-----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, URUMfAhB5pFqGPfhtFUThBiSXVj/frPDOgXVuzvhH6yLsngCYX33dQlDqnKSl57/ MVPnxSYoGKJAF9jpXIc/PA== 0001275287-05-000640.txt : 20050222 0001275287-05-000640.hdr.sgml : 20050221 20050222060219 ACCESSION NUMBER: 0001275287-05-000640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23081 FILM NUMBER: 05629141 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 8-K 1 ft2095.txt ================================================================================ 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) February 18, 2005 FARO TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 0-23081 59-3157093 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 125 Technology Park, Lake Mary, Florida 32746 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (407) 333-9911 -------------------------------------------------------------- (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS ITEM 7.01 REGULATION FD DISCLOSURE On February 18, 2005, FARO Technologies announced via press release, subject: FARO Adds CFO to Executive Team; Announces Future CEO Transition Plan. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press release dated as of February 18, 2005 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. ----------------------- (Registrant) Date February 18, 2005 /s/ Gregory A. Fraser --------------------------------------- Gregory A. Fraser Executive Vice President, Secretary and Treasurer EX-99.1 2 ft2095ex991.txt Exhibit 99.1 FARO ADDS CFO TO EXECUTIVE TEAM; ANNOUNCES FUTURE CEO TRANSITION PLAN LAKE MARY, Fla., Feb. 18 /PRNewswire-FirstCall/ -- FARO Technologies, Inc. (Nasdaq: FARO) today announced the appointment of Barbara R. Smith as Chief Financial Officer, effective February 21, 2005. Ms. Smith, a 23-year veteran of Alcoa Inc., will take over the CFO duties from co-founder Greg Fraser, who will remain as Executive Vice President of the Company. "We are positioning ourselves for continued strong growth during the next few years, in particular with an emphasis on growing our Asian markets, new technology and business acquisitions and continued penetration into our existing markets," said Simon Raab, Chairman and CEO. With the addition of Ms. Smith to the executive team, both founders will be able to contribute their time and focus to these strategic initiatives. (Logo: http://www.newscom.com/cgi-bin/prnh/20000522/FLM035LOGO ) "Barbara Smith's appointment is a result of an extensive search based on very high and clearly defined expectations for qualifications and personality fit within our senior executive team," said Raab. "Barbara's extensive experience in several of Alcoa's manufacturing segments is ideally suited to our needs as we continue to grow." The Company also announced that, as part of the Board of Directors' strategic planning process with respect to CEO succession, it intends to enter into a transition agreement with Simon Raab, CEO. The Company expects that, beginning in March 2006, Mr. Raab will share CEO duties with Jay Freeland, President and COO, allowing Mr. Raab to focus on research and development and strategic initiatives. "To date Jay has met all expectations set when he joined the Company, and I have no hesitation in entering into a transition agreement, which will have him begin to assume some CEO duties a year from now," Raab continued. "This agreement will allow me to focus on those things where I bring the most value to the Company, while providing for a smooth CEO transition." 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: * The failure of the Company to come to enter into a transition agreement with Simon Raab; * the failure of Jay Freeland to assume a greater role in the management of the Company; * 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 FARO Technologies, Inc. (Nasdaq: FARO) 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 Laser ScanArm; FARO Gage and Gage-PLUS; Platinum, Titanium and Advantage FaroArms; the FARO Laser Tracker X and Si; and the CAM2 family of advanced CAD-based measurement and reporting software. FARO Technologies is ISO 9001 certified and ISO-17025 laboratory registered. Learn more at http://www.faro.com .. SOURCE FARO Technologies, Inc. -0- 02/18/2005 /CONTACT: Greg Fraser, Executive Vice President, FARO Technologies, Inc., +1-407-333-9911; or Vic Allgeier, The TTC Group, +1-212-227-0997, for FARO Technologies, Inc./ /Photo: NewsCom: 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 / -----END PRIVACY-ENHANCED MESSAGE-----