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) August 4, 2004

                         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., FARO Technologies Second Quarter 2004 Earnings Release. 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: August 4, 2004 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated August 4, 2004

                                                                    Exhibit 99.1

           FARO's Strong Sales Performance Drives Earnings Growth of
         142% to 29 Cents Per Share in Q2 2004 Vs. 12 Cents in Q2 2003

    LAKE MARY, Fla., Aug. 4 /PRNewswire-FirstCall/ -- FARO Technologies, Inc.
(Nasdaq: FARO) today reported a 156 % increase in net income in the second
quarter of 2004 to $4.1 million, or 29 cents per diluted share, from $1.6
million, or 12 cents per diluted share in the second quarter of 2003. Sales
for the quarter increased $7.9 million, or 48.8 % to $24.1 million, from $16.2
million in the second quarter of 2003. New orders in the second quarter
increased $5.7 million, or 35.2% to $21.9 million, compared to $16.2 million
in the second quarter of 2003. Gross margin increased 1.3 percentage points to
63.2% in the quarter, from 61.9% in the second quarter of 2003. Selling,
general and administrative ("SG&A") expenses decreased as a percentage of
sales from 41.7 % in the second quarter of 2003 to 36.8% in the second quarter
of 2004.

    Income from operations increased $3.0 million from $1.6 million in the
second quarter of 2003 to $4.6 million in the second quarter of 2004. This
increase was primarily a result of an increase in gross profit of $5.1
million, offset by a $2.1 million increase in SG&A expenses. On a sequential
quarter basis, operating margin improved to 19.2% in the second quarter of
2004, compared to 15.9% in the first quarter of 2004.

    Income tax expense in the second quarter of 2004 was $760,000 or 15.6% of
income before taxes, compared to $240,000 or 13.3% in the year-ago quarter.
Income tax expense as a percentage of taxable income was lower than the
Company's 20%-25% forecast because the Company was able to realize additional
tax loss carry-forwards in its European operations.  The Company expects to
realize additional tax loss carry-forwards through the balance of 2004,
resulting in an estimated income tax rate of 15%-20% in the second half of
2004.

    Regionally, sales in the Americas increased 27.2% in the second quarter to
$10.3 million, from $8.1 million in the second quarter of 2003. Sales in the
Europe/Africa region increased 56.5% to $10.8 million, from $6.9 million in
2003. Sales in the Asia/Pacific region grew 130.8% to $3.0 million, from $1.3
million in 2003. The Company also announced that it would add direct sales
offices in South Korea and India to its Asia/Pacific group in the second half
of 2004.

    "The second quarter results bring our trailing twelve month's earnings per
share to $0.97, and we are now approaching the target financial model that we
set as a goal several years ago," said Simon Raab, President and CEO. "To
solidify our market leading position and continue our growth momentum, we are
going to ramp up research and development spending to 6%-7% of sales, open
more direct sales offices in Asia/Pacific, and add approximately 20
application engineers to our worldwide sales organization, to provide
additional customer support for our newer Laser Tracker and Faro Gage
products. We will continue to manage our costs vigilantly, but we expect to
incur approximately  $500,000 in professional fees in the second half of this
year to assist FARO in its Sarbanes Oxley Section 404 compliance activities.
These additional costs may be offset by higher sales in Asia/Pacific
contingent on ramping our capabilities and activities in this market. As such
we have tempered our revised earnings estimates for 2004."


    Outlook for the remainder of 2004.

    We expect sales in the third and fourth quarters to reflect the
seasonality apparent in our 5- year experience prior to 2003, rather than the
linear growth seen in 2003. We expect new orders in the second half of 2004 to
be approximately $45-$47 million, compared to $41 million in the first half.
Since we have improved our production metrics, we have brought our backlog
down to a customer-acceptable 2-3 weeks of sales, and we expect sales to track
the new order rate, or the book to bill ratio to be approximately one.
Therefore we are maintaining our forecast for 2004 sales at $90-$93 million.

    Given our first half earnings, and the expected impact of the second half
costs mentioned above, we are raising our earlier forecast for net income of
$0.71-$0.86 per diluted share, to $0.85-$1.00 per diluted share in 2004.

    A conference call reviewing the second quarter of 2004 will be held
Wednesday, August 4, 2004 beginning at 11:00 AM (Eastern)/ 8:00 AM (Pacific).
To participate please dial 800.795.1259 five minutes prior to start time.
International callers should dial 785.832.0326. The Conference ID is "FARO". A
recording of the call will be available until November 4, 2004 by dialing
800.934.8367. International callers should dial 402.220.6994. No access code
is needed for the replay. The call will be simultaneously broadcast over the
Internet at:


        http://www.firstcallevents.com/service/ajwz409192750gf12.html

    The call will be archived at the Company's website at http://www.faro.com.

    Financial Tables Follow


    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," "projects," "forecast,"  and similar expressions or
discussions of our strategy or other intentions 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:


    - our inability to  maintain historical or projected sales growth rates;
    - our inability to maintain or reduce operating expenses or maintain or
      increase our gross margin or operating margin;
    - difficulties in ramping up sales in Asia;
    - increases in expenses relating to our Asian expansion or our Swiss
      manufacturing facility;
    - difficulties in recruiting research and development engineers,  and
      application engineers
    - our inability to further penetrate our customer base;
    - development by others of new or improved products, processes or
      technologies that make our products obsolete or less competitive;
    - our inability to maintain our technological advantage by developing new
      products and enhancing our existing products;
    - the cyclical nature of the industries of our customers and the financial
      condition of our customers;
    - the inability to protect our patents and other proprietary rights in the
      United States and foreign countries and the assertion of infringement
      claims against us;
    - fluctuations in our annual and quarterly operating results as a result
      of (i) the size and timing of customer orders, (ii) the amount of time
      that it takes to fulfill orders and ship our products, (iii) the length
      of our sales cycle to new customers and the time and expense incurred in
      further penetrating our existing customer base, (iv) increases in
      operating expenses required for product development and new product
      marketing, (v) costs associated with new product introductions, such as
      assembly line start-up costs and low introductory period production
      volumes, (vi) the timing and market acceptance of new products and
      product enhancements, (vii) customer order deferrals in anticipation of
      new products and product enhancements, (viii) our success in expanding
      our sales and marketing programs, (ix) start-up costs associated with
      opening new sales offices outside of the United States, (x) fluctuations
      in revenue and without proportionate adjustments in fixed costs, (xi)
      the efficiencies achieved in managing inventories and fixed assets; and
      (xii) adverse changes in the manufacturing industry and general economic
      condition;
    - the inability of our products to displace traditional measurement
      devices and attain broad market acceptance;
    - the impact of competitive products and pricing in the CAM2 market and
      the broad market for measurement and inspection devices;
    - risks associated with expanding international operations, such as
      fluctuations in currency exchange rates, difficulties in staffing and
      managing foreign operations, political and economic instability, and the
      burdens of complying with a wide variety of foreign laws and labor
      practices;
    - the loss of our CEO or Executive VP or other key personnel;
    - our inability to identify, consummate, or achieve expected benefits from
      acquisitions;
    - the failure to effectively manage our growth;
    - the loss of a key supplier and the inability to find a sufficient
      alternative supplier in a reasonable period or on commercially
      reasonable terms;
    - 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.


                   FARO TECHNOLOGIES, INC. AND SUBSIDIARIES
                           SUMMARY FINANCIAL TABLE
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

                             Three Months Ended         Six Months Ended
                             July 3,     June 28,      July 3,     June 28,
                              2004         2003         2004         2003

    SALES                  $24,076,847  $16,243,469  $45,102,039  $29,647,734

    COST OF SALES            8,848,915    6,183,034   16,410,272   12,082,614

    Gross profit            15,227,932   10,060,435   28,691,767   17,565,120

    OPERATING EXPENSES:
    Selling                  6,233,296    4,484,859   11,795,991    8,272,298
    General and
     administrative          2,621,353    2,297,315    5,150,736    4,047,880
    Depreciation and
     amortization              537,936      538,991    1,094,695    1,127,645
    Research and
     development             1,206,337    1,066,155    2,647,749    1,943,623
    Employee stock options      11,364      108,290       48,841      149,738

    Total Operating
     Expenses               10,610,286    8,495,610   20,738,012   15,541,184

    INCOME (LOSS) FROM
     OPERATIONS              4,617,646    1,564,825    7,953,755    2,023,936

    OTHER INCOME
     (EXPENSES)
     Interest income            74,415       33,489      147,979       36,154
    Other income, net          173,029      218,730      379,158      334,470
     Interest expense           (2,581)     (18,661)      (4,723)     (34,558)

    NET INCOME BEFORE
     INCOME TAX              4,862,509    1,798,383    8,476,169    2,360,002

    INCOME TAX EXPENSE         759,918      240,334    1,525,170      312,589

    NET INCOME              $4,102,591   $1,558,049   $6,950,999   $2,047,413

    NET INCOME PER SHARE -
     BASIC                       $0.30        $0.13        $0.51        $0.17

    NET INCOME PER SHARE -
     DILUTED                     $0.29        $0.12        $0.50        $0.16

    Weighted average
     shares - Basic         13,766,588   11,936,466   13,565,132   11,903,112

    Weighted average
     shares - Diluted       14,154,243   12,721,397   14,039,826   12,471,833


                   SELECTED CONSOLIDATED BALANCE SHEET DATA
                                 (UNAUDITED)
                                                July 3, 2004
    Cash and investments                         $32,866,039
    Current assets                               $73,464,587
    Total assets                                 $92,014,069
    Current liabilities                          $11,235,895
    Long-term debt                                   $78,159
    Total liabilities                            $11,947,115
    Total shareholders' equity                   $80,066,954
    Total liabilities and
     shareholders' equity                        $92,014,069

              SELECTED CONSOLIDATED STATEMENT OF CASH FLOWS DATA
                                 (UNAUDITED)
                                                July 3, 2004
    Net cash provided by (used in)
     operating activities                           $254,698
    Net cash provided by (used in)
     investing activities                       $(5,629,198)
    Net cash provided by (used in)
     financing activities                         $1,069,405
    Effect of Exchange Rate Changes
     on Cash                                      $(438,767)
    Cash and Cash Equivalents,
     Beginning of Period                         $17,424,901
    Cash and Cash Equivalents,
     End of Period                               $12,681,039



SOURCE  FARO Technologies, Inc.
    -0-                             08/04/2004
    /CONTACT:  Greg Fraser, Executive Vice President & CFO, FARO Technologies,
Inc., +1-407-333-9911; or Vic Allgeier, The TTC Group, +1-212-227-0997, for
FARO Technologies, Inc./
    /Photo:  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 /
    /Audio:  http://www.firstcallevents.com/service/ajwz409192750gf12.html /
    (FARO)

CO:  FARO Technologies, Inc.
ST:  Florida
IN:  AUT MAC STW CPR
SU:  ERN ERP CCA MAV