1
As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FARO TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-3157093
--------------------------- ------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
125 Technology Park, Lake Mary, Florida 32746
(Address of Principal Executive Offices) (Zip Code)
FARO TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
(Full Title of the Plan)
GREGORY A. FRASER, PH.D.
Executive Vice President and Chief Financial Officer
FARO Technologies, Inc.
125 Technology Park, Lake Mary, Florida 32746, Telephone: (407) 333-9911
(Name and Address of Agent For Service)
(407) 333-9911
(Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
MARTIN A. TRABER, ESQ.
Foley & Lardner
100 North Tampa Street, Suite 2700, Tampa, Florida 33602,
Telephone: (813) 229-2300
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of
Each Class of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 1,000,000 (2) $7,893,485 $2,392
====================================================================================================================================
(1) Plus an indeterminate number of shares which may be issued as a result of
anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, the amounts shown are based on (i) 243,265 shares subject to
outstanding options having an exercise price of $.36 per share, (ii)
133,218 shares subject to outstanding options having an exercise price of
$3.60 per share, and (iii) 623,517 shares reserved for future grants under
the Plan, the registration fee for which has been calculated using $11.75,
the average of the high and low prices of the Registrant's Common Stock on
November 20, 1997 as reported on the Nasdaq National Market.
2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(1) The Registrant's prospectus dated September 17, 1997
(Registration No. 333-32983);
(2) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and
(3) The description of the Registrant's Common Stock, par
value $.001 per share set forth under the caption "Description of
Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A (No. 0-23081) filed under the
Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock being offered hereby have been sold or which deregisters
all shares of Common Stock then remaining unsold shall be deemed incorporated
by reference in this registration statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the
corporation in related capacities) for liabilities, including legal expenses,
arising by reason of service in such capacity if such person shall have acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and in any criminal proceeding if such
person had no reasonable cause to believe his conduct was unlawful. However, in
the case of actions brought by or in the right of the corporation, no
indemnification may be made with respect to any matter as to which such
director or officer shall have been adjudged liable, except in certain limited
circumstances.
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify directors and executive officers to the fullest
extent now or hereafter permitted by the Florida Act. In addition, the Company
may enter into Indemnification Agreements with its directors and executive
officers in which the Registrant may agree to indemnify such persons to the
fullest extent now or hereafter permitted by the Florida Act.
The indemnification provided by the Florida Act, and the Registrant's
Bylaws is not exclusive of any other rights to which a director or officer may
be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
The Registrant has a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation with
respect to liabilities incurred as a result of their service in such
capacities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Articles of Incorporation or Bylaws of the
II-1
3
Registrant or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by the director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 FARO Technology, Inc. 1993 Stock Option Plan, as amended (filed as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (No. 333-32983) and incorporated herein by reference)
4.2 Form of Stock Option Agreement for 1993 Stock Option Plan (filed herewith)
5 Opinion of Foley & Lardner as to the legality of the securities to be issued (filed herewith)
23.1 Consent of Foley & Lardner (contained in its opinion filed herewith as Exhibit 5 and incorporated
herein by reference)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-3)
ITEM 9. UNDERTAKINGS.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Orlando, and the State of Florida on this 24th day of November, 1997.
FARO TECHNOLOGIES, INC.
By: /s/ Gregory A. Fraser
-------------------------------
GREGORY A. FRASER
Executive Vice President, Secretary,
Treasurer, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Simon Raab and Gregory A. Fraser, and each of
them individually, his true and lawful attorney- in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
Registration Statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Simon Raab Chairman of the Board, President, Chief November 24, 1997
------------------------------------------------ Executive Officer (Principal Executive
Simon Raab Officer), and Director
/s/ Gregory A. Fraser Executive Vice President, Secretary November 13, 1997
------------------------------------------------ Treasurer, Chief Financial Officer
Gregory A. Fraser (Principal Financial and Accounting
Officer), and Director
Director November __, 1997
------------------------------------------------
Hubert d'Amours
/s/ Philip Colley Director November 14, 1997
------------------------------------------------
Philip Colley
/s/ Alexandre Raab Director November 24, 1997
------------------------------------------------
Alexandre Raab
/s/ Norman Schipper Director November 17, 1997
------------------------------------------------
Norman H. Schipper
/s/ Martin Koshar Director November 14, 1997
------------------------------------------------
Martin Koshar
Director November __, 1997
------------------------------------------------
Andre Julien
II-3
1
EXHIBIT 4.2
FORM OF
FARO TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
Pursuant to this Amended and Restated Stock Option Agreement,
Non-statutory and/or Statutory Stock Options (the "Stock Options") as
specifically set forth in paragraph 2 below are hereby granted by FARO
Technologies, Inc. (the "Company") to the individual named below ("Grantee")
for and with respect to the $0.001 par value common stock of the Company (the
"Common Stock") and subject to the following terms and conditions:
1. PRIOR STOCK OPTION AGREEMENTS. This Amended and Restated
Stock Option Agreement (the "Agreement") supersedes and replaces in full any
Stock Option Agreement by and between the Grantee and the Company ("Prior
Agreement"). Any and all such Prior Agreements shall be null and void and
shall have no further force or effect.
2. GRANT OF OPTIONS. Subject to the provisions set forth herein
and the terms and conditions of the FARO Technologies, Inc. 1993 Stock Option
Plan previously adopted and as amended by the shareholders and Board of
Directors of the Company, a copy of which is attached as Exhibit A (the
"Plan"), the terms of which are hereby incorporated by reference, and in
consideration of the representations, warranties, covenants and agreements of
Grantee herein provided, the Company hereby grants to the Grantee Stock Options
to purchase from the Company the number of shares of Common Stock at the
purchase price per share and on the schedule as set forth herein below. At the
time of exercise of the Stock Options, payment of the purchase price must be
made in cash or, if the Committee (as defined in the Plan), in its discretion,
agrees to so accept, then by delivery to the Company of other Common Stock
owned by the Grantee, valued at its fair market value on the date of exercise,
or in some combination of cash and such common stock so valued, or such other
methods of payment authorized under the Plan. Upon the exercise of Stock
Options, the Committee shall have the right to have the Grantee remit to the
Company, in any such manner or combination of manners permitted under the terms
of the Plan, an amount sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery by the Company of any
certificate for shares of Common Stock.
Name of Grantee: ___________________________________________
Character of Options and
Number of Shares Subject to Options: ISOs ________ NSOs _______
Exercise Price Per Share: $ _______________
Effective Date of Grant: __________________________________________
2
3. VESTING. The Stock Options granted hereunder shall vest in
equal ____________ portions per year for _________ successive years, beginning
on the first anniversary of the Effective Date of Grant.
4. EXERCISE RESTRICTIONS. The Stock Options granted and vested
hereunder shall be exercisable at such time as the Company registers the Common
Stock with the United States Securities and Exchange Commission (the "SEC") and
conducts a public offering of such shares ("Early Exercise"), and the exercise
of the Stock Options prior to the Outside Exercise Data, as such term is
defined in paragraph 5 of this Agreement, is expressly contingent upon such
registration and completion of such offering. The Early Exercise period for
the Stock Options shall commence upon the later of (i) the date upon which such
options vest or (ii) the effective date of the registration statement filed
with the SEC in connection with the public offering, and shall expire five
years from the date thereof, or ten years from the Date of Grant, whichever is
earlier.
5. CONSISTENCY WITH PLAN. In accordance with Section 3.4(a) of
the Plan, the latest date upon which the Stock Options shall be exercisable is
ten years from the Effective Date of Grant (the "Outside Exercise Date").
Thus, if not subject to Early Exercise pursuant to Section 4 hereof, all vested
Stock Options shall be exercisable on such date and shall expire on the
following day.
6. CHANGE-IN-CONTROL. In the event there occurs any
Change-In-Control (as defined below), the Board of Directors (or, if
applicable, Committee) may, in its discretion, revise, alter, amend or modify
this Agreement and the related Stock Options granted in connection herewith, in
any manner that it deems appropriate, including, without limitation, the
following:
a. the Stock Option may be deemed to pertain to and
apply to the securities to which a holder of the number of shares of
Common Stock subject to the unexercised Stock Options would be
entitled if he actually owned such shares immediately prior to the
record date or other time any such event became effective; and
b. the date(s) upon which any outstanding and
unexercised Stock Options may be exercised may be accelerated without
regard to any limitations otherwise set forth in this Agreement or the
Plan.
If the Board of Directors (or, if applicable, the Committee) believes that a
Change-In-Control is reasonably likely to occur, the Board (or Committee) may
so revise, alter, amend or modify this Agreement as set forth above at any time
before and contingent upon the consummation of such event.
