Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Faro Technologies, Inc.
(Exact name of registrant as specified in its charter)
Registration No. 333-_______ |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 | |||||||
(Exact name of registrant as specified in its charter) | |||||||
Florida (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) | |||||
FARO Technologies, Inc. 125 Technology Park Lake Mary, Florida 32746 (407) 333-9911 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Jay Freeland President and Chief Operating Officer FARO Technologies, Inc. 125 Technology Park Lake Mary, Florida 32746 (407) 333-9911 Fax: (407) 333-4181 (Name, address, including zip code, and telephone number, including area code, of agent for service) with a copy to: Martin A. Traber Steven W. Vazquez Foley & Lardner LLP 100 N. Tampa Street, Suite 2700 Tampa, Florida 33602 (813) 229-2300 Fax: (813) 221-4210 | |||||||
Lake Mary, Florida 32746
(407) 333-9911
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gregory A. Fraser, Ph.D.
Executive Vice President, Secretary and Treasurer
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
(407) 333-9911
Fax (407) 333-4181
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Martin A. Traber, Esq.
Steven W. Vazquez, Esq.
Carolyn T. Long, Esq.
Foley & Lardner
100 North Tampa St., Suite 2700
Tampa, Florida 33602
(813) 229-2300
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.Statement, as determined by the selling shareholders.
| Title of each class of securities to be registered | Amount to be Registered(1) | Proposed maximum offering price per unit(1) | Proposed maximum aggregate offering price(1) | Amount of registration fee(2) | ||||
Debt Securities | ||||||||
Common Stock, par value $0.001 per share(3) | ||||||||
Warrants(4) | ||||||||
Units consisting of two or more of the above Total | $125,000,000 | $125,000,000 | $14,712.50 | |||||
Title of Each Class of Securities to Be Registered | Amount to Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
Common Stock, par value $.001 per share | 314,736 shares | $24.97 | $7,858,958 | $941.60 |
| (1) | |
| (2) | Estimated solely for the purpose of |
Subjecttime of up to Completion DatedJanuary 10, 2005
PROSPECTUS
$125,000,000
314,736 shares of common stock of FARO Technologies, Inc.
Debt Securities, Common Stock and Warrants
When we offer securities, we will provide you with a prospectus supplement describing by the terms of the specific issue of securities, including the offering price of the securities. The prospectus supplements may also add, update or change information containedshareholders named in this prospectus. You should read this prospectus andThese shareholders acquired these shares directly from us in connection with our acquisition of iQvolution Ag on March 29, 2005.
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 shareholders will sell any of these shares.
On April 11, 2005, the last reported sale price of our common stock was $24.84 per share.
The securities may be offered in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you through agents which we may select, or through underwriters and dealers which we may select. If we use agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement.
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The information in this prospectus or any prospectus supplement may not contain allis accurate as of any date other than the information that may be important to you. You should readdate on the entire prospectus or any supplement, as well as the documents incorporated by reference infront of the prospectus or any supplement, before making an investment decision.
FARO® and the FARO logo are registered trademarks of FARO Technologies, Inc. Other trademarks and service marks appearing in this prospectus are the property of their respective holders.
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This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement, that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectusas applicable.
When used in this prospectus and any prospectus supplement, the terms “FARO,” “we,” “our,” “us” and the “Company” refer to FARO Technologies, Inc. and it subsidiaries. The following summary contains basic information about us. It likely does not contain all the information that is important to you. We encourage you to read this entire prospectus and the documents we have referred you to.
