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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 earliest event reported) February 18, 2005
FARO TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-23081 59-3157093
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
125 Technology Park, Lake Mary, Florida 32746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 333-9911
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(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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
ITEM 7.01 REGULATION FD DISCLOSURE
On February 18, 2005, FARO Technologies announced via press release,
subject: FARO Adds CFO to Executive Team; Announces Future CEO Transition Plan.
A copy of the press release is attached hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press release dated as of February 18, 2005
SIGNATURES
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.
FARO TECHNOLOGIES, INC.
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(Registrant)
Date February 18, 2005
/s/ Gregory A. Fraser
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Gregory A. Fraser
Executive Vice President, Secretary and
Treasurer
Exhibit 99.1
FARO ADDS CFO TO EXECUTIVE TEAM; ANNOUNCES FUTURE CEO TRANSITION PLAN
LAKE MARY, Fla., Feb. 18 /PRNewswire-FirstCall/ -- FARO Technologies, Inc.
(Nasdaq: FARO) today announced the appointment of Barbara R. Smith as Chief
Financial Officer, effective February 21, 2005. Ms. Smith, a 23-year veteran
of Alcoa Inc., will take over the CFO duties from co-founder Greg Fraser, who
will remain as Executive Vice President of the Company. "We are positioning
ourselves for continued strong growth during the next few years, in particular
with an emphasis on growing our Asian markets, new technology and business
acquisitions and continued penetration into our existing markets," said Simon
Raab, Chairman and CEO. With the addition of Ms. Smith to the executive team,
both founders will be able to contribute their time and focus to these
strategic initiatives.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000522/FLM035LOGO )
"Barbara Smith's appointment is a result of an extensive search based on
very high and clearly defined expectations for qualifications and personality
fit within our senior executive team," said Raab. "Barbara's extensive
experience in several of Alcoa's manufacturing segments is ideally suited to our
needs as we continue to grow."
The Company also announced that, as part of the Board of Directors'
strategic planning process with respect to CEO succession, it intends to enter
into a transition agreement with Simon Raab, CEO. The Company expects that,
beginning in March 2006, Mr. Raab will share CEO duties with Jay Freeland,
President and COO, allowing Mr. Raab to focus on research and development and
strategic initiatives.
"To date Jay has met all expectations set when he joined the Company, and I
have no hesitation in entering into a transition agreement, which will have him
begin to assume some CEO duties a year from now," Raab continued. "This
agreement will allow me to focus on those things where I bring the most value to
the Company, while providing for a smooth CEO transition."
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," 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:
* The failure of the Company to come to enter into a transition agreement
with Simon Raab;
* the failure of Jay Freeland to assume a greater role in the management
of the Company;
* 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.
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
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 3-D 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 Laser ScanArm; FARO Gage and Gage-PLUS; Platinum, Titanium and Advantage
FaroArms; the FARO Laser Tracker X and Si; and the CAM2 family of advanced
CAD-based measurement and reporting software. FARO Technologies is ISO 9001
certified and ISO-17025 laboratory registered. Learn more at http://www.faro.com
..
SOURCE FARO Technologies, Inc.
-0- 02/18/2005
/CONTACT: Greg Fraser, Executive Vice President, FARO Technologies, Inc.,
+1-407-333-9911; or Vic Allgeier, The TTC Group, +1-212-227-0997, for FARO
Technologies, Inc./
/Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20000522/FLM035LOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com /
/Web site: http://www.faro.com /