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) January 31, 2008
FARO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 0-20381 | 59-3157093 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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)
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:
¨ 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))
Item 5.02 Election of Directors
On January 31, 2008, the Board of Directors of FARO Technologies, Inc. elected John Donofrio to the Board of Directors. Mr. Donofrio has served as Visteon’s Senior Vice President, General Counsel and Chief Compliance Officer since 2005. Before joining Visteon, Mr. Donofrio served as Vice President and General Counsel for Honeywell Aerospace, a position he held upon his 2000 promotion from Vice President, Intellectual Property and Deputy General Counsel of Honeywell International. Previously he was a Partner at Kirkland & Ellis LLP, during which time he also served for a year as an adjunct professor at Seton Hall University’s School of Law.
FARO’s Board of Directors is divided into three classes, as nearly equal as possible, with one class of directors elected each year for a three-year term. Mr. Donofrio was elected to the class of directors whose term expires at the 2010 annual meeting of shareholders (or until his successor has been duly elected and qualified). However, because the Florida Business Corporation Act provides that any director elected by the Board of Directors to fill a vacancy on the Board must stand for re-election at the next meeting of the shareholders, Mr. Donofrio will stand for election at the 2008 annual meeting of shareholders. The Board of Directors has determined that Mr. Donofrio is an independent director under the NASDAQ Marketplace Rules.
A copy of FARO’s press release announcing the election is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Item 9.01 Exhibits.
| (d) | Exhibits |
| 99.1 |
Press Release dated as of February 5, 2008 | |||
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.
| FARO Technologies, Inc. (Registrant) | ||
Date: February 13, 2008
| /s/ Jay Freeland |
| Jay Freeland Chief Executive Officer |
Exhibit 99.1
FARO Names John Donofrio to Board of Directors
February 5, 2008, Lake Mary, FL – FARO Technologies, Inc., the world market leader in portable computer-aided measurement hardware and software, announced that it has appointed John Donofrio to the Company’s Board of Directors.
Donofrio has been Visteon’s Senior Vice President, General Counsel and Chief Compliance Officer since 2005. Before joining Visteon, Donofrio was VP and General Counsel of Honeywell Aerospace since 2000 after being promoted from his position as VP, Intellectual Property and Deputy General Counsel of Honeywell International. Previously he was a Partner at Kirkland & Ellis LLP, during which time he also served for a year as an adjunct professor at Seton Hall University’s School of Law.
Prior to earning his JD from the National Law Center at George Washington University in 1987, Donofrio graduated from Rutgers University’s College of Engineering.
“John’s strong legal background is fortified with in-depth engineering knowledge that is the ideal match for our business model,” FARO President and CEO Jay Freeland said. “His contributions will be invaluable as we implement our plans to fortify our position as the world’s leading 3-D measurement company.”
About FARO
With more than 14,600 installations and 7,000 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; the FARO Laser ScanArm; FARO Laser Scanner LS; the FARO Gage, Gage-PLUS and PowerGAGE; 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 www.faro.com.