Our Business
The Company designs, develops, markets and supportssupport portable, software-driven, 3-D measurement systems that are used in a broad range of manufacturing and industrial applications. The Company’sOur principal products are the Faro Arm, FARO Scan Arm and Faro Gage articulated measuring devices, the Faro Laser Tracker, and their companion CAM2 software, which provide for CAD-basedcomputer-aided design (CAD)-based inspection and/or factory-level statistical process control. Together, these products integrate the measurement and quality inspection function with CAD software to improve productivity, enhance product quality and decrease rework and scrap in the manufacturing process. The Company usesWe use the acronym “CAM2” for this process, which stands for Computer-aided manufacturing measurement. The Company’sthe computer-aided measurement market. Our products bring precision measurement, quality inspection and specification conformance capabilities, integrated with leading CAD software, to the factory floor. The Company isWe are a pioneer in the development, marketing and manufacturing of 3-D measurement technology in manufacturing and industrial applications and currently holds 33 issued or pending patents. The Company’sapplications. Our products have been purchased by approximately 3,5003,800 customers worldwide, ranging from small machine shops to such large manufacturing and industrial companies as Audi, Bell Helicopter, Boeing, British Aerospace, Caterpillar, Daimler Chrysler, General Electric, General Motors, Honda, Johnson Controls, Komatsu Dresser, Lockheed Martin, Nissan, Siemens, Volkswagen among many others.
prospectus.
| · | the size and timing of customer orders, many of which are received towards the end of the quarter; |
| · | sales promotions and sales of demonstration equipment; |
| · | geographic expansion in the Asia/Pacific region and other regions; |
| · | training and ramp-up time for new sales people; |
| · | investments in technologies and new products; |
| · | our inability to successfully identify and acquire target companies or achieve expected benefits from acquisitions that are consummated, such as iQvolution; |
| · | the effects of increased competition as a result of recent consolidation in the CAM2 market; |
| · | our effective tax rate; |
| · | the amount of time that it takes to fulfill orders and ship our products; |
| · | the length of our sales cycle to new customers and the time and expense incurred in further penetrating our existing customer base; |
| · | increases in operating expenses for product development and new product marketing; |
| · | costs associated with new product introductions, such as assembly line start-up costs and low introductory period production volumes; |
| · | the timing and market acceptance of new products and product enhancements; |
| · | customer order deferrals in anticipation of new products and product enhancements; |
| · | our success in expanding our sales and marketing programs; |
| · | start-up costs and ramp-up time associated with opening new sales offices outside of the United States; |
| · | fluctuations in revenue without proportionate adjustments in fixed costs; |
| · | the efficiencies achieved in managing inventories and fixed assets; and |
| · | adverse changes in the manufacturing industry and general economic conditions. |
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.
| · | difficulties in staffing and managing foreign operations; |
| · | political and economic instability; |
| · | unexpected changes in regulatory requirements and laws; |
| · | longer customer payment cycles and difficulty collecting accounts receivable; |
| · | export duties, import controls and trade barriers; |
| · | governmental restrictions on the transfer of funds to us from our operations outside the United States; |
| · | burdens of complying with a wide variety of foreign laws and labor practices; and |
| · | fluctuations in currency exchange rates, which could affect local payroll utility and other expenses. |
| · | 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); |
| · | the inability to maintain uniform standards, controls, procedures and policies; |
| · | the need or obligation to divest portions of the acquired companies; and |
| · | the potential impairment of relationships with customers. |
| · | the inability to expand sales of laser scanning products and services beyondengineering applications to other opportunities, such as law enforcement and the forensics market, |
| · | the amount of time that it takes to fulfill orders and ship iQvolution’s products, |
| · | the fact that the market potential for the three-dimensional laser scanning market and the potential adoption rate for iQvolution’s products are difficult to quantify and predict; |
| · | development by others of new or improved products, processes or technologies that make iQvolution’s products and services obsolete or less competitive; |
| · | our inability to introduce new products,such as aphase-based laser scanner for outdoor use, reduce the cost of the products, or improve the ease of use of the products; |
| · | a decline in the overall market opportunity for the products of iQvolution; and |
| · | the loss of Dr. Bernd-Dietmar Becker or Dr. Reinhard Becker, the co-founders of iQvolution, or other key personnel. |
| · | increased responsibility for existing and new management personnel; and |
| · | incremental strain on our operations and financial and management systems (both domestically and internationally). |
| · | developments in the industries in which we operate; |
| · | actual or anticipated variations in quarterly or annual operating results; |
| · | speculation in the press or investment community; and |
| · | announcements of technological innovations or new products by us or our competitors. |
There is no established trading market for the securities offered other than our common stock, and we do not intend to apply for listing of the securities (other than our common stock) offered on any national securities exchange or for quotation of the securities offered on any automated dealer quotation system. We expect that any underwriters we select will make a market in the securities issued in connection with this prospectus, although they would be under no obligation to do so and may discontinue any market-making activities at any time without any notice. Accordingly, no assurance can be given as to the price of the securities offered, the liquidity of the trading market for the securities offered or that an active public trading market for the securities offered does not develop, the market price
and liquidity of the securities offered may be adversely affected. If the securities offered are traded, they may trade at a discount from their offering price, depending upon prevailing interest rates, the market for similar securities, our performance and certain other factors. The liquidity of, and trading markets for, any debt securities offered may also be adversely affected by general declines in the market for non-investment grade debt. Such declines may adversely affect the liquidity of, and trading markets for, the securities offered, independent of our financial performance or prospects. Historically, the markets for non-investment grade debt securities have been subject to disruptions that have caused substantial price volatility. There can be no assurance that the market for any debt securities offered will not be subject to similar disruptions. Any such disruptions may have a material adverse effect on the value of such securities offered.
