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
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Date
of report (Date of the earliest event reported)
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February
20, 2009
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FARO
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Florida
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0-20381
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59-3157093
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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Identification
No.)
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125
Technology Park, Lake Mary, Florida
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32746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407)
333-9911
(Registrant’s
Telephone Number, Including Area Code)
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230
.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other
Items
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On
February 20, 2009, FARO Technologies, Inc. (the “Company”) announced a global
reduction in force driven by ongoing economic weakness and a continued lack of
near-term visibility for the business. The reduction, effective
immediately, affects approximately 7% of the Company’s workforce with the
largest cuts coming from manufacturing and administrative
functions. The Company expects to save approximately $4.5 million on
an annualized basis and will incur a first quarter 2009 charge of approximately
$0.5 million related to severance costs, all of which will be paid in the first
quarter of 2009.
A copy of
the press release announcing the reduction in force is attached hereto as
Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
99.1 Press
Release dated February 20, 2009
Signature
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunder duly authorized.
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FARO Technologies,
Inc.
(Registrant)
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Date:
February 20,
2009
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/s/ Jay Freeland | |
| Jay Freeland | |||
| Chief Executive Officer | |||
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release dated February 20,
2009
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NEWS BULLETIN
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FARO Technologies
Inc.
250 Technology Park
Lake Mary, FL 32746
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The Measure of
Success
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Keith
Bair, Senior Vice President and CFO
keith.bair@FARO.com,
407-333-9911
FARO
Announces Global Reduction in Force of 7%
LAKE MARY, FL, February 20,
2009 – FARO Technologies, Inc. (NASDAQ: FARO) today announced a global reduction
in force driven by ongoing economic weakness and a continued lack of near-term
visibility for the business.
The
reduction, effective immediately, affects approximately 7% of FARO’s workforce
with the largest cuts coming from manufacturing and administrative
functions. The Company expects to save approximately $4.5 million on
an annualized basis and will incur a first quarter charge of approximately $0.5
million related to severance costs.
“Today’s
announcement is the result of taking a regrettable but necessary step towards
protecting the continued long-term health of the business,” stated Jay Freeland,
FARO’s President & CEO. “Global economic weakness remains a
significant challenge for most companies and FARO is no
exception. Our decision to make these cuts now reflects the reality
of the business environment. However, it does not alter the long-term
outlook for FARO,” Freeland concluded.
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,” “projects,”
“forecast,” “target,” “goal,” 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, but are not limited
to:
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our inability to further
penetrate our customer base;
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development by others of new
or improved products, processes or technologies that make our products
obsolete or less
competitive;
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·
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our inability to maintain our
technological advantage by developing new products and enhancing our
existing products;
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our inability to successfully
identify and acquire target companies or achieve expected benefits from
acquisitions that are
consummated;
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the cyclical nature of the
industries of our customers and material adverse changes in
our customers’ access to liquidity and
capital;
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a slowdown or other adverse
changes in industries that the Company serves or the domestic and
international economies in the regions of the world where the Company
operates and other general economic,
business, and financing
conditions;
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·
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the fact that the market
potential for the CAM2 market and the potential adoption rate for our
products are difficult to quantify and
predict;
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the inability to protect our
patents and other proprietary rights in the United States and foreign
countries;
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·
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fluctuations in our annual and
quarterly operating results and the inability to achieve our financial
operating targets as a result of a number of factors including, without
limitation (i) litigation and regulatory action brought against us, (ii)
quality issues with our products, (iii) excess or obsolete inventory, (iv)
raw material price fluctuations, (v) expansion of our manufacturing
capability and other inflationary pressures, (vi) the size and timing of
customer orders, (vii) the amount of time that it takes to fulfill orders
and ship our products, (viii) the length of our sales cycle to new
customers and the time and expense incurred in further penetrating our
existing customer base, (ix) increases in operating expenses required for
product development and new product, marketing, (x) costs associated with
new product introductions, such as product development, marketing,
assembly line start-up costs and low introductory period production
volumes, (xi) the timing and market acceptance of new products and product
enhancements, (xii) customer order deferrals in anticipation of new
products and product enhancements, (xiii) our success in expanding our
sales and marketing programs, (xiv) start-up costs associated with opening
new sales offices outside of the United States, (xv) fluctuations in
revenue without proportionate adjustments in fixed costs, (xvi) the
efficiencies achieved in managing inventories and fixed assets, (xvii)
investments in potential acquisitions or strategic sales, product or other
initiatives, (xviii) shrinkage or other inventory losses due to product
obsolescence, scrap or material price changes, (xix) adverse changes in
the manufacturing industry and general economic conditions,
(xx) compliance with government regulations including health,
safety, and environmental matters, (xxi) the ultimate costs of the
Company’s monitoring obligations in respect of the Foreign Corrupt
Practices Act (“FCPA”) matter; and (xxii) other factors noted
herein;
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changes in gross margins due
to changing product mix of products sold and the different gross margins
on different products;
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our inability to successfully
maintain the requirements of Restriction of use of Hazardous Substances
(“RoHS”) and Waste Electrical and Electronic Equipment (“WEEE”) compliance
into our products;
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the inability of our products
to displace traditional measurement devices and attain broad market
acceptance;
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the impact of competitive
products and pricing in the CAM2 market and the broader market for
measurement and inspection
devices;
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the effects of increased
competition as a result of recent consolidation in the CAM2
market;
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risks associated with
expanding international operations, such as fluctuations in currency
exchange rates, difficulties in staffing and managing foreign operations,
political and economic instability, compliance with import and export
regulations, and the burdens and potential exposure of complying with a
wide variety of U.S. and foreign laws and labor
practices;
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the loss of our Chief
Executive Officer or other key
personnel;
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difficulties in recruiting
research and development engineers, and application
engineers;
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the failure to effectively
manage our growth;
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variations in the effective
income tax rate and the difficulty in predicting the tax rate on a
quarterly and annual basis;
and
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the loss of key suppliers and
the inability to find sufficient alternative suppliers in a reasonable
period or on commercially reasonable
terms.
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the other risks detailed in
the Company’s Annual Report on Form 10-K and other filings from time to
time with the Securities and Exchange
Commission.
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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.
About
FARO
With
approximately 19,000 installations and 9,000 customers globally, FARO
Technologies, Inc. designs, develops, and markets portable, computerized
measurement devices and software used to create digital models -- or to perform
evaluations against an existing model -- for anything requiring highly detailed
3-D measurements, including part and assembly inspection, factory planning and
asset documentation, as well as specialized applications ranging from surveying,
recreating accident sites and crime scenes to digitally preserving historical
sites.
FARO's
technology increases productivity by dramatically reducing the amount of on-site
measuring time, and the various industry-specific software packages enable users
to process and present their results quickly and more effectively.
Principal
products include the world's best-selling portable measurement arm -- the
FaroArm; the world's best-selling laser tracker -- the FARO Laser Tracker X and
Xi; the FARO Laser ScanArm; FARO Photon Laser Scanners; the FARO Gage, Gage-PLUS
and PowerGAGE; and the CAM2 Q family of advanced CAD-based measurement and
reporting software. FARO Technologies is ISO-9001 certified and ISO-17025
laboratory registered.
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