1,930,000 Shares
FARO TECHNOLOGIES, INC.
Common Stock
-------------------------------
This prospectus relates to the offering from time to time of up to
1,930,000 shares of common stock of FARO Technologies, Inc. by the shareholders
named in this prospectus or their transferees, pledgees, donees or successors.
These shareholders acquired 1,158,000 of the shares directly from our company
and 772,000 of the shares from our two co-founders in a private placement that
closed as of November 12, 2003. We will not receive any proceeds from the sale
of these shares.
We are registering these shares for resale, but the registration of these
shares does not necessarily mean that the selling shareholder will sell any of
these shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"FARO." On December 18, 2003, the last reported sale price of our common stock
was $22.92 per share.
-------------------------------------
Investing in our common stock involves risks. See "Risk Factors" beginning
on page 1 for a discussion of these risks.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the sale of the common stock or
determined that the information in this prospectus is accurate and complete. It
is illegal for any person to tell you otherwise.
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The date of this prospectus is December 19, 2003.
TABLE OF CONTENTS
The Company............................................................. 1
Risk Factors............................................................ 1
Forward-Looking Statements.............................................. 7
Use of Proceeds......................................................... 8
Selling Shareholders.................................................... 8
Plan of Distribution.................................................... 9
Legal Matters........................................................... 12
Experts ............................................................... 13
Where You Can Find More Information..................................... 13
Incorporation of Certain Documents by Reference......................... 13
ABOUT THIS PROSPECTUS
This prospectus is a part of the registration statement that we filed with
the Securities and Exchange Commission. The selling shareholders named in this
prospectus may from time to time sell the securities described in the
prospectus. You should read this prospectus together with the more detailed
information regarding our company, our common stock, and our financial
statements and notes to those statements that appear elsewhere in this
prospectus and any applicable prospectus supplement together with the additional
information that we incorporate in this prospectus by reference, which we
describe under the heading "Incorporation of Certain Documents By Reference."
You should rely only on the information contained in, or incorporated
by reference in, this prospectus and in any accompanying prospectus supplement.
We have not authorized anyone to provide you with information different from
that contained in, or incorporated by reference in, this prospectus. The common
stock is not being offered in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of the
prospectus or prospectus supplement, as applicable.
ii
THE COMPANY
We are a leading provider of portable, computer-based measurement and
inspection equipment and related software used by manufacturers worldwide in the
automotive, aerospace, and heavy equipment industries to perform three
dimensional ("3-D") measurements and inspections during the manufacturing
process. We design, develop, market, and support products that play a key role
in the global trend toward computer-aided quality management. Our systems lead
to shortened production cycles, improved productivity, and enhanced quality
control. We serve a diverse customer base ranging from middle market
manufacturers throughout the supply chain to leading global manufacturers. Our
customers include Airbus, Boeing, Bombardier Aerospace, Caterpillar, Daimler
Chrysler, General Electric, General Motors, Honda, John Deere, Johnson Controls,
Lear Corporation, Lockheed Martin, Nike, and Toyota.
Our principal executive offices are located at 125 Technology Park, Lake
Mary, Florida 32746, and our telephone number at that address is (407) 333-9911.
Our website address is www.faro.com. Information on our website does not
constitute part of this prospectus.
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RISK FACTORS
You should carefully read the following factors and other information
contained or incorporated by reference in this prospectus before investing in
our common stock.
Risks Related to Our Operations
Our customers' buying process for our products is highly decentralized, and
therefore, it typically requires significant time and expense for us to further
penetrate the potential market of a specific customer, which may delay our
ability to generate additional revenue.
Our success will depend, in part, on our ability to further penetrate our
customer base. Most of our customers have a decentralized buying process for
measurement devices. Thus, we must spend significant time and resources to
increase revenues from a specific customer. For example, we may provide products
to only one of our customers' manufacturing facilities or for a specific product
line within a manufacturing facility. We cannot assure you that we will be able
to maintain or increase the amount of sales to our existing customers.
Others may develop products that make our products obsolete or less competitive.
The computer-aided manufacturing measurement ("CAM2") market is emerging
and could be characterized by rapid technological change. Others may develop new
or improved products, processes or technologies may make our products obsolete
or less competitive. We cannot assure you that we will be able to adapt to
evolving markets and technologies or maintain our technological advantage.
Our success will depend, in part, on our ability to maintain our
technological advantage by developing new products and enhancing our existing
products. Developing new products and enhancing our existing products can be
complex and time-consuming. Significant delays in new product releases or
difficulties in developing new products could adversely affect our revenues and
results of operations.
Because our customers are concentrated in a few industries, a reduction in sales
to any one of these industries could cause a significant decline in our
revenues.
Approximately 75% of our sales are to manufacturers in the automotive,
aerospace, and heavy equipment industries. We are dependent upon the continued
growth, viability, and financial stability of our customers in
1
these industries, which are highly cyclical and dependent upon the general
health of the economy and consumer spending. The cyclical nature of these
industries may exert significant influence on our revenues and results of
operations. In addition, the volume of orders from our customers and the prices
of our products may be adversely impacted by decreases in capital spending by a
significant portion of our customers during recessionary periods. In addition,
we generate significant accounts receivable in connection with providing
products and services to our customers. If one or more of our significant
customers were to become insolvent or otherwise were unable to pay for the
products provided by us, our operating results and financial condition would be
adversely affected.