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.
As of October 2, 2004, our executive officers and directors and entities affiliated with them, in the aggregate, beneficially owned approximately 19.27% of our common stock, 19.24% of which is beneficially owned by our
| · | a limitation on shareholders' ability to call a special meeting of our shareholders; |
| · | 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; |
| · | our classified board of directors, which means that approximately one-third of our directors are elected each year; and |
| · | 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 debt securities will be our unsecured obligations. The debt securities will be effectively juniorthe other information included in rightthis prospectus or in a supplement to this prospectus and in documents we incorporate by reference. You can obtain the information incorporated by reference into this prospectus without charge by following the instructions in the “Where You Can Find More Information” section of payment to all secured indebtedness. Upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing such secured indebtedness before the holders of the debt securities will be entitled to receive any payment with respect thereto. As a result, the holders of the debt securities may recover proportionally less than holders of our secured indebtedness. As of October 2, 2004, we had approximately $127,834 of unsecured indebtedness outstanding, no secured indebtedness, and the capacity to borrow approximately $5.0 million of additional unsecured indebtedness under our credit facility.
this prospectus.
prospectus. We will have significant discretion in the use ofnot receive any net proceeds. Investors will be relying on the judgment of our management regarding the application of the proceeds of anyfrom the sale of the securities. Pending such uses,common stock offered by the selling shareholders under this prospectus, but we anticipate that we will investhave agreed to pay the net proceeds in interest-bearing securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratioexpenses of earnings to fixed charges for the periods indicated:
For the nine 2004 | For the year ended December 31, | ||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||
Ratio of earnings to fixed charges | 29.2 | 19.7 | (a | ) | (a | ) | 2.0 | (a | ) | ||||||
For purposes of computing the ratio of earnings to fixed charges, earnings consist of the sum of pretax income from continuing operations, and the portion of rent expense deemed to represent interest. Fixed charges consist of the sum of interest expense, and the portion of rent expense deemed to represent interest. Our fixed charges do not include any dividend requirements with respect to preferred stock because, as of the date ofpreparing this prospectus and for the five preceding fiscal years, we have had no preferred stock outstanding.
related registration statement.
From time to time, we may offer under
The aggregate initial offering priceiQvolution AG. That issuance was exempt from the registration requirements of the offered securities will not exceed $125,000,000.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth general termsSecurities Act of 1933, as amended. We are registering these shares to permit the selling shareholders to offer and provisions of the debt securities to which any prospectus supplement may relate. We will describe the particular terms and provisions of the series of debt securities offered by a prospectus supplement, and the extent to which such general terms and provisions described below may apply thereto, in the prospectus supplement relating to such series of debt securities.
