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) November
21, 2008
______________________
FARO
TECHNOLOGIES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
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0-20381
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59-3157093
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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Identification
No.)
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125
Technology Park, Lake Mary, Florida
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32746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230
.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off−Balance Sheet Arrangement of a Registrant.
On
November 21, 2008, FARO Technologies, Inc. (the “Company”) entered into a First
Amendment (the “First Amendment”) to the Amended and Restated Loan Agreement,
dated as of July 11, 2006, between the Company and SunTrust Bank (the “Loan
Agreement”). The Loan Agreement provides for a revolving loan commitment of $30
million.
As
described below, the Company announced on November 24, 2008 the approval of
a
share repurchase program for up to $30 million. The First Amendment provides
that so long as no default or event of default (each as defined in the Loan
Agreement) has occurred and is continuing or would result therefrom, the Company
may make payments for the repurchase of outstanding capital stock of the Company
in an aggregate amount not to exceed $50 million during the term of the Loan
Agreement. The other material provisions of the Loan Agreement remain unchanged.
The
foregoing description of the First Amendment does not purport to be complete
and
is qualified in its entirety by reference to the First Amendment, a copy of
which is filed as Exhibit 10.1 hereto and is incorporated by reference
herein.
Item
8.01 Other Events
On
November 24, 2008, the Company issued a press release announcing that its Board
of Directors has approved a share repurchase program. Under the share repurchase
program the Company is authorized to acquire up to $30 million of the Company’s
common stock. Acquisitions for the share repurchase program will be made from
time to time at prevailing prices as permitted by securities laws and other
legal requirements, and subject to market conditions and other factors. The
share repurchase program may be discontinued at any time. A copy of the press
release is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(a)
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Financial
Statements of Businesses Acquired.
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Not
applicable.
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(b)
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Pro
Forma Financial Information.
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Not
applicable.
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(c)
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Shell
Company Transactions.
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Not
applicable.
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(d)
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Exhibits.
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See
the
Exhibit Index set forth below for a list of exhibits included with this Current
Report on Form 8-K.
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.
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FARO
Technologies, Inc.
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(Registrant)
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Date:
November
24, 2008
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By:
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/s/
Jay W. Freeland
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Jay
W.Freeland
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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First
Amendment to Amended and Restated Loan Agreement, dated November
21, 2008,
between FARO Technologies, Inc. and SunTrust Bank
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99.1
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Press
release issued by FARO Technologies, Inc. dated November 20,
2008
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FIRST
AMENDMENT
TO
AMENDED
AND RESTATED LOAN AGREEMENT
THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this
“Amendment”)
is
entered into as of the ___ day of November, 2008, by and between FARO
TECHNOLOGIES, INC.,
a
Florida corporation (“Borrower”),
and
SUNTRUST
BANK,
a
Georgia banking corporation (“Bank”)
for
the purpose of amending the Amended and Restated Loan Agreement dated as of
July
11, 2006, between Borrower and Bank (the “Original
Agreement”).
W
I T N E S S E T H:
WHEREAS,
Borrower has asked Bank agree to certain modifications to the terms of the
Original Agreement, and Bank is willing to agree to modifications as set forth
in this Amendment;
NOW,
THEREFORE,
in
consideration of the mutual agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged, the parties hereto hereby agree as follows:
1. Definitions.
The
following terms shall have the respective meanings as follows:
“Agreement,”
as
used herein and in the Original Agreement, shall mean the Original Agreement
as
amended by this Amendment.
2. Amendment
to Section 6.05 of the Original Agreement.
Section
6.05 of the Original Agreement is hereby amended to read in its entirety as
follows:
Section
6.05 Dividends.
Except
with respect to Dividends payable to Borrower, declare or pay any Dividends;
or
purchase, redeem, retire, or otherwise acquire for value any of its capital
stock now or hereafter outstanding, or allocate or otherwise set apart any
sum
for the payment of any Dividends, or for the purchase, redemption, or retirement
of any shares of its capital stock. Notwithstanding the foregoing:
(a) Borrower
is permitted to pay or distribute Dividends to its shareholders provided that
Borrower has satisfied (and is projected to continue satisfying) the financial
covenants set forth in Section 5.13, and no other Default or Event of Default
has occurred or is continuing, or would result from the making
thereof.
(b) So
long
as no Default or Event of Default has occurred and is continuing or would result
therefrom, Borrower may make payments for the repurchase of outstanding capital
stock of Borrower in an aggregate amount not to exceed $50,000,000 during the
term of this Agreement.
3. Limited
Scope.
Except
as expressly amended hereby, all provisions of the Original Agreement shall
remain in full force and effect.
4. Governing
Law.
This
Amendment shall be construed and enforced in accordance with, and the rights
of
the parties shall be governed by, the laws of the State of Florida applicable
to
agreements made and to be performed wholly within the State of Florida without
reference to the conflicts of law provisions thereof that may cause the
application of the laws of another jurisdiction.
5. Counterparts.
This
Amendment may be executed in multiple counterparts, all of which shall
constitute one and the same instrument and each of which shall be deemed an
original.
IN
WITNESS WHEREOF,
the
parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
WITNESSES:
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“BORROWER”
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FARO
TECHNOLOGIES, INC., a Florida
corporation
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By:
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Print
Name:____________________________________
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Jay
W. Freeland
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President
and Chief Executive Officer
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(CORPORATE
SEAL)
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Print
Name:____________________________________
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Two
witnesses as to Borrower
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“BANK”
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SUNTRUST
BANK
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By:
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Print
Name:____________________________________
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Andrew
Lee
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First
Vice President
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Print
Name:____________________________________
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Two
witnesses as to Bank
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TO
BUSINESS AND TECHNOLOGY EDITORS:
FARO
Announces $30 Million Share Repurchase Program
LAKE
MARY, Fla., Nov. 24 /PRNewswire-FirstCall/ -- FARO Technologies, Inc. (Nasdaq:
FARO) announced today that its Board of Directors approved a program to acquire
up to $30 million of the Company's common stock.
"Our
strong balance sheet combined with continuing strong cash flows enable us to
return value to our shareholders with this repurchase program," said Jay
Freeland, FARO's President & Chief Executive Officer. "The current stock
price levels provide a compelling argument for a stock repurchase and reflect
our confidence in the company's long-term growth prospects. The repurchase
will
not affect our ongoing growth strategies, both organically and inorganically.
This is simply a reflection on our view of the strength of this
company."
The
company expects to repurchase shares from time to time depending on market
conditions, subject to trading restrictions and other legal requirements. The
program may be discontinued at any time.
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 the
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
approximately 18,000 installations and 8,600 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.
349
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 X
and
Xi; the FARO Laser ScanArm; FARO Photon Laser Scanners; the FARO Gage, Gage-PLUS
and PowerGAGE; and the CAM2 Q family of advanced CAD-based measurement and
reporting software. FARO Technologies is ISO-9001 certified and ISO-17025
laboratory registered.