management's representa-
tions, or that had made it unwilling to be associated with
the consolidated financial statements prepared by
management;
(c) of the need to expand significantly the scope of its audit,
or that information had come to its attention during the two
most recent fiscal years and the subsequent interim period
preceding August 21, 2000 (date of resignation) that if
further investigated may (i) materially have impacted the
fairness or reliability of either: a previously issued audit
report or the underlying consolidated financial statements,
or the consolidated financial statements issued or to be
issued covering the fiscal periods subsequent to the date of
the most recent consolidated financial statements covered by
an audit report or (ii) have caused it to be unwilling to
rely on management's representations or be associated with
the Registrant's consolidated financial statements; or
(d) that information had come to its attention that it concluded
materially impacts the fairness or reliability of either
(i) a previously issued audit
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report or the underlying consolidated financial statements
issued or to be issued covering the fiscal periods
subsequent to the date of the most recent consolidated
financial statements covered by an audit report.
Neither the Registrant nor anyone on its behalf has consulted with
Ernst & Young regarding either: (a) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Registrant that Ernst & Young concluded was an important factor considered by
the Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a disagreement
or any other event described above.
ITEM 7. EXHIBIT INDEX
16 Letter from Deloitte & Touche LLP regarding Change in Certifying
Accountant
(Remainder of page intentionally left blank.)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FARO TECHNOLOGIES, INC.
By: /s/ Gregory A. Fraser
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Gregory A. Fraser
Executive Vice President
Date: August 25, 2000
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EXHIBIT 16
LETTER FROM DELOITTE & TOUCHE LLP
August 21, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madam:
We have read and agree with the comments in Item 4 of Form 8-K of FARO
Technologies, Inc. dated August 21, 2000, except for the statements in the
second sentence of paragraph one and the fifth paragraph, as we have no basis on
which to agree or disagree with such statements.
Yours truly,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP