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 earliest event reported) March 15, 2006
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FARO Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-23081 59-3157093
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
125 Technology Park, Lake Mary, Florida 32746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 333-9911
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(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 (see General Instruction A.2. below):
[ ] 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 8.01 Other Events
ITEM 9.01 Financial Statements and Exhibits
On March 15, 2006, FARO Technologies announced via press
release, subject: FARO Technologies Reports Delayed Form 10-K Filing. A copy of
the press release is attached hereto.
(d) Exhibits
99.1 Press release dated as of March 15, 2006
SIGNATURES
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 hereunto duly authorized.
FARO Technologies, Inc.
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(Registrant)
Date March 15, 2006
-------------- /s/ Gregory A. Fraser
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Gregory A. Fraser
Executive Vice President, Secretary and
Treasurer
NEWS RE: FARO Technologies, Inc.
BULLETIN
[GRAPHIC OMITTED] 125 Technology Park
Lake Mary, FL 32746
(NASDAQ: FARO)
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FOR FURTHER INFORMATION:
Greg Fraser, Executive VP
(407) 333-9911
FARO TECHNOLOGIES REPORTS DELAYED FORM 10-K FILING
LAKE MARY, Fla., March 15, 2006 - FARO Technologies, Inc. (Nasdaq:
FARO) today announced that as a result of an internal review conducted by the
Company, the Company recently learned of suspicious payments in connection with
foreign sales activities in China. As a consequence, the Company is conducting
an internal investigation to determine the extent of any improper payments and
possible deficiencies in its books and records and internal controls with
respect to operations in China and the Asia/Pacific region, in possible
violation of the anti-bribery, books and records and internal controls
provisions of the Foreign Corrupt Practices Act.
The Company voluntarily has notified the Securities and Exchange
Commission ("SEC") and the Department of Justice ("DOJ") of this matter. The
Company has provided information to the SEC and DOJ with regard to this internal
investigation and is cooperating with the SEC and DOJ.
Because this internal investigation is currently ongoing, the Company's
filing of its Form 10-K for the year ended December 31, 2005 with the SEC will
be delayed beyond the filing deadline of March 15, 2006. Based on current
information, it is not possible to predict at this time when the Company will
file its Annual Report on Form 10-K, when these matters will be resolved, what
the outcome will be, what sanctions, if any, will be imposed, or the effect that
such matters may ultimately have on the Company or its consolidated financial
statements.
"FARO is working diligently to complete its internal investigation and
to file its Annual Report on Form 10-K as soon as possible," said Simon Raab and
Jay Freeland, the Company's Co-Chief Executive Officers. "Improper payments or
other violations of law will not be tolerated, and FARO intends to cooperate
with the DOJ and SEC so this matter can be resolved as quickly as possible."
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For the years ended December 31, 2005 and 2004, the Company's sales in
China were approximately $9.0 and $4.2 million, respectively, or 7.1 percent and
4.3 percent of the Company's consolidated sales, respectively.
Outlook for 2006
In light of these developments, the Company believes that it is prudent
at this time to withdraw its previous guidance for its 2006 financial targets
that it released in February 2006. The Company intends to provide updated
guidance for 2006 when it is able to do so.
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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," "target," "goal," 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:
o The inability for the Company to complete its internal
investigation in a timely fashion;
o The expense related to the Company's internal
investigation;
o The Company's inability to conduct its business at full
capacity while cooperating with potential investigations
from the SEC and/or the DOJ;
o The outcome if any from a possible inquiry from the SEC
or DOJ; and
o 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.
About FARO
With more than 9,100 installations and 4,100 customers globally, FARO
Technologies, Inc. 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 TrackArm; FARO
Laser ScanArm; FARO Laser Scanner LS; FARO Gage and Gage- PLUS; Platinum,
Digital Template, Titanium, Advantage FaroArms; the FARO Laser Tracker X and Xi;
and the CAM2 family of advanced CAD-based measurement and reporting software.
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