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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 16, 2003
Commission File Number 0-23081
FARO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3157093
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(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
125 TECHNOLOGY PARK, LAKE MARY, FLORIDA 32746
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(Address of Principal Executive Offices) (Zip Code)
(407) 333-9911
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 12. Results of Operations and Financial Condition
The following information is being furnished under Item 12 of Form 8-K:
Press release by FARO Technologies, Inc. reporting positive arbitration
settlement. 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 16, 2003
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Press Release, dated September 16, 2003
Exhibit 99.1
FARO Technologies Reports Positive Arbitration Settlement
LAKE MARY, Fla., Sept. 16 /PRNewswire-FirstCall/ -- FARO Technologies,
Inc. (Nasdaq: FARO) today reported that it has settled all disputes between it
and the former SpatialMetrix Corporation ("SMX") shareholders, resulting in
100,000 shares being returned to the Company.
Background:
FARO acquired SMX in January 2002. As part of the consideration for the
SMX acquisition, FARO agreed to issue to the former SMX stockholders 500,000
shares of FARO common stock. Approximately 50,000 of these shares were held in
escrow to fund any future indemnification claims by FARO under the acquisition
agreement.
Subsequent to the acquisition the Company asserted indemnification and
set-off claims against the former SMX shareholders, which included, but were
not limited to, the shares being held in escrow. The representative for the
former SMX shareholders disclaimed any liability for these claims. In July
2003 FARO and the representative of the former SMX shareholders filed a demand
for arbitration seeking to recover damages from each other relating to the SMX
acquisition. FARO and the representative of the former SMX shareholders have
agreed to settle all disputes among them.
Settlement Summary:
As a result of the settlement, FARO will retain approximately 100,000
shares of FARO common stock that were to be issued to the former SMX
shareholders. This includes the shares held in escrow plus an additional
50,000 shares. FARO will also distribute the remaining 400,000 shares to the
former SMX shareholders that had not been distributed to them previously.
Because all of the 500,000 shares that were to be issued to the former SMX
shareholders under the acquisition agreement are considered issued and
outstanding, FARO will return to treasury the 100,000 shares that are being
retained and this will reduce the number of shares outstanding for earnings
per share calculations by 100,000.
"Our new laser tracker product line and the SMX acquisition have proved to
be a huge success despite some initial setbacks in the first part of 2002
following the SMX acquisition," said Simon Raab, President and CEO. "The
settlement with the former SMX shareholders is a win/win for all of the
parties. For FARO it erases over $1 million in expenses that were incurred in
the roll-out of the new laser tracker. This 'gain from settlement of
litigation' will be recorded in the current quarter as 'other income.' For
the SMX shareholders, it allows them to receive the majority of the shares
that were allocated to them originally, while also enjoying the price increase
in FARO's stock that occurred following the acquisition."
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.
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," and similar expressions are intended to 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:
* A change in the accounting treatment for gains from litigation
settlement, 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.
SOURCE FARO Technologies, Inc.
- -0- 09/16/2003
/CONTACT: Greg Fraser, Executive Vice President & CFO, FARO,
+1-407-333-9911; or Vic Allgeier, The TTC Group, +1-212-227-0997, for FARO/
/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.; SpatialMetrix Corporation
ST: Florida
IN: AUT MAC STW
SU: LAW