SEC Filing | FARO Technologies Inc

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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) September 9, 2003 ----------------- Commission File Number 0-23081 FARO TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-3157093 - ---------------------------------------------- --------------------------------- (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 125 TECHNOLOGY PARK, LAKE MARY, FLORIDA 32746 - ---------------------------------------- ----------------------- (Address of Principal Executive Offices) (Zip Code) (407) 333-9911 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------- (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. reporting executive stock sale plan and related party loan repayment. 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 ---------------------------------------- Gregory A. Fraser Executive Vice President, Secretary, and Treasurer Date: September 9, 2003 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated September 8, 2003

                                                                    Exhibit 99.1

            FARO Technologies Reports Executives Stock Sale Plan And
                          Related Party Loan Repayment

    LAKE MARY, Fla., Sept. 8 /PRNewswire-FirstCall/ -- FARO Technologies, Inc.
(Nasdaq: FARO) today reported that two executive officers intend to exercise, at
prices ranging from $2.16 to $3.31, a portion of the stock options they hold and
then sell the resulting shares. Simon Raab, President and CEO, is expected to
sell 190,000 shares representing 5.9% percent of his beneficially owned shares.
Gregory Fraser, Executive Vice President, is expected to sell 120,000 shares
representing 21.3% of his beneficially owned shares.

    The following table shows the shares and stock options beneficially held by
the Chief Executive Officer and Executive Vice President before and after the
expected sale:

        Shares Before   Shares After    Options Before  Options After
CEO         3,019,749      3,019,749           280,000         90,000
EVP           442,265        442,265           180,000         60,000

    The Company also reported the repayment of a $1.1 million loan, which FARO
had made in 2000 to managers of the Company's European operations, as part of an
acquisition agreement. The collateral for the loan was approximately 177,000 of
the Company's shares. Under the terms of the loan agreement, the repayment of
the loan was required through the sale of the collateral shares when the price
of the Company's stock reached $11.34.

    "This option exercise will allow Greg and I to somewhat diversify our
holdings, without changing our core (non option-related) share holdings which
remain at 3.7% and 25.4% of total outstanding shares, respectively. To date we
have exercised and sold 41,500 shares each, and we do not expect to sell the
balance of these option related shares below approximately $11.90 per share. The
combination of the loan repayment and the complete option exercise will add
approximately $1.9 million to the Company's cash position," said Simon Raab,
President and CEO.

    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 Gage(TM), Platinum and Titanium FaroArms(R), Control Station(R) measurement
system, the FARO Laser Tracker(R), the Advantage FaroArm(TM) and Tracker(TM),
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.

SOURCE  FARO Technologies, Inc.
    -0-                             09/08/2003
    /CONTACT:  Greg Fraser, Executive Vice President & CFO, FARO,
+1-407-333-9911; or Vic Allgeier, The TTC Group, +1-212-227-0997, for FARO/
    /First Call Analyst: /
    /FCMN Contact: trowbris@faro.com /

    /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/
    (FARO)

CO:  FARO Technologies, Inc.
ST:  Florida
IN:  AUT MAC STW
SU: