SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FARO TECHNOLOGIES INC
[ FARO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Chief Executive Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/30/2005
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, par value $.001 |
03/30/2005 |
|
J
|
|
250,000 |
D |
|
1,834,108 |
I |
See footnote
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| Common Stock, par value $.001 |
|
|
|
|
|
|
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102,000 |
I |
See footnote
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| Common Stock, par value $.001 |
|
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|
|
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169,721 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Contract
|
|
03/30/2005 |
|
J
|
|
|
250,000 |
|
03/30/2005 |
Common Stock |
250,000 |
|
0 |
I |
See footnote
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|
Contract
|
|
|
|
|
|
|
|
|
11/30/2005 |
Common Stock |
250,000 |
|
250,000 |
I |
See footnote
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|
Contract
|
|
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|
|
|
|
|
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03/30/2006 |
Common Stock |
250,000 |
|
250,000 |
I |
See footnote
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| Employee Stock Option (right to buy) |
$2.23
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|
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05/29/2012 |
Common Stock |
90,000 |
|
90,000 |
D |
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| Explanation of Responses: |
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/s/ Martin A. Traber as Attorney In Fact for Simon Raab |
04/01/2005 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99
EXHIBIT 99
| 1. |
The transactions reported on this Form 4 were effected pursuant to Rule 10b5-1
trading plan adopted by reporting person on June 10, 2004. |
| 2. |
On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement
(the “Forward Agreement”) relating to the forward sale of 750,000
shares of FARO common stock in three tranches. On June 30, 2004, the
counterparty to the Forward Agreement sold 750,000 shares of FARO common stock
into the public market in accordance with paragraphs (f) and (g) of Rule 144
under the Securities Act of 1933, as amended, at a weighted-average per share
price equal to $25.8978 (the “Floor Price”). The terms of the first
tranche provide that three business days after March 30, 2005 (the
“Maturity Date”), the Reporting Person will deliver to the
counterparty to the Forward Agreement a number of shares of FARO common stock
(or, at the election of the Reporting Person, the cash equivalent of such
shares) based on the following: |
| (a) |
|
if the price per share of FARO common stock, determined in accordance with the
terms of the tranche, on the Maturity Date (the”Final Price”) is equal
to or less than the Floor Price, the Reporting Person will deliver 250,000
shares; |
| (b) |
|
if the Final Price is greater than the Floor Price but less than $35.00 (the
“Cap Price”), the Reporting Person will deliver a number of shares
equal to Floor Price/Final Price x 250,000; |
| (c) |
|
if the Final Price is equal to or greater than the Cap Price, the Reporting
Person will deliver a number of shares equal to the product of (i) 250,000 x
(ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price). |
In
consideration of the first tranche of the Forward Agreement, the Reporting Person received
$5,612,053.26.
| 3. |
On the Maturity Date, the Final Price was $23.0150. Therefore, the Reporting
Person delivered 250,000 shares of FARO common stock, and no other obligations
with respect to the first tranche of the Forward Agreement exist. |
| 4. |
Represents shares held by Xenon Research, Inc., a corporation in which the
reporting person has investment control over the shares of the issuer owned by
such corporation. The reporting person and his wife, Diana Raab, own all of the
outstanding shares of Xenon Research, Inc. |
| 5. |
Represents shares held by a revocable trust of which the reporting person is the
settler and trustee. |
| 6. |
On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement
(the “Forward Agreement”) relating to the forward sale of 750,000
shares of FARO common stock in three tranches. On November 30, 2005, the
counterparty to the Forward Agreement sold 750,000 shares of FARO common stock
into the public market in accordance with paragraphs (f) and (g) of Rule 144
under the Securities Act of 1933, as amended, at a weighted-average per share
price equal to $25.8978 (the “Floor Price”). The terms of the second
tranche provide that three business days after March 30, 2005 (the
“Maturity Date”), the Reporting Person will deliver to the
counterparty to the Forward Agreement a number of shares of FARO common stock
(or, at the election of the Reporting Person, the cash equivalent of such
shares) based on the following: |
| (a) |
|
if the price per share of FARO common stock, determined in accordance with the
terms of the tranche, on the Maturity Date (the”Final Price”) is equal
to or less than the Floor Price, the Reporting Person will deliver 250,000
shares; |
| (b) |
|
if the Final Price is greater than the Floor Price but less than $40.00 (the
“Cap Price”), the Reporting Person will deliver a number of shares
equal to Floor Price/Final Price x 250,000; |
| (c) |
|
if the Final Price is equal to or greater than the Cap Price, the Reporting
Person will deliver a number of shares equal to the product of (i) 250,000 x
(ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price). |
In
consideration of the second tranche of the Forward Agreement, the Reporting Person
received $5,273,434.53.
| 7. |
On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement
(the “Forward Agreement”) relating to the forward sale of 750,000
shares of FARO common stock in three tranches. On June 30, 2004, the
counterparty to the Forward Agreement sold 750,000 shares of FARO common stock
into the public market in accordance with paragraphs (f) and (g) of Rule 144
under the Securities Act of 1933, as amended, at a weighted-average per share
price equal to $25.8978 (the “Floor Price”). The terms of the third
tranche provide that three business days after March 30, 2006 (the
“Maturity Date”), the Reporting Person will deliver to the
counterparty to the Forward Agreement a number of shares of FARO common stock
(or, at the election of the Reporting Person, the cash equivalent of such
shares) based on the following: |
| (a) |
|
if the price per share of FARO common stock, determined in accordance with the
terms of the tranche, on the Maturity Date (the”Final Price”) is equal
to or less than the Floor Price, the Reporting Person will deliver 250,000
shares; |
| (b) |
|
if the Final Price is greater than the Floor Price but less than $42.00 (the
“Cap Price”), the Reporting Person will deliver a number of shares
equal to Floor Price/Final Price x 250,000; |
| (c) |
|
if the Final Price is equal to or greater than the Cap Price, the Reporting
Person will deliver a number of shares equal to the product of (i) 250,000 x
(ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price). |
In consideration of the third tranche of the Forward Agreement, the Reporting Person received $5,121,937.40.
| 8. |
The option was granted to the Reporting Person under the Issuer's Employee Stock Option Plan with 25% vesting immediately
; and the remaining 75% vesting ratably on an annual basis in three equal installments beginning
on May 29, 2003. |