For purposes of this Agreement, "Change-In-Control" means (i) except
as shall exist as of the effective date of this Agreement, when any person (as
such term is used in Section 13 of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder and including any Affiliate or
Associate of such person, as defined in Rule 12b-2 of such Act, and
2
3
any person acting in concert with such person) directly or indirectly acquires
or otherwise becomes entitled to vote more than 50% of the voting securities
entitled to be cast at the elections for directors of the Company, or (ii) if
there occurs any merger, consolidation, share exchange or similar transaction,
or the sale, lease or exchange of all or a substantial part of the consolidated
assets of the Company and its subsidiaries to any person and (A) in the case of
a merger, share exchange, consolidation or the like, the holders of outstanding
securities of the Company entitled to vote in elections of directors
immediately before such merger, share exchange or other transaction hold less
than 50 percent of the voting securities of the surviving entity of such merger
or other transaction, or its parent; or (B) in the case of any such sale, lease
or exchange, the Company does not own more than 50 percent of the voting
securities of the other person.
7. OTHER CONDITIONS TO EXERCISE. The exercise of the Stock
Options is conditioned upon the acceptance by Grantee of the terms hereof as
evidenced by Grantee's execution of this Agreement and the return of an
executed copy to the Secretary of the Company no later than September 15,
1997. Exercise shall also be subject to Grantee's execution and delivery to
the Company of a stock purchase agreement between the Grantee and the Company,
which agreement shall contain certain reasonable substantive provisions and
customary representations, warranties and covenants by the parties and, in the
sole discretion of the Committee, the current buy/sell agreement then in place
between the Company and its stockholders.
8. DEATH OR OTHER TERMINATION. With regard to all Stock Options,
whether incentive stock options (defined in the Plan and for purposes hereof as
"ISOs") or nonqualified stock options (defined in the Plan and for purposes
hereof as "NSOs"), in the event of Grantee's death or disability, or if Grantee
for any other reason shall cease to be employed by the Company or subsidiary,
the Stock Options shall terminate pursuant to the terms of Section 2.7(a) or
(b) of the Plan, as applicable. Any such terminations shall be effective
immediately as of the occurrence of such event and without notice or any
further action on the part of the Company.
9. NOTICE OF EXERCISE. Written notice of an election to exercise
any of the Stock Options (such notice to be substantially in the form of
Exhibit B hereto) shall be given by Grantee, or Grantee's personal
representative in the event of Grantee's death, (i) by delivering such notice
at the principal executive offices of the Company no later than the exercise
date, or (ii) by mailing such notice, postage prepaid, addressed to the
Secretary of the Company at the principal executive offices of the Company at
least three business days prior to the exercise date. Such notice shall only
be effective if accompanied by payment in full (in form provided for in
paragraph 1 above) for the shares of Common Stock being purchased as set forth
in the notice.
10. TRANSFERABILITY. During the lifetime of Grantee, the Stock
Options may be exercised only by Grantee and may not be transferred in any
manner other than by will or the applicable laws of descent or distribution.
The Stock Options shall not otherwise be transferred, assigned, pledged or
hypothecated for any purpose whatsoever and are not subject, in whole or in
part, to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge or hypothecation or other disposition of the Stock Options,
other than in accordance with
3
4
the terms set forth herein, shall be void and of no effect. Notwithstanding
the foregoing, the Stock Options may be transferred to the spouse or lineal
descendent of Grantee, to the trustee of a trust for the primary benefit of a
spouse or lineal descendent or to a partnership in which the spouse and lineal
descendants are the only partners. Such assignee shall be subject to all of
the terms and provisions of the Plan and of this Agreement.
11. SHAREHOLDER RIGHTS. Neither Grantee nor any other person
entitled to exercise the Stock Options under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares of Common Stock issuable on exercise of the Stock Options,
unless and until the purchase price for such shares shall have been paid in
full.
12. DELIVERY AND CANCELLATION OF AGREEMENT. In the event the
Stock Options shall be exercised in whole, this Agreement shall be surrendered
to the Company for cancellation. In the event the Stock Options shall be
exercised in part, or a change in the number or designation of the Common
Stock shall be made, this Agreement shall be delivered by Grantee to the
Company for the purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial exercise
or the change in the number or designation of the Common Stock.
13. GOVERNING LAW. The Stock Options and this Agreement shall be
construed, administered and governed in all respects under and by the laws of
the State of Florida.
14. LEGENDED SHARES. Grantee understands and acknowledges that
the certificates representing any shares purchased by Grantee regarding the
Stock Options being granted hereunder, may have a legend placed on such
certificates indicating that the shares represented by such certificates are
subject to certain restrictions imposed under Federal and state securities
laws, as well as by the Company and its shareholders pursuant to formal
agreement.