The senior debt securities are to be issued in one or more series under an indenture, as supplemented or amendedsell these shares for resale from time to time between us and an institution that we will name in the related prospectus supplement, as trustee. For ease of reference, we will refer to the indenture relating to senior debt securities as the senior indenture and we will refer to the trustee under that indenture as the senior trustee.time. The subordinated debt securities are to be issued in oneselling shareholders may sell all, some, or more series under an indenture, as supplemented or amended from time to time, between us and an institution that we will name in the related prospectus supplement, as trustee. For ease of reference, we will refer to the indenture relating to subordinate debt securities as the subordinate indenture and we will refer to the trustee under that indenture as the subordinate trustee. This summary of certain terms and provisionsnone of the debt securities and the indentures is not necessarily complete, and we refer you to the copy of the form of the indentures that are or will be filed as an exhibit to the registration statement of whichshares covered by this prospectus forms a part, and to the Trust Indenture Act of 1939, as amended. Whenever we refer to particular defined terms of the indentures in this section or in a prospectus supplement, we are incorporating these definitions into this prospectus or the prospectus supplement.
General
The debt securities will be issuable in one or more series pursuant to the applicable indenture, a supplemental indenture relating to such series of debt securities, or a resolution of our board of directors or a committee of the board. Unless otherwise specified in a prospectus supplement, each series of senior debt securities will rank equally in right of payment with all our other senior obligations. Each series of subordinated debt securities will be subordinated and junior in right of payment to the extent and in the manner set forth in the subordinated indenture and any supplemental indenture relating to that debt. In addition, such subordinated debt securities may rank equal or senior in right of payment to other subordinated indebtedness that may have been issued or will be issued in the future. Except as otherwise provided in a prospectus supplement, the indentures will not limit our incurrence or issuance of other secured or unsecured debt, whether under the indentures, any other indenture that we may enter into in the
future or otherwise. For more information, you should read the prospectus supplement relating to a particular offering of securities.
The applicable prospectus supplement or prospectus supplements will describe the following terms of each series of debt securities:
We may sell debt securities at a substantial discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates. We will describe material U.S. federal income tax consequences and special considerations applicable to those debt securities in the applicable prospectus supplement.
If the purchase price of any of the debt securities is payable in one or more foreign currencies or currency units or if any debt securities are denominated in one or more foreign currencies or currency units or if the principal of, premium, if any, or interest, if any, on any debt securities is payable in one or more foreign currencies or currency units, we will set forth the restrictions, elections, material U.S. federal income tax considerations, specific terms and otherprospectus. All information with respect to such issue of debt securities and such foreign currency or currency units in the applicable prospectus supplement.
If any index is used to determine the amount of payments of principal, premium, if any, or interest on any series of debt securities, we will describe the material U.S. federal income tax, accounting and other considerations applicable thereto in the applicable prospectus supplement.
Denominations, registration and transfer
Unless otherwise specified in the applicable prospectus supplement, the debt securities will be issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. Debt securities of any series will be exchangeable for other debt securities of the same issue and series, of any authorized denominations of a like aggregate principal amount, the same original issue date, stated maturity and bearing the same interest rate.
Holders may present each series of debt securities for exchange as provided above, and for registration of transfer, with the form of transfer endorsed thereon, or with a satisfactory written instrument of transfer, duly executed, at the office of the appropriate securities registrar or at the office of any transfer agent designated by us for such purpose and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the indenture. We will appoint the trustee of each series of debt securities as securities registrar for such series under the indenture. If the applicable prospectus supplement refers to any transfer agents, in addition to the securities registrar initially designated by us with respect to any series, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that we maintain a transfer agent in each place of payment for the series. We may at any time designate additional transfer agents with respect to any series of debt securities. In the event of any redemption, neither we nor the trustee will be required to:
Global debt securities
Unless otherwise specified in the applicable prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that we will deposit with, or on behalf of, a depositary identified in the prospectus supplement relating to such series. Global debt securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual debt securities represented by it, a global debt security may not be transferred except as a whole by the depositary for the global debt security to a nominee of the depositary, or by a nominee of the depositary to the depositary or another nominee of the depositary, or by the depositary or any nominee to a successor depositary or any nominee of the successor.
