SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment #1 FARO TECHNOLOGIES, INC. (NAME OF ISSUER) Common Stock $.0001 par value (TITLE OF CLASS OF SECURITIES) 311642102 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street New York, New York 10022 212-521-0975 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 1, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 8 pages)
CUSIP No. 311642102 13D/A Page 2 of 8 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS OO - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 640,524 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 628,524 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,524 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------ (Page 2 of 8 Pages)
CUSIP No. 311642102 13D/A Page 3 of 8 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul D. Sonkin IRS No. ###-##-#### - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS PF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 640,524 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 12,000 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,524 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ (Page 3 of 8 Pages)
CUSIP No. 311642102 13D/A Page 4 of 8 Pages AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1, dated March 7, 2003, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on November 12, 2002 (the "Schedule 13D"), relating to the common stock, $.0001 par value (the "Common Stock") of Faro Technologies, a Florida company. Items 2, 3 and 5 and Exhibit 1 of the Schedule 13D are hereby amended and restated, as follows: ITEM 2 IDENTITY AND BACKGROUND a. The persons filing this statement are Hummingbird Management, LLC (" Hummingbird"), and Paul D. Sonkin, collectively referred to together as "Reporting Persons." b. Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC), is a Delaware limited liability company("Hummingbird"), whose principal business and principal office address is 153 East 53rd Street,55th Floor, New York, New York 10022. Hummingbird acts as investment manager to The Hummingbird Value Fund, L.P. ("HVF") and to The Hummingbird Microcap Value Fund, L.P. (the "Microcap Fund") and has the sole investment discretion and voting authority with respect to the investments owned of record by each of HVF and Microcap Fund. Accordingly, Hummingbird may be deemed for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended ("Rule 13d-3"), to be the beneficial owner of the Shares owned by HVF and Microcap Fund. The managing member of Hummingbird is Paul Sonkin. Mr. Sonkin is also the managing member of HVF Capital (f/k/a Morningside Capital, LLC) ("HVF Capital"), the general partner of HVF and Microcap Fund. Both HVF and Microcap Fund are Delaware limited partnerships whose principal business and principal office address is 153 East 53rd Street,55th Floor, New York, New York 10022 and whose principal business is investing in securities inorder to achieve its investment objectives. Mr. Sonkin is a citizen of the United States and HVF Capital is a Delaware limited liability company. The principal business and principal office address of both Mr. Sonkin and HVF Capital is 153 East 53rd Street, 55th Floor, New York, New York 10022. During the past five years none of Hummingbird, HVF, Microcap Fund, Mr. Sonkin or HVF Capital has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. c. Arthur T. Williams, III, is no longer a member of the group as of March 1, 2003. (Page 4 of 8 Pages)
CUSIP No. 311642102 13D/A Page 5 of 8 Pages ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of March 7, 2003, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $884,275 and $457,562, respectively, in the Shares of the Issuer using their respective working capital. Sonkin has invested $27,450 in Shares of the issuer using Personal Funds. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons aggregately beneficially own 640,524, or 5.4% of the Common Stock of the Issuer, based upon 11,891,726 shares outstanding as of November 1, 2002, as reported on the latest 10-Q of the Issuer. (b) Hummingbird has shared voting power over 640,524 Shares of the Issuer. Hummingbird has sole dispositive power over 628,524 Shares. As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 628,524 Shares of the Issuer. Hummingbird disclaimsany economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 628,524 Shares of the Issuer Mr. Sonkin disclaims any economic interest or beneficial ownership of these Shares. Mr. Sonkin is also the owner of 12,000 Shares and has sole dispositive power over 12,000 Shares. He has shared voting power over 640,524 Shares. (Page 5 of 8 Pages)
CUSIP No. 311642102 13D/A Page 6 of 8 Pages (c) Hummingbird caused HVF to effect transactions in the Shares during the past 60 days as set forth below: AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 1/15/03 open market purchase 3,400 2.53 Hummingbird caused the Microcap Fund to effect transactions in the Shares during the past 60 days as set forth below: AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 1/8/03 open market purchase 1,000 2.01 1/15/03 open market purchase 17,000 2.53 (Page 6 of 8 Pages)
CUSIP No. 311642102 13D/A Page 7 of 8 Pages (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 7 regarding Joint Filing Agreement ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit A Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 7, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member (Page 7of 8 Pages)
CUSIP No. 311642102 13D/A Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The Joint Filing Agreement between Hummingbird and Arthur T. Williams, III has been terminated as of March 1, 2003, as Paul D. Sonkin no longer has trading authority over Mr. Williams' account. Dated: March 7, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member