15. GRANTEE REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. The
Grantee covenants and agrees that he/she is acquiring the Stock Options upon
and subject to the express condition that Grantee's subsequent purchase of any
shares of Common Stock upon exercise thereof will be made for investment
purposes only and not with a view to the resale or distribution of such shares
unless the same, at the time of their issuance and delivery, shall be
registered under the Securities Act of 1933, as amended (the "1933 Act"), or
alternatively, at some time following such acquisition, their resale is
determined by counsel for the Company, in their sole discretion, to be exempt
from registration requirements of the 1933 Act and of any applicable securities
law, regulation or filing. The Grantee is aware that (i) the Company has not
registered any class of its securities under Federal or state securities laws,
(ii) the Common Stock of the Company is subject to certain restrictions
pursuant to a formal agreement among the Company and its shareholders, (iii)
accordingly, no market exists for the resale of such shares to the public, and
(iv) the fair market value of the shares may not be readily ascertainable.
4
5
16. ENTIRE AGREEMENT. This Agreement, including all exhibits and
schedules referenced herein and attached hereto, specifically, but without
limitation, the Plan attached hereto as Exhibit A, constitutes the entire
agreement between the parties hereto pertaining to the subject matters hereof,
and supersedes all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the parties in connection
with the subject matters hereof. To the extent of any direct contrary
provisions existing between the text of this Agreement and the Plan, the terms
of the Plan shall control; provided, however, that to the extent any
inconsistencies, additions, omissions or other differences exist between the
terms of the text of the Agreement and the Plan, such matters shall be
considered and interpreted where possible so as to realize the language and of
the text of this Agreement.
17. AMENDMENTS. No change, modification or termination of any of
the terms, provisions, or conditions of this Agreement shall be effective
unless made in writing and signed or initialed by all parties hereto, their
successors and assigns.
18. SEPARABILITY. If any paragraph, subparagraph or other
provision of this Agreement, or the application of such paragraph, subparagraph
or provision, is held invalid, then the remainder of the Agreement, and the
application of such paragraph, subparagraph or provision to person or
circumstances other than those with respect to which it is held invalid, shall
not be affected thereby.
19. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors, personal representatives, heirs and assigns.
20. SURVIVABILITY. The rights, responsibilities, duties,
representations and warranties of the parties hereto, and the covenants and
agreements herein contained, shall survive any closing and the execution
hereof, and shall continue to bind the parties hereto, and shall continue in
full force and effect until each and every obligation of the parties hereto
pursuant to this Agreement and any document or agreement incorporated herein by
reference shall have been fully performed.
FARO TECHNOLOGIES, INC.
By: __________________________________
Its: __________________________________
"Company"
5
6
The undersigned hereby accepts the foregoing Stock Options and the
terms and conditions hereof. Grantee also acknowledges receipt of a copy of
the Plan (Exhibit A hereto), and represents that he is familiar with the terms
and provisions thereof. Grantee hereby accepts these Stock Options subject to
all the terms and provisions of the Plan and hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the Board
of Directors (or, where applicable, the Committee) upon any questions arising
under the Plan.
___________________________________________________
"Grantee"
6
7
EXHIBIT A
FARO TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
8
EXHIBIT B
FORM OF NOTICE OF EXERCISE
1
EXHIBIT 5
FOLEY & LARDNER
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FLORIDA 33602
TELEPHONE (813) 229-2300
FACSIMILE (813) 221-4210
November 26, 1997
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
Re: Registration Statement on Form S-8 Relating to Shares of
Common Stock Issuable Pursuant to the FARO Technologies, Inc.
1993 Stock Option Plan
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of FARO Technologies, Inc.
(the "Company"), under the Securities Act of 1933, as amended, for the
registration of 1,000,000 shares of common stock par value $.001 issuable
pursuant to the FARO Technologies, Inc. 1993 Stock Option Plan (the "Plan").
The common stock issuable pursuant to the Plan is referred to herein as the
"Shares."
We have examined and are familiar with the following: (a) Articles of
Incorporation of the Company, as amended, as filed in the Office of the
Secretary of State of the State of Florida; (b) Bylaws of the Company; (c)
proceedings of the Board of Directors and shareholders of the Company in
connection with the adoption of the Plan; and (d) such other documents, Company
records and matters of law as we have deemed to be pertinent.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Florida.
2. The Shares have been duly authorized and when issued in accordance
with the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
/s/ Martin A. Traber
--------------------------------
Martin A. Traber
1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of FARO Technologies, Inc. on Form S-8 of our report dated
February 24, 1997 (September 10, 1997 as to Note 11), appearing in
FARO Technologies, Inc.'s Prospectus, dated September 17, 1997 (Registration
No. 333-32983).
/s/ Deloitte & Touche LLP
-----------------------------
DELOITTE & TOUCHE LLP
Jacksonville, Florida
November 25, 1997