The specific terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to the series. We anticipate that the following provisions will generally apply to depositary arrangements.
Upon the issuance of a global debt security and the deposit of the global debt security with or on behalf of the applicable depositary, the depositary for the global debt security, or its nominee, will credit on its book-entry registration and transfer system the respective principal amounts of the individual debt securities represented by the global debt security to the accounts of persons, more commonly known as participants, that have accounts with the depositary. These accounts will be designated by the dealers, underwriters or agents with respect to the debt securities or by us if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global debt security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global debt security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee with respect to interests of participants and the records of participants with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global debt security.
So long as the depositary for a global debt security, or its nominee, is the registered owner of the global debt security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global debt security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global debt security will not be entitled to have any of the individual debt securities of the series represented by the global debt security registered in their names, will not receive or be entitled to receive physical delivery of any debt securities of the series in definitive form, and will not be considered the owners or holders of them under the indenture.
Payments of principal of, and premium, if any, and interest on individual debt securities represented by a global debt security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global debt security representing the debt securities. None of FARO, the trustee, any paying agent, or the securities registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of the global debt security for the debt securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for a series of debt securities or its nominee, upon receipt of any payment of principal, premium or interest in respect of a permanent global debt security representing any of the debt securities, immediately will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global debt security for the debt securities as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in the global debt security held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of these participants.
Unless otherwise specified in the applicable prospectus supplement, if the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue individual debt securities of the series in exchange for the global debt security representing the series of debt securities. In addition, unless otherwise specified in the applicable prospectus supplement, we may at any time and in our sole discretion, subject to any limitations described in the prospectus supplement relating to the debt securities, determine not to have any debt securities of the series represented by one or more global debt securities and, in such event, will issue individual debt securities of the series in exchange for such global debt securities. Further, if we so specify with respect to the debt securities of a series, an owner of a beneficial interest in a global debt security representing debt securities of the series may, on terms acceptable to us, the trustee and the depositary for the global debt security, receive individual debt securities of the series in exchange for such beneficial interests, subject to any limitations described in the prospectus supplement relating to the debt securities. In any such instance, an owner of a beneficial interest in a global debt security will be entitled to physical delivery of individual debt securities of the series represented by the global debt security equal in principal amount to its beneficial interest and to have the debt securities registered in its name. Individual debt securities of the series so issued will be issued in denominations, unless otherwise specified by us, of $1,000 and integral multiples thereof. The applicable prospectus supplement may specify other circumstances under which individual debt securities may be issued in exchange for the global debt security representing any debt securities.
Payment and paying agents
Unless otherwise indicated in the applicable prospectus supplement, payment of principal of, and premium, if any, and any interest on debt securities will be made at the office of the trustee in New York or at the office of such paying agent or paying agents as we may designate from time to time in the applicable prospectus supplement, except that at our option, payment of any interest may be made:
Unless otherwise indicated in the applicable prospectus supplement, we will make payment of any interest on debt securities to the person or entity in whose name the debt security is registered at the close of business on the regular record date for the interest payment, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent; however, we will at all times be required to maintain a paying agent in each place of payment for each series of debt securities.
Any monies deposited with the trustee or any paying agent, or held by us in trust, for the payment of the principal of, and premium, if any, or interest on any debt security and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable will, at our request, be repaid to us or released from such trust, as applicable, and the holder of the debt security will thereafter look, as a general unsecured creditor, only to us for payment.
Option to defer interest payments or to pay-in-kind
If provided in the applicable prospectus supplement, we will have the right, at any time and from time to time during the term of any series of debt securities, to defer the payment of interest for such number of consecutive interest payment periods as may be specified in the applicable prospectus supplement, subject to the terms, conditions and covenants, if any, specified in such prospectus supplement, provided that an extension period may not extend beyond the stated maturity of the final installment of principal of the series of debt securities. If provided in the applicable prospectus supplement, we will have the right, at any time and from time to time during the term of any series of debt securities, to make payments of interest by delivering additional debt securities of the same series. Certain material U.S. federal income tax consequences and special considerations applicable to the debt securities will be described in the applicable prospectus supplement.