Our inability to protect our patents and proprietary rights in the United States
and foreign countries could adversely affect our revenues.
Our success depends in large part on our ability to obtain and maintain
patent and other proprietary right protection for our processes and products in
the United States and other countries. We also rely upon trade secrets,
technical know-how, and continuing inventions to maintain our competitive
position. We seek to protect our technology and trade secrets, in part, by
confidentiality agreements with our employees and contractors. Our employees may
breach these agreements or our trade secrets may otherwise become known or be
independently discovered by inventors. If we are unable to obtain or maintain
protection of our patents, trade secrets, and other proprietary rights, we may
not be able to prevent third parties from using our proprietary rights.
Our patent protection involves complex legal and technical questions. Our
patents may be challenged, narrowed, invalidated, or circumvented. We may be
able to protect our proprietary rights from infringement by third parties only
to the extent that our proprietary processes and products are covered by valid
and enforceable patents or are effectively maintained as trade secrets.
Furthermore, others may independently develop similar or alternative
technologies or design around our patented technologies. Litigation or other
proceedings to defend or enforce our intellectual property rights could require
us to spend significant time and money and could otherwise adversely affect our
business.
Claims from others that we infringe their intellectual property rights may
adversely affect our operations.
From time to time we receive notices from others claiming we infringe their
intellectual property rights. The number of these claims may grow. Responding to
these claims may require us to enter into royalty and licensing agreements on
unfavorable terms, require us to stop selling or to redesign affected products,
or require us to pay damages. Any litigation or interference proceedings,
regardless of their outcome, may be costly and may require significant time and
attention of our management and technical personnel.
Our operating results may fluctuate due to a number of factors, many of which
are beyond our control.
Our annual and quarterly operating results have varied significantly in the
past and likely will vary significantly in the future as a result of:
o the size and timing of customer orders;
o the amount of time that it takes to fulfill orders and ship our
products;
o the length of our sales cycle to new customers and the time and expense
incurred in further penetrating our existing customer base;
o increases in operating expenses required for product development and
new product marketing;
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o costs associated with new product introductions, such as assembly line
start-up costs and low introductory period production volumes;
o the timing and market acceptance of new products and product
enhancements;
o customer order deferrals in anticipation of new products and product
enhancements;
o our success in expanding our sales and marketing programs;
o start-up costs associated with opening new sales offices outside of the
United States;
o fluctuations in revenue without proportionate adjustments in fixed
costs;
o the efficiencies achieved in managing inventories and fixed assets; and
o adverse changes in the manufacturing industry and general economic
conditions.
Any one or a combination of these factors could adversely affect our annual
and quarterly operating results in the future.
The CAM2 market is an emerging market, and our growth depends on the ability of
our products to attain broad market acceptance.
The CAM2 market is in an early stage of adoption. The market for
traditional fixed-base coordinate measurement machines ("CMMs"), check fixtures,
and other handheld measurement tools is mature. Part of our strategy is to
continue to displace these traditional measurement devices. Displacing
traditional measurement devices and achieving broad market acceptance of our
products requires significant effort to convince manufacturers to reevaluate
their historical measurement procedures and methodologies.
We market three closely interdependent products (FAROArms, FARO Laser
Tracker, and FARO Gage) and related software for use in measurement and
inspection applications. Substantially all our revenues currently are derived
from sales of these products and software, and we plan to continue our business
strategy of focusing on the portable software-driven, 3-D measurement and
inspection market. Consequently, our financial performance will depend in large
part on portable, computer-based measurement and inspection products achieving
broad market acceptance. If our products cannot attain broad market acceptance,
we will not grow as anticipated and may be required to make increased
expenditures on research and development for new applications or new products.
We compete with manufacturers of portable measurement systems and traditional
measurement devices, many of which have more resources than us and may develop
products or technologies that will directly compete with us.
Our portable measurement systems compete in the broad market for
measurement devices for manufacturing and industrial applications, which, in
addition to portable articulated arms and laser tracker products, consists of
fixed-base CMMs, check fixtures, and handheld measurement tools. The broad
market for measurement devices is highly competitive. Manufacturers of handheld
measurement tools and fixed-base CMMs include a significant number of
well-established companies that are substantially larger and possess
substantially greater financial, technical, and marketing resources than we
possess. In the laser tracker product line, we compete primarily with Leica
Geosystems, who is significantly larger than us and,
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we believe, currently the leader in this product line. We will be required to
make continued investments in technology and product development to maintain our
technological advantage over our competition. We cannot assure you that we will
have sufficient resources to make additional investments in technology and
product development or that our product development efforts will allow us to
successfully compete as the industry evolves.
Our competitors may develop products or technologies that directly compete
with us. For example, fixed-base CMMs are introducing computer-aided-design
("CAD")-based inspection software in response to the trend toward CAD-based
factory floor metrology. In addition, some fixed-base CMM manufacturers are
miniaturizing and increasing the mobility of their conventional CMMs. These
companies may continue to alter their products and devote resources to the
development and marketing of additional products that compete with ours.
