-----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, RnBn8xhDR9peudTWGPL8SqTg16TNdpxLHgoxrTXz7sZh6ryu+LXFx/PVrCVa5U5Z 45WRcl+OhBCbW0+O7y/imA== 0000897069-06-000996.txt : 20060403 0000897069-06-000996.hdr.sgml : 20060403 20060403112830 ACCESSION NUMBER: 0000897069-06-000996 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060330 FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 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: FRASER GREGORY A CENTRAL INDEX KEY: 0001061459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23081 FILM NUMBER: 06731846 BUSINESS ADDRESS: BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 4 1 form4_gregfraserex.xml X0202 4 2006-03-30 0 0000917491 FARO TECHNOLOGIES INC FARO 0001061459 FRASER GREGORY A 125 TECHNOLOGY PARK LAKE MARY FL 32746 0 1 0 0 EVP, Secretary and Treasurer Common Stock, par value $.001 2006-03-30 4 J 0 83334 D 34185 D Common Stock, par value $.001 50000 I Held by wife Contract 2006-03-30 4 J 0 83334 D 2006-03-30 Common Stock 83334 0 D Employee Stock Option (right to buy) 2.16 2012-05-27 Common Stock 60000 60000 D See attached exhibit. See attached exhibit. See attached exhibit. /s/ Martin A. Traber as Attorney-in-Fact for Gregory A. Fraser 2005-03-31 EX-99 2 gregfraserexhibit.htm EXHIBIT 99

Exhibit 99

1.

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


2.

On June 10, 2004, the Reporting Person entered into a Prepaid Forward Agreement (the “Forward Agreement”) relating to the forward sale of 250,000 shares of FARO common stock in three tranches. On June 30, 2004, the counterparty to the Forward Agreement sold 250,000 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 terms of the third tranche provide that three business days after March 30, 2006 (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 83,334 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 83,334;


(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) 83,334 x (ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price).


On the Maturity Date, the Final Price was $14.03. Therefore, the Reporting Person delivered 83,334 shares of FARO common stock, and no other obligations with respect to the third tranche of the Forward Agreement exist.

3.

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 27, 2003.

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