Subordination
Except as set forth in the applicable prospectus supplement, the subordinated indenture will provide that the subordinated debt securities will be subordinated and junior in right of payment to all senior indebtedness of FARO. The term “senior indebtedness” will be defined in the applicable prospectus supplement. If:
then unless and until the default in payment or event of default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment, in cash, property or securities, by set-off or otherwise, will be made or agreed to be made on accountDistribution.” None of the subordinated debt securities or interest thereon or in respect ofselling shareholders has had any repayment, redemption, retirement, purchase or other acquisition of subordinated debt securities.
Except as set forth inmaterial relationship with us within the applicable prospectus supplement, the subordinated indenture will provide that in the event of:
all present and future senior indebtedness, including, without limitation, interest accruing after the commencement of the proceeding, assignment or marshaling of assets, will first be paid in full before any payment or distribution, whether in cash, securities or other property, will be made by us on account of subordinated debt securities. In that event, any payment or distribution, whether in cash, securities or other property,past three years other than securities of FARO or any other corporation provided for by a plan of reorganization or a readjustment, the payment of which is subordinate, at least to the extent provided in the subordination provisions of the indenture, to the payment of all senior indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustments and other than payments made from any trust described below under the caption “Satisfaction and Discharge; Defeasance,” which would otherwise, but for the subordination provisions, be payable or deliverable in respect of subordinated debt securities, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of FARO being subordinated to the payment of subordinated debt securities, will be paid or delivered directly to the holders of senior indebtedness or to their representative or trustee, in accordance with the priorities then existing among such holders, until all senior indebtedness shall have been paid in full. No present or future holder of any senior indebtedness will be prejudiced in the right to enforce subordination of the indebtedness evidenced by subordinated debt securities by any act or failure to act on our part.
Modification of indentures
From time to time, we and the trustees may modify the indentures without the consent of any holders of any series of debt securities with respect to some matters, including:
In addition, under the indentures, we and the trustees may modify some of our rights, covenants and obligations and the rights of holders of any series of debt securities with the written consent of the holders of at least a majority in aggregate principal amount of the series of outstanding debt securities; but no extension of the maturity of any series of debt securities, reduction in the interest rate or extension of the time for payment of interest, change in the optional redemption or repurchase provisions in a manner adverse to any holder of the series of debt securities, other modification in the terms of payment of the principal of, or interest on, the series of debt securities, or reduction of the percentage required for modification, will be effective against any holder of the series of outstanding debt securities without the holder’s consent.
In addition, we and the trustees may execute, without the consent of any holder of the debt securities, any supplemental indenture for the purpose of creating any new series of debt securities.
Events of default
The indentures will provide that any one or more of the following described events with respect to a series of debt securities that has occurred and is continuing constitutes an “event of default” with respect to that series of debt securities:
The holders of not less than a majority in outstanding principal amount of the series of debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee of the series. The trustee or the holders of not less than 25% in aggregate outstanding principal amount of the series may declare the principal due and payable immediately upon an event of default. The holders of a majority in aggregate outstanding principal amount of the series
may annul the declaration and waive the default if the default (other than the non-payment of the principal of the series that has become due solely by the acceleration) has been cured and a sum sufficient to pay all matured installments or interest and principal due otherwise than by acceleration has been deposited with the trustee of the series.
The holders of a majority in outstanding principal amount of a series of debt securities affected thereby may, on behalf of all the holders of the series of debt securities, waive any past default, except a default in the payment of principal or interest, unless the default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the trustee of the series, or a default in respect of a covenant or provision that under the related indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of the series. We are required to file annually with the trustees a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to it under the indentures.
In case an event of default shall occur and be continuing as to a series of debt securities, the trustee of the series will have the right to declare the principal of and the interest on the debt securities, and any other amounts payable under the indenture, to be forthwith due and payable and to enforce its other rights as a creditor with respect to the debt securities.
