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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 the earliest event reported) November 12, 2003
Commission File Number 0-23081
FARO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3157093
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(State or Other Jurisdiction (IRS Employer
of Incorporation) 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 9. Regulation FD Disclosure
Item 12. Results of Operations and Financial Condition
The following information is being furnished under Item 9 and Item 12 of
Form 8-K: Press release by FARO Technologies, Inc. Announces $40.4 Million
Private Placement. A copy of this press release is attached as Exhibit 99.1 to
this Form 8-K.
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 thereunder duly authorized.
FARO TECHNOLOGIES, INC.
By: /s/ Gregory A. Fraser
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Gregory A. Fraser
Executive Vice President, Secretary,
and Treasurer
Date: November 12, 2003
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated November 12, 2003
Exhibit 99.1
FARO Technologies Announces $40.4 Million Private Placement
LAKE MARY, Fla., Nov. 12 /PRNewswire-FirstCall/ -- FARO Technologies, Inc.
(Nasdaq: FARO) today announced that it, together with the Company's two co-
founders, have entered into an agreement with various institutional investors
for a $40.4 million private placement of its common stock. Under the terms of
the agreement, FARO agreed to sell 1,128,000 shares, or approximately 8% of
total shares outstanding, and the two co-founders of the Company, Simon Raab
and Gregory Fraser, agreed to sell 752,000 shares, or approximately 20% of
their holdings, in the aggregate. The shares will be sold for $21.50 per
share, resulting in total proceeds before placement agent fees and other
offering expenses of $24.2 million and $16.2 million to the Company and the
co-founders, respectively. The financing will be completed with a select group
of institutional investors. The Company expects the private placement to be
completed later today.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000522/FLM035LOGO )
"The proceeds from this private placement will enable FARO to continue the
aggressive growth which we have been experiencing in spite of the sputtering
economy," said Simon Raab, President and CEO. "In particular we will have the
means to fund our manufacturing expansion in Europe, our expanded sales
presence in Asia/Pacific, and although we have no specific plans at this time
for an acquisition or other strategic transaction, we will have the ability to
react quickly to any such an opportunity. Regarding the sale of shares by
Greg and me, this amounts to approximately 20% of our stock, and is the only
non-option related stock which we have sold since our IPO in 1997. Our
personal interest in the company, therefore, remains very well-aligned with
our fellow shareholders," Raab concluded.
The common stock sold to the investors was not registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Securities Act.
Under the terms of the financing, FARO has agreed to file a registration
statement with the Securities and Exchange Commission covering the offer and
sale of the shares by investors.
About FARO
FARO Technologies, Inc. (Nasdaq: FARO) and its international subsidiaries
design, develop, and market software and portable, computerized measurement
devices. The Company's products allow manufacturers to perform three-
dimensional inspections of parts and assemblies on the shop floor. This helps
eliminate manufacturing errors and thereby increases productivity and
profitability for a variety of industries in FARO's worldwide customer base.
Principal products include the FARO Gage(TM), Platinum and Titanium
FaroArms(R), Control Station(R) measurement system, the Laser Tracker(R) and a
CAM2(R) family of advanced CAD-based measurement and reporting software. FARO
Technologies is ISO 9001 certified and Guide 25 approved. Learn more at
www.faro.com.
This press release contains forward-looking statements (within the meaning
of the Private Securities Litigation Reform Act of 1995) that are subject to
risks and uncertainties, such as statements about our plans, objectives,
projections, expectations, assumptions, strategies, or future events.
Statements that are not historical facts or that describe the Company's plans,
objectives, projections, expectations, assumptions, strategies, or goals are
forward-looking statements. In addition, words such as "may," "believes,"
"anticipates," "expects," "intends," "plans," "seeks," "estimates," "will,"
"should," "could," and similar expressions or discussions of our strategy or
other intentions identify forward-looking statements. Other written or oral
statements, which constitute forward-looking statements, also may be made by
the Company from time to time. Forward-looking statements are not guarantees
of future performance and are subject to various known and unknown risks,
uncertainties, and other factors that may cause actual results, performances,
or achievements to differ materially from future results, performances, or
achievements expressed or implied by such forward-looking statements.
Consequently, undue reliance should not be placed on these forward-looking
statements.
Factors that could cause actual results to differ materially from what is
expressed or forecasted in forward-looking statements include, the failure to
consummate the private placement of our common stock. Forward-looking
statements in this release represent the Company's judgment as of the date of
this release. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events, or otherwise.