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) March 29,
2005
Commission
File Number 0-20381
FARO
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Florida |
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59-3157093 |
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(State
or Other Jurisdiction of Incorporation) |
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(IRS
Employer 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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(407)
333-9911 |
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(Registrant’s
Telephone Number, Including Area Code) |
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(Former
Name or Former Address, if Changed Since Last Report) |
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
2.01 Completion
of Acquisition of Disposition of Assets.
On March
29, 2005, a subsidiary of FARO Technologies, Inc. acquired iQvolution AG.
iQvolution is headquartered in Ludwigsburg, Germany and manufactures and
supplies three-dimensional laser scanning products and services. Their
technology is currently used for factory planning, facility life-cycle
management, quality control, performing forensic analysis and in general,
processing large volumes of three-dimensional data.
The
acquisition was made pursuant to a Stock Purchase Agreement dated March 29, 2005
entered into each of the shareholders of iQvolution. None of the iQvolution
shareholders, officers, directors or employees had any material relationship
with FARO Technologies, Inc. or any of its affiliates, or any director or
officer of FARO Technologies, Inc., or any association of any such director or
officer.
The
purchase price for the acquisition was 3 million Euros in cash and 314,736
shares of FARO common stock. 162,444 of these shares of FARO common stock is
being held in escrow and will be paid to the iQvolution shareholders over five
years subject to achieving predetermined performance goals.
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 thereunder
duly authorized.
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FARO
TECHNOLOGIES, INC. |
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| Date: April 1, 2005 |
By: |
/s/ Gregory A.
Fraser |
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Gregory A. Fraser |
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Executive Vice President,
Secretary and
Treasurer |