No holder of any debt securities will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless the holder shall have previously given to the trustee written notice of a continuing event of default, the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series shall have made written request and offered reasonable indemnity to the trustee of the series to institute the proceeding as a trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of the class a direction inconsistent with the request and shall have failed to institute the proceeding within 60 days. However, these limitations do not apply to a suit instituted by a holder of a debt security for enforcement of payment of the principal or interest on the debt security on or after the respective due dates expressed in the debt security.
Consolidation, merger, sale of assets and other transactions
Unless otherwise indicated in the applicable prospectus supplement, the indentures will provide that we will not consolidate with or merge into any other person or entity or sell, assign, convey, transfer or lease its properties and assets substantially as an entirety to any person or entity unless:
Unless otherwise indicated in the applicable prospectus supplement, the general provisions of the indentures do not afford holders of the debt securities protection in the event of a highly leveraged or other transaction involving us that may adversely affect holders of the debt securities.
Satisfaction and discharge; defeasance
The indentures will provide that when, among other things, all debt securities not previously delivered to the trustee for cancellation:
then the indenture will cease to be of further effect (except as to our obligations to pay all other sums due pursuant to the indenture and to provide the officers’ certificates and opinions of counsel described therein), and we will be deemed to have satisfied and discharged the indenture.
The indentures will provide that we may elect either:
Such a trust may be established only if, among other things, we have delivered to the trustee an opinion of counsel (as specified in the indenture) with regard to certain matters, including an opinion to the effect that the holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes(i) as a result of the depositownership of these shares, (ii) each selling shareholder other than cubixx GmbH and discharge,Dr. Wilfried Sihn has been employed by one of our subsidiaries since our acquisition of iQuolution AG, and will be subject to U.S. federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if the deposit and defeasance or covenant defeasance, as the case may be, had not occurred.
Redemption
Unless otherwise indicated in the applicable prospectus supplement, debt securities will not be subject to any sinking fund requirements.
Unless otherwise indicated in the applicable prospectus supplement, we may, at our option, redeem the debt securities of any series in whole at any time or in part from time to time, at the redemption price set forth in the applicable prospectus supplement plus accrued and unpaid interest to the date fixed for redemption, and debt securities in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. If the debt securities of any series are so redeemable only on
or after a specified date or upon the satisfaction of additional conditions, the applicable prospectus supplement will specify the date or describe the conditions.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to(iii) each holder of debt securities to be redeemed at the holder’s registered address. Unless we default in the payment of the redemption price onshareholders of cubixx GmbH has been employed by one of our subsidiaries since our acquisition of iQuolution AG.
Conversion or exchange
If and to the extent indicated in the applicable prospectus supplement, the debt securities of any series may be convertible or exchangeable into other securities. The specific terms on which debt securities of any series may be so converted or exchanged will be set forth in the applicable prospectus supplement. These terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, in which case the number of shares of other securities to be received by the holders of debt securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.
Certain covenants
The indentures will contain certain covenantsinformation regarding among other matters, corporate existence, payment of taxes and reports to holders of debt securities. If and to the extent indicated in the applicable prospectus supplement, these covenants may be removed or additional covenants added with respect to any series of debt securities.
Governing law
The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.
Information concerning the trustees
Each trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939, as amended. Subject to these provisions, each trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of the debt securities, unless offered reasonable indemnity by the holder against the costs, expenses and liabilities which might be incurred thereby. Each trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.
We are a Florida corporation. Your rights as a shareholder are governed by the Florida Business Corporation Act, our Articles of Incorporation, as amended, and our bylaws, as amended. The following descriptiontheir ownership of our common stock, together with the additional information included in any applicable prospectus supplements, summarizes the material terms and provisions of this kind of securities but is not complete. For the complete terms of our common stock, please refer to our Articles of Incorporation, as amended and bylaws, as amended that are incorporated by reference into the registration statement that includes this prospectus.