We derive a substantial part of our revenues from our international operations,
which are subject to greater volatility and often require more management time
and expense to achieve profitability than our domestic operations.
Since 2000, we have derived over 50% of our sales from international
operations. We recently opened a manufacturing facility in Schaufhausen,
Switzerland and have regional sales offices in Germany, France, Spain, Italy,
Japan, and the United Kingdom. We are in the process of opening our first direct
sales office in China. Should trade relations between the United States and
China deteriorate, our ability to transfer products between China and other
regions of the world, including the United States, Asia, and Europe could be
significantly impaired and our results of operations would suffer. In our
experience, entry into new international markets requires considerable
management time as well as start-up expenses for market development, hiring, and
establishing office facilities before any significant revenues are generated. As
a result, initial operations in a new market may operate at low margins or may
be unprofitable.
Our international operations may be subject to a number of risks,
including:
o difficulties in staffing and managing foreign operations;
o political and economic instability;
o unexpected changes in regulatory requirements and laws;
o longer customer payment cycles and difficulty collecting accounts
receivable;
o export duties, import controls, and trade barriers;
o governmental restrictions on the transfer of funds to us from our
operations outside the United States;
o burdens of complying with a wide variety of foreign laws and labor
practices;
o fluctuations in currency exchange rates, which could affect local
payroll utility and other expenses; and
o inability to use net operating losses incurred by our foreign
operations to reduce our U.S. income taxes.
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Several of the countries where we operate have emerging or developing
economies, which may be subject to greater currency volatility, negative growth,
high inflation, limited availability of foreign exchange, and other risks. These
factors may harm our results of operations and any measures that we may
implement to reduce the effect of volatile currencies and other risks of our
international operations may not be effective. In addition, during 1997 and
1998, several Asian countries, including Japan, experienced severe currency
fluctuation and economic deflation. If such situations reoccur or occur in other
regions where we operate, it may negatively impact out sales and our ability to
collect payments from customers in these regions.
We rely to a large extent on the experience and management ability of our senior
executive officers.
Our success will depend, in part, on the services of our founders, Simon
Raab, our Chief Executive Officer, and Gregory Fraser, our Executive Vice
President and Chief Financial Officer. The loss or interruption of the continued
full-time services of these executives could have a material adverse effect on
us. We do not have employment agreements with these executives.
We may not be able to identify, consummate, or achieve expected benefits from
acquisitions.
We have completed two significant acquisitions since our initial public
offering in 1997. We intend to pursue access to additional technologies,
complementary product lines, and sales channels through selective acquisitions
and strategic investments. We may not be able to identify and successfully
negotiate suitable acquisitions, obtain financing for future acquisitions on
satisfactory terms or otherwise complete acquisitions in the future. In the
past, we have used our stock as consideration for acquisitions. Our common stock
may not remain at a price at which it can be used as consideration for
acquisitions without diluting our existing shareholders, and potential
acquisition candidates may not view our stock attractively.
Realization of the benefits of acquisitions often requires integration of
some or all of the acquired companies' sales and marketing, distribution,
manufacturing, engineering, finance, and administrative organizations. The
integration of acquisitions demands substantial attention from senior management
and the management of the acquired companies. Any acquisition may be subject to
a variety of risks and uncertainties, including:
o the inability to assimilate effectively the operations, products,
technologies, and personnel of the acquired companies (some of which
may be located in diverse geographic regions);
o the inability to maintain uniform standards, controls, procedures, and
policies;
o the need or obligation to divest portions of the acquired companies;
and
o the potential impairment of relationships with customers.
We cannot assure you that we will be able to integrate successfully any
acquisitions or that any acquired companies will operate profitably, or that we
will realize the expected benefits from any acquisition.
We may face difficulties managing growth.
Our growth has placed significant demands on our management and operations
and financial resources. If our business continues to grow rapidly in the
future, we expect it to result in:
o increased responsibility for existing and new management personnel, and
o incremental strain on our operations, and financial and management
systems.
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Our success under such conditions will depend to a significant extent on
the ability of our executive officers and other members of senior management to
operate effectively both independently and as a group. If we are not able to
manage future growth, our business, financial condition, and operating results
may be harmed.
Our dependence on suppliers for materials could impair our ability to
manufacture our products.
Outside vendors provide key components used by us in the manufacture of our
products. Although we believe that alternative sources for these components are
available, any supply interruption in a limited source component would harm our
ability to manufacture our products until a new source of supply is identified.
In addition, an uncorrected defect or supplier's variation in a component,
either known or unknown to us, or incompatible with our manufacturing processes,
could harm our ability to manufacture our products. We may not be able to find a
sufficient alternative supplier in a reasonable period, or on commercially
reasonable terms, if at all. If we fail to obtain a supplier for the manufacture
of components of our potential products, we may experience delays or
interruptions in our operations, which would adversely affect our results of
operations and financial condition.
Risks Related to Our Common Stock
Future sales of our common stock could depress our stock price.
We cannot predict the effect that future sales of our common stock will
have on the market price of our common stock. As of November 17, 2003, we had
13,460,720 shares of common stock outstanding. Shares that we sold to the
selling shareholders or other shares of our common stock that we issue in the
future may become available for resale in the public market from time to time.
Sales of substantial amounts of our common stock, or the perception that such
sales may occur, could adversely affect the market price of our common stock or
our ability to raise capital by offering equity securities.
We may experience volatility in our stock price that could affect your
investment.
The price of our common stock has been, and may continue to be, highly
volatile in response to various factors, many of which are beyond our control,
including:
o developments in the industries in which we operate;
o actual or anticipated variations in quarterly or annual operating
results;
o speculation in the press or investment community; and
o announcements of technological innovations or new products by us or our
competitors.
Our common stock's market price may also be affected by our inability to
meet analyst and investor expectations and failure to achieve projected
financial results, including those set forth in this prospectus. Any failure to
meet such expectations or projected financial results, even if minor, could
cause the market price of our common stock to decline. Volatility in our stock
price may result in your inability to sell your shares at or above the price at
which you purchased them in this offering.
In addition, stock markets have generally experienced a high level of price
and volume volatility, and the market prices of equity securities of many
companies have experienced wide price fluctuations not necessarily related to
the operating performance of such companies. These broad market fluctuations may
adversely affect our common stock's market price. In the past, securities class
action lawsuits frequently have been instituted against such companies following
periods of volatility in the market price of such companies' securities. If any
such litigation is instigated against us, it could result in substantial costs
and a
6
diversion of management's attention and resources, which could have a material
adverse effect on our business, results of operations, and financial condition.
Our executive officers and directors control a significant percentage of our
common stock and these shareholders may take actions that are adverse to your
interests.
Our executive officers and directors and entities affiliated with them, in
the aggregate, beneficially own approximately 24.0% of our common stock, 21.0%
of which is beneficially owned by our two co-founders, Simon Raab and Gregory
Fraser. As a result, these shareholders, acting together, can significantly
influence all matters requiring shareholder approval, including the election and
removal of directors and approval of significant corporate transactions such as
mergers, consolidations, and sales of assets. They also could dictate the
management of our business and affairs. This concentration of ownership could
have the effect of delaying, deferring, or preventing a change in control or
impeding a merger or consolidation, takeover, or other business combination,
which could cause the market price of our common stock to fall or prevent you
from receiving a premium in such a transaction.
Antitakeover provisions in our articles of incorporation and bylaws and
provisions of Florida law could delay or prevent a change of control that you
may favor.
Our articles of incorporation, our bylaws, and Florida law could make it
more difficult for a third party to acquire us, even if doing so would be
beneficial to you. These provisions could discourage potential takeover attempts
and could adversely affect the market price of our shares. Because of these
provisions, you might not be able to receive a premium on your investment. These
provisions include:
o a limitation on shareholders' ability to call a special meeting of our
shareholders;
o advance notice requirements to nominate directors for election to our
board of directors or to propose matters that can be acted on by
shareholders at shareholder meetings; and
o the authority of the board of directors to issue, without shareholder
approval, preferred stock with such terms as the board of directors may
determine.
The provisions described above could delay or make more difficult
transactions involving a change in control of us or our management.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, about our plans, beliefs, goals, intentions,
objectives, projections, expectations, assumptions, strategies, and future
events are forward-looking statements.
Words such as "may," "will," "believe," "plan," "should," "could," "seek,"
"expect," "anticipate," "intend," "estimate," "goal," "objective" and similar
words, or discussions of our strategy or other intentions identify
forward-looking statements. Forward-looking statements are subject to a number
of known and unknown risks, uncertainties, and other factors that could cause
actual results to differ materially from those contemplated by such
forward-looking statements. Consequently, you should not place undue reliance on
these forward-looking statements. We do not intend to update any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Important factors that could cause a material difference in the actual
results from those contemplated in such forward-looking statements include among
others those under "Risk Factors" and elsewhere in this prospectus and the
following:
7
o our inability to further penetrate our customer base;
o development by others of new or improved products, processes or
technologies that make our products obsolete or less competitive;
o our inability to maintain our technological advantage by developing new
products and enhancing our existing products;
o the cyclical nature of the industries of our customers and the
financial condition of our customers;
o the inability to protect our patents and other proprietary rights in
the United States and foreign countries and the assertion of
infringement claims against us;
o fluctuations in our annual and quarterly operating results as a result
of a number of factors;
o the inability of our products to displace traditional measurement
devices and attain broad market acceptance;
o the impact of competitive products and pricing in the CAM2 market and
the broad market for measurement and inspection devices;
o risks associated with expanding international operations, such as
fluctuations in currency exchange rates, difficulties in staffing and
managing foreign operations, political and economic instability, and
the burdens of complying with a wide variety of foreign laws and labor
practices;
o the loss of Simon Raab or Greg Fraser or other key personnel;
o our inability to identify, consummate, or achieve expected benefits
from acquisitions;
o the failure to effectively manage our growth; and
o the loss of a key supplier and the inability to find a sufficient
alternative supplier in a reasonable period or on commercially
reasonable terms.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds from the sale of
the common stock offered by this prospectus. We will not receive any of the
proceeds from the sale of the common stock offered by the selling shareholders
under this prospectus, but we have agreed to pay the expenses of preparing this
prospectus and the related registration statement.
SELLING SHAREHOLDERS
We are registering all 1,930,000 shares covered by this prospectus on
behalf of the selling shareholders named in the table below (including their
donees, pledgees, transferees, or other successors-in-interest who receive any
of the shares covered by this prospectus). We sold 1,158,000 and our two
co-founders sold 772,000 of these shares of common stock to the selling
shareholders in a private placement transaction that was exempt from the
registration requirements of the Securities Act of 1933, as amended. The sales
by us were exempt pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder as transactions by
an issuer not involving a public offering, where the purchasers were accredited
investors, represented their intention to acquire the securities
8
for investment only, not with a view to distribution, and received or had access
to adequate information about us. The sales by our two co-founders were exempt
pursuant to Section 4(1) of the Securities Act of 1933, as transactions by a
person other than an issuer, underwriter, or dealer. We are registering the
shares to permit the selling shareholders to offer and sell these shares for
resale from time to time. The selling shareholders may sell all, some, or none
of the shares covered by this prospectus. All information with respect to
beneficial ownership has been furnished to us by the respective selling
shareholders. For more information, see "Plan of Distribution." None of the
selling shareholders has had any material relationship with us within the past
three years other than as a result of the ownership of these shares.
9
The table below lists the selling shareholders and information regarding
their ownership of our common stock:
NUMBER OF
SHARES NUMBER OF
SELLING SHAREHOLDER OWNED PRIOR SHARES BEING SHARES OWNED AFTER
------------------- TO THIS OFFERED OFFERING (1)
OFFERING HEREBY ------------
-------- ------
NUMBER PERCENTAGE (2)
------ --------------
Smithfield Fiduciary LLC(3)(17) 100,000 100,000 0 *
Endeavor LP(4) 1,600 1,600 0 *
First American Insurance Small Cap
Growth Fund(4) 1,410 1,410 0 *
John J. Frautschi Life Trust
Microcap(4) 10,930 10,930 0 *
First American Small Cap Growth
Opportunities Fund(4) 211,960 211,960 0 *
Lyndhurst Associates(4) 2,870 2,870 0 *
Milwaukee Jewish Federation(4) 2,640 2,640 0 *
Greater Milwaukee Foundation Micro
Cap(4) 2,320 2,320 0 *
Henry Posner III Agency(4) 750 750 0 *
Posner Partners Microcap(4) 3,210 3,210 0 *
Paul M. Posner Agency(4) 850 850 0 *
St. Paul Electrical Construction
Pension SC(4) 1,520 1,520 0 *
St. Paul Electrical Construction
Supply SC(4) 1,730 1,730 0 *
E.S. Tallmadge Residuary Trust 2(4) 600 600 0 *
W.M. Chester-Chester Children SC(4) 370 370 0 *
Oregon Retail Employees Pension
Trust(4) 4,580 4,580 0 *
Richard D. Waterfield SCG(4) 1,040 1,040 0 *
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NUMBER OF
SHARES NUMBER OF
SELLING SHAREHOLDER OWNED PRIOR SHARES BEING SHARES OWNED AFTER
------------------- TO THIS OFFERED OFFERING (1)
OFFERING HEREBY ------------
-------- ------
NUMBER PERCENTAGE (2)
------ --------------
City of Springfield Missouri
Policemen and Firemens Retirement
Fund(4) 1,620 1,620 0 *
Cranshire Capital, L.P.(5) 150,000 150,000 0 *
Portside Growth & Opportunity
Fund(6)(17) 200,000 200,000 0 *
UBS O'Connor LLC f/b/o O'Connor
PIPES Corporate Strategies Ltd.(7) 50,000 50,000 0 *
UBS O'Connor LLC f/b/o O'Connor
Global Convertible Arbitrage Master
Ltd.(8) 50,000 50,000 0 *
Citadel Equity Fund Ltd.(9)(17) 128,400 100,000 28,400 *
SF Capital Partners Ltd.(10)(17) 305,000 305,000 0 *
Deephaven Small Cap Growth Fund,
LLC(11)(17) 225,000 225,000 0 *
American Century Mutual Funds, Inc.,
on behalf of New Opportunities
Fund(12)(17) 221,080 221,080 0 *
American Century Mutual Funds, Inc.,
on behalf of New Opportunities II
Fund(12)(17) 23,920 23,920 0 *
Gamma Opportunity Capital Partners,
LP(13) 15,000 15,000 0 *
Alpha Capital AG(14) 30,000 30,000 0 *
Elliott Associates, L.P.(15) 55,000 55,000 0 *
Longview International Equity Fund,
LP(16) 155,000 155,000 0 *
---------------------------
* Less than 1.0%.
(1) Assumes that the shareholders dispose of all the shares of common stock
covered by this prospectus and do not acquire or dispose of any additional
shares of common stock. The selling shareholders are not representing,
however, that any of the shares covered by this prospectus will be offered
for sale, and the selling shareholders reserve the right to accept or
reject, in whole or in part, any proposed sale of shares.
(2) The percentage of common stock beneficially owned is based on 13,460,720
shares of common stock outstanding on November 17, 2003.
(3) Highbridge Capital Management, LLC ("Highbridge") is the trading manager of
Smithfield Fiduciary LLC ("Smithfield") and consequently has voting control
and investment discretion over the shares of common stock held by
Smithfield. Glenn Dubin and Henry Swieca control Highbridge. Each of
Highbridge and Messrs. Dubin and Swieca disclaims beneficial ownership of
the shares held by Smithfield.
(4) Joseph Frohna has investment and voting power over the shares listed in his
capacities as the portfolio manager with respect to this account and a
Managing Director of U.S. Bancorp Asset Management, Inc., the investment
advisor to these fully discretionary accounts.
11
(5) Mitchell P. Kiffin, the President of Downsview Capital, Inc., the General
Partner of Cranshire Capital, L.P., has sole voting and investment control.
(6) The investment advisor to Portside Growth and Opportunity Fund is Ramius
Capital Group, LLC. The managing member of Ramius Capital Group, LLC is C4S
& Co., the managing members of which are Peter Cohen, Morgan Stark, Thomas
Strauss, and Jeffrey Solomon. As such, Messrs. Cohen, Stark, Strauss, and
Solomon may be deemed beneficial owners of the shares. Messrs. Cohen,
Stark, Strauss, and Solomon therefore disclaim beneficial ownership of such
shares.
(7) UBS O'Connor LLC, who is the investment manager for PIPES Corporate
Strategies Master Ltd., is a wholly-owned subsidiary of UBS AG, which is
traded on the New York Stock Exchange.
(8) UBS O'Connor LLC, who is the investment manager for O'Connor Convertible
Arbitrage Master Ltd., is a wholly-owned subsidiary of UBS AG, which is
traded on the New York Stock Exchange.
(9) Citadel Limited Partnership ("Citadel") is the trading manager of Citadel
Equity Fund Ltd. and consequently has voting control and investment
discretion over securities held by Citadel Equity Fund Ltd. Citadel
disclaims beneficial ownership of the shares beneficially owned by Citadel
Equity Fund Ltd. Kenneth C. Griffin indirectly controls Citadel and
therefore has ultimate voting and investment discretion over securities
held by Citadel Equity Fund Ltd. Mr. Griffin disclaims beneficial ownership
of the shares held by Citadel Equity Fund Ltd.
(10) Michael A. Roth and Brian J. Stark are the founding members and direct the
management of Staro Asset Management, L.L.C., a Wisconsin limited liability
company ("Staro"), which acts as investment manager and has sole power to
direct the management of SF Capital Partners Ltd. Through Staro, Messrs.
Roth and Stark possess sole voting and dispositive power over all of the
shares owned by SF Capital Partners Ltd.
(11) Deephaven Small Growth Fund LLC is a private investment fund that is owned
by all of its investors and managed by Deephaven Capital Management LLC.
Deephaven Capital Management LLC, of which Mr. Colin Smith is the Chief
Executive Officer, has voting and investment control over the shares that
are owned by Deephaven Small Cap Growth Fund LLC.
(12) The investment advisor to the New Opportunities Fund and the New
Opportunities II Fund, both a series of American Century Mutual Funds,
Inc., a registered investment company, is American Century Investment
Management, Inc., a registered investment advisor ("ACIM"). American
Century Companies, Inc. ("ACC") is the sole shareholder of ACIM. James E.
Stowers Jr., Chairman of ACC, controls ACC by virtue of his ownership of a
majority of its voting stock. Mr. Stowers disclaims beneficial ownership to
the shares of Faro Technologies, Inc.
(13) Gamma Capital Advisors, Ltd., an Anguilla, British West Indies company, is
the general partner to the stockholder Gamma Opportunity Capital Partners,
LP, a Cayman Islands registered limited partnership, with the power to vote
and dispose of the common shares being registered on behalf of the
stockholder. As such, Gamma Capital Advisors, Ltd. may be deemed to be the
beneficial owner of said shares. Christopher Rossman and Jonathon P.
Knight, PhD. are the directors of Gamma Capital Advisors, Ltd., each
possessing the power to act on its behalf. Gamma Capital Advisors, Ltd.,
Christopher Rossman, and Jonathon P. Knight, PhD. each disclaim beneficial
ownership of the shares of common stock being registered.
(14) Konrad Ackerman, the director of Alpha Capital AG, has sole voting and
investment control over the shares.
(15) Paul E. Singer and Elliott Capital Advisors LP, a Delaware limited
partnership ("ECALP"), are the general partners of Elliott Associates,
L.P., a Delaware limited partnership ("Elliott") and share voting and
investment control over the shares of Faro Technologies, Inc. held by
Elliott. Mr. Singer is also the only controlling person of ECALP.
(16) The Investment Advisor to the Longview International Equity Fund, L.P. is
Redwood Grove Capital Management, LLC. The managing member of Redwood Grove
Capital Management, LLC is Wayne H. Coleson. As such, Mr. Coleson may be
deemed a beneficial owner of the shares. Mr. Coleson disclaims beneficial
ownership of such shares.
(17) This shareholder is an affiliate of a broker-dealer.
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PLAN OF DISTRIBUTION
The selling shareholders may resell or redistribute the shares being
offered by this prospectus from time to time in one or more transactions on the
Nasdaq National Market or otherwise, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. Persons who are pledgees, donees,
transferees, or other successors in interest of any of the named selling
shareholders (including, but not limited to, persons who receive shares from a
named selling shareholder as a gift, partnership distribution, or other
non-sale-related transfer after the date of this prospectus) may also use this
prospectus and are included when we refer to "selling shareholders" in this
prospectus. If necessary, we would file a supplement to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of selling shareholders to include the pledge, donee,
transferee or other successors in interest as selling shareholders under this
prospectus. Selling shareholders may sell the shares by one or more of the
following methods, without limitation:
o block trades (which may include cross trades) in which the
broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account;
o an exchange distribution or secondary distribution in
accordance with the rules of any stock exchange or market on
which the shares are listed;
o ordinary brokerage transactions and transactions in which the
broker solicits purchases;
o an offering at other than a fixed price on or through the
facilities of any stock exchange or market on which the shares
are listed or to or through a market maker other than on that
stock exchange or market;
o privately negotiated transactions, directly or through agents;
o short sales of shares and sales to cover short sales;
o through the writing of options on the shares, whether the
options are listed on an options exchange or otherwise;
o through the distribution of the shares by any selling
shareholder to its partners, members or shareholders;
o one or more underwritten offerings;
o agreements between a broker or dealer and one or more of the
selling shareholders to sell a specified number of the
securities at a stipulated price per share; and
o any combination of any of these methods of sale or
distribution, or any other method permitted by applicable law.
The selling shareholders may also transfer the securities by gift. We
do not know of any current arrangements by the selling shareholders for the sale
or distribution of any of the securities. The selling shareholders have advised
us that they have acquired the shares being offered for sale in this
13
prospectus in the ordinary course of business and that at the time they
purchased such shares had no contract, undertaking, agreement or arrangement
with any person or entity to sell, transfer, distribute or grant participation
to any third person or entity with respect to the shares. If we are notified by
any selling shareholder that any material arrangement has been entered into with
a broker-dealer for the sale of shares of common stock, if required, we will
file a supplement to this prospectus.
The selling shareholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the securities. These brokers, dealers, or underwriters may
act as principals, or as an agent of a selling shareholder. Broker-dealers may
agree with a selling shareholder to sell a specified number of the securities at
a stipulated price per security. If the broker-dealer is unable to sell
securities acting as agent for a selling shareholder, it may purchase as
principal any unsold securities at the stipulated price. Broker-dealers who
acquire the shares as principals may thereafter resell the shares from time to
time in transactions in any stock exchange or automated interdealer quotation
system on which the securities are then listed, at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above. The selling shareholders may also sell the securities in
accordance with Rule 144 under the Securities Act rather than pursuant to this
prospectus, regardless of whether the securities are covered by this prospectus.
From time to time, one or more of the selling shareholders may pledge,
hypothecate, or grant a security interest in some or all of the shares owned by
them. The pledgees, secured parties, or persons to whom the shares have been
hypothecated will, upon foreclosure in the event of default, be deemed to be
selling shareholders. If necessary, we would file an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of selling shareholders to include the pledgee,
secured party or person to whom the shares have been hypothecated as selling
shareholders under this prospectus. The number of a selling shareholder's shares
offered under this prospectus will decrease as and when it takes such actions.
The plan of distribution for that selling shareholder's shares will otherwise
remain unchanged. In addition, a selling shareholder may, from time to time,
sell the shares short, and in those instances, this prospectus may be delivered
in connection with the short sales and the shares offered under this prospectus
may be used to cover short sales.
The selling shareholders and any underwriters, brokers, dealers, or
agents that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
concessions, commissions, or fees received by them and any profit on the resale
of the shares sold by them may be deemed to be underwriting discounts and
commissions.
A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with that selling shareholder,
including, without limitation, in connection with distributions of the shares by
those broker-dealers. A selling shareholder may enter into option or other
transactions with broker-dealers that involve the delivery of the shares offered
under this prospectus to the broker-dealers, who may then resell or otherwise
transfer those shares. A selling shareholder may also loan or pledge the shares
offered under this prospectus to a broker-dealer and the broker-dealer may sell
the shares offered under this prospectus so loaned or upon a default may sell or
otherwise transfer the pledged shares offered under this prospectus.
The selling shareholders and other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the related rules and
regulations adopted by the SEC, including Regulation M. This regulation may
limit the timing of purchases and sales of any of the shares by the selling
shareholders and any other person. The anti-manipulation rules under the
Exchange Act may apply to sales of shares in the market and to the activities of
the selling shareholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the shares to
engage in market-making activities with respect to the particular
14
shares being distributed for a period of up to five business days before the
distribution. These restrictions may affect the marketability of the shares and
the ability of any person or entity to engage in market-making activities with
respect to the shares.
We will indemnify the selling shareholders against liabilities,
including some liabilities under the Securities Act, in accordance with the
registration rights agreement, or the selling shareholders will be entitled to
contribution. We may be indemnified by a selling shareholder against civil
liabilities, including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling shareholder specifically
for use in this prospectus, in accordance with the registration rights
agreement, or we may be entitled to contribution. The selling shareholders may
agree to indemnify any brokers, dealers, or agents who participate in
transactions involving sales of the shares against specified liabilities arising
under the federal securities laws in connection with the offering and sale of
the shares.
The shares offered under this prospectus were originally issued to the
selling shareholders pursuant to an exemption from the registration requirements
of the Securities Act. We agreed to register the shares under the Securities Act
and to keep the registration statement of which this prospectus is a part
effective until the earlier of (a) November 11, 2005, or (b) the date on which
all the shares of common stock subject to this registration statement have been
sold under this registration statement or pursuant to Rule 144 of the Securities
Act or otherwise. We have agreed to pay all expenses in connection with this
offering, including legal fees of counsel to the selling shareholders not to
exceed $5,000, in the aggregate, but not including underwriting discounts,
concessions, commissions, or fees of the selling shareholders.
We will not receive any proceeds from sales of any shares by the
selling shareholders.
We cannot assure you that the selling shareholders will sell all or any
portion of the shares offered under this prospectus.
We will supply the selling shareholders and any stock exchange upon
which the shares are listed with reasonable quantities of copies of this
prospectus. To the extent required by Rule 424 under the Securities Act in
connection with any resale or redistribution by a selling shareholder, we will
file a prospectus supplement setting forth:
o the aggregate number of shares to be sold;
o the purchase price;
o the public offering price;
o if applicable, the names of any underwriter, agent or
broker-dealer; and
o any applicable commissions, discounts, concessions,
fees or other items constituting compensation to
underwriters, agents or broker-dealers with respect
to the particular transaction (which may exceed
customary commissions or compensation).
If a selling shareholder notifies us that a material arrangement has
been entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange, distribution, or secondary distribution or a
purchase by a broker or dealer, then we will file a prospectus supplement that
includes any other facts that are material to the transaction. If applicable,
this may include a statement to the effect that the participating broker-dealers
did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus.
15
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed on for us by Foley & Lardner, Tampa, Florida.
EXPERTS
The consolidated financial statements of FARO Technologies, Inc. appearing
in FARO Technologies, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2002 have been audited by Ernst & Young LLP, independent certified
public accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Exchange
Act. In accordance with the Exchange Act, we file reports, proxy statements, and
other information with the Securities and Exchange Commission. You can inspect
and copy these reports, proxy statements, and other information at the Public
Reference Room of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our Securities and Exchange Commission
filings are also available on the Securities and Exchange Commission's web site.
The address of this site is http://www.sec.gov.
We have filed with the Securities and Exchange Commission a registration
statement (which term includes all amendments, exhibits, and schedules thereto)
on Form S-3 under the Securities Act with respect to the shares offered by this
prospectus. This prospectus does not contain all the information set forth in
the registration statement because certain information has been incorporated
into the registration statement by reference in accordance with the rules and
regulations of the Securities and Exchange Commission. Please review the
documents incorporated by reference for a more complete description of the
matters to which such documents relate. The registration statement may be
inspected at the public reference facilities maintained by the Securities and
Exchange Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and is available to you on the Securities and Exchange
Commission's web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference into this prospectus the information we file with the Securities and
Exchange Commission, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information we file
later with the Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made by us with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until
the sale of all of the shares of common stock that are part of this offering.
The documents we are incorporating by reference are as follows:
- our Annual Report on Form 10-K for the fiscal year ended December
31, 2002;
- our Quarterly Report on Form 10-Q for the quarter ended March 29,
2003;
- our Quarterly Report on Form 10-Q for the quarter ended June 28,
2003;
- our Quarterly Report on Form 10-Q for the quarter ended September
27, 2003;
16
- our Current Reports on Form 8-K as filed with the SEC on April 17,
2003, May 9, 2003, July 15, 2003, August 6, 2003, September 9, 2003,
September 16, 2003, October 9, 2003, October 30, 2003, November 12,
2003, and November 13, 2003;
- the description of our common stock contained in our Registration
Statement on Form 8-A12G filed on September 15, 1997 and any
amendments or reports filed for the purpose of updating such
description; and
All documents that we file with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent
to the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered under this prospectus have been sold, or that deregisters all
securities then remaining unsold, will be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document we incorporate by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
Securities and Exchange Commission and incorporated by reference) modifies or is
contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superseded.
You may request a copy of these filings at no cost (other than exhibits
unless such exhibits are specifically incorporated by reference) by writing or
telephoning us at the following address and telephone number:
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
(407) 333-9911
Attention: Gregory A. Fraser
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1,930,000 SHARES
FARO TECHNOLOGIES, INC.
COMMON STOCK
December 19, 2003
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