-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+8lygM5JRPNNkkdpi2GNCfM3lej/G0BoKcE7abxdmRU7Cj76sO/N8kpaHXG/DgA +xmTOG89OTd6DETryTRRrA== 0000897069-05-001249.txt : 20050516 0000897069-05-001249.hdr.sgml : 20050516 20050516185227 ACCESSION NUMBER: 0000897069-05-001249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050512 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FARO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000917491 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 593157093 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746-6204 BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: FARO TECHNOLOGIES INC STREET 2: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAAB SIMON CENTRAL INDEX KEY: 0001061096 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23081 FILM NUMBER: 05836678 BUSINESS ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: FARO TECHNOLOGIES INC STREET 2: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 4 1 form4_simonraab05-12ex.xml X0202 4 2005-05-12 0 0000917491 FARO TECHNOLOGIES INC FARO 0001061096 RAAB SIMON 125 TECHNOLOGY PARK LAKE MARY FL 32746 0 1 0 0 Chief Executive Officer Common Stock, par value $.001 2005-05-12 4 S 0 500000 28.57 D 1365598 I See Footnote Common Stock, par value $.001 2005-05-16 4 J 0 212890 D 1152708 I See footnote Common Stock, par value $.001 2005-05-16 4 J 0 208667 D 944031 I See footnote Common Stock, par value $.001 183521 I See footnote Common Stock, par value $.001 33000 D Contract 2005-05-16 4 J 0 250000 D 2005-11-30 Common Stock 250000 0 I See footnote Contract 2005-05-16 4 J 0 250000 D 2006-03-30 Common Stock 250000 0 I See footnote Employee Stock Option (right to buy) 2.23 2012-05-29 Common Stock 90000 90000 D See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. /s/ Martin A. Traber as Attorney-in-Fact for Simon Raab 2005-05-16 EX-99 2 exhibit99_simonraab.htm Exhibit 99

EXHIBIT 99

1.

The number of shares previously reported being owned indirectly by the reporting person was understated by 31,490 shares.


2.

The transactions reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by reporting person on June 10, 2004.


3.

On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement (the “Forward Agreement”) relating to the forward sale of 750,000 shares of FARO common stock in three tranches. On June 30, 2004, the counterparty to the Forward Agreement sold 750,000 shares of FARO common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted-average per share price equal to $25.8978 (the “Floor Price”). The maturity date for the second tranche originally was November 30, 2005. The Reporting Person and the counterparty to the Forward Agreement agreed to an amended maturity date of May 16, 2005. The terms of the second tranche provide that three business days after the maturity date, the Reporting Person will deliver to the counterparty to the Forward Agreement a number of shares of FARO common stock (or, at the election of the Reporting Person, the cash equivalent of such shares) based on the following:


(a)  

if the price per share of FARO common stock, determined in accordance with the terms of the tranche, on the maturity date (the”Final Price”) is equal to or less than the Floor Price, the Reporting Person will deliver 250,000 shares;


(b)  

if the Final Price is greater than the Floor Price but less than $40.00 (the “Cap Price”), the Reporting Person will deliver a number of shares equal to Floor Price/Final Price x 250,000;


(c)  

if the Final Price is equal to or greater than the Cap Price, the Reporting Person will deliver a number of shares equal to the product of (i) 250,000 x (ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price).


        In consideration of the second tranche of the Forward Agreement, the Reporting Person received $5,273,434.53.

4.

On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement (the “Forward Agreement”) relating to the forward sale of 750,000 shares of FARO common stock in three tranches. On June 30, 2004, the counterparty to the Forward Agreement sold 750,000 shares of FARO common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted-average per share price equal to the Floor Price. The maturity date for the third tranche originally was March 30, 2006. The Reporting Person and the counterparty to the Forward Agreement agreed to an amended maturity date of May 16, 2005. The terms of the third tranche provide that three business days after the maturity date, the Reporting Person will deliver to the counterparty to the Forward Agreement a number of shares of FARO common stock (or, at the election of the Reporting Person, the cash equivalent of such shares) based on the following:


(a)  

if the price per share of FARO common stock, determined in accordance with the terms of the tranche, on the maturity date (the”Final Price”) is equal to or less than the Floor Price, the Reporting Person will deliver 250,000 shares;


(b)  

if the Final Price is greater than the Floor Price but less than $42.00 (the “Cap Price”), the Reporting Person will deliver a number of shares equal to Floor Price/Final Price x 250,000;


(c)  

if the Final Price is equal to or greater than the Cap Price, the Reporting Person will deliver a number of shares equal to the product of (i) 250,000 x (ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price).


In consideration of the third tranche of the Forward Agreement, the Reporting Person received $5,121,937.40.

5.

On the amended maturity date, the Final Price was $28.0344. Based on the settlement ratio (making such adjustments as necessary taking into account the amended maturity date and the amended settlement price), the Reporting Person retained 37,110 shares and delivered to the counterparty to the Forward Agreement 212,890 shares of FARO common stock, and no other obligations with respect to the second tranche of the Forward Agreement exist.


6.

On the amended maturity date, the Final Price was $28.0344. Based on the settlement ratio (making such adjustments as necessary taking into account the amended maturity date and the amended settlement price), the Reporting Person retained 41,323 shares and delivered to the counterparty to the Forward Agreement 208,677 shares of FARO common stock, and no other obligations with respect to the third tranche of the Forward Agreement exist.


7.

Represents shares held by Xenon Research, Inc., a corporation in which the reporting person has investment control over the shares of the issuer owned by such corporation. The reporting person and his wife, Diana Raab, own all of the outstanding shares of Xenon Research, Inc.


8.

Represents shares held by a revocable trust of which the reporting person is the settler and trustee. The number of shares that were previously reported as being held by the trust was underreported by 81,521 shares.


9.

Represents shares that are held directly by the reporting person which were previously overreported by 136,721 shares.


10.

The option was granted to the Reporting Person under the Issuer's Employee Stock Option Plan with 25% vesting immediately; and the remaining 75% vesting ratably on an annual basis in three equal installments beginning on May 29, 2003.

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