stock:
Selling Shareholder | Shares Owned PriorTo This Offering | Shares Being OfferedHereby | Shares Owned After Offering(1) | |
Number | Percentage(2) | |||
| cubixx GmbH | 297,432 | 297,432 | 0 | 0 |
| Jurgen Gittinger | 1,573 | 1,573 | 0 | 0 |
| Dr. Martin Ossig | 1,573 | 1,573 | 0 | 0 |
| Regis Derimay | 1,573 | 1,573 | 0 | 0 |
| Steffen Gehring | 1,573 | 1,573 | 0 | 0 |
| Rainer Simon | 3,147 | 3,147 | 0 | 0 |
| Dr. Hansjorg Volz | 1,573 | 1,573 | 0 | 0 |
| Bernard Broutechoux | 1,573 | 1,573 | 0 | 0 |
| Rick Ruitermann | 1,573 | 1,573 | 0 | 0 |
| Dr. Wilfried Sihn | 1,573 | 1,573 | 0 | 0 |
| Advanced Technical Solutions | 1,573 | 1,573 | 0 | 0 |
We are authorized to issue 50,000,000 shares of common stock, $.001 par value per share. Each holder of our common stock is entitled to one vote for each share held. Shareholders do not have the right to cumulate their votes in elections of directors. Accordingly, directors are elected by a plurality of the votes cast
(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 14,051,707 shares of common stock outstanding on March 9, 2005. |
Our common stock is listed on the Nasdaq National Market under the symbol “FARO.” Holders of our common stock will be entitled to dividends on a pro rata basis upon declaration of dividends by our board of directors. Dividends will be payable only out of funds legally available for the payment of dividends. Dividends that may be declared on our common stock will be paid in an equal amount to the holder of each share. Currently, we are not paying dividends. No pre-emptive rights are conferred upon the holders of such stock and there are no liquidation or conversion rights. There are no redemption or sinking fund provisions and there is no liability to further calls or to assessments by us. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual or legal restrictions and other factors deemed relevant by our board of directors. Upon our liquidation, holders of our common stock will be entitled to a pro rata distribution of our assets, after payment of all amounts owed to our creditors. The transfer agent for our common stock is American Stock Transfer & Trust Company.
We may issue warrants for the purchase of debt securities or common stock. Warrants may be issued independently or together with any other securitiesbeing offered by any prospectus supplement and may be attached to or separate from such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between FARO and a warrant agent specified in the applicable prospectus supplement. The warrant agent will act solely as an agent of FARO in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders of the warrants. Further terms of the warrants and the applicable warrant agreements will be set forth in the applicable prospectus supplement. Copies of the form of warrant agreement and warrant will be filed as exhibits to or incorporated by reference in the registration statement of which this prospectus forms a part, and the following summary is qualified in its entirety by reference to such exhibits.
The applicable prospectus supplement will describe the terms of the warrants, including, where applicable, the following:
We may offer and sell the securities to or through underwriting syndicates represented by managing underwriters, to or through underwriters without a syndicate or through dealers or agents. The prospectus supplement with respect to the offered securities will set forth the terms of the offering, including the following:
If any underwriters are involved in the offer and sale, the securities will be acquired by the underwriters and may be resold by them, either at a fixed public offering price established at the time of offering or from time to time in one or more negotiated 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 determinedor at negotiated prices. Selling shareholders may sell the shares by one or more of the following methods, without limitation:
· | 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; | |
· | purchases by a broker or dealer as principal and resale by the broker or dealer for its own account; | |
· | an exchange distribution or secondary distribution in accordance with the rules of any stock exchange or market on which the shares are listed; | |
· | ordinary brokerage transactions and transactions in which the broker solicits purchases; | |
· | 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; | |
· | privately negotiated transactions, directly or through agents; | |
· | through the distribution of the shares by any selling shareholder to its shareholders; | |
· | 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 | |
· | any combination of any of these methods of sale or distribution, or any other method permitted by applicable law. |
certain conditions precedent and the underwriters will be obligated to purchase all the securitiesnature described in the prospectus supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealersabove. The selling shareholders may be changed from time to time.
We may offer andalso sell the securities directly or through an agentin accordance with Rule 144 under the Securities Act rather than pursuant to this prospectus, regardless of whether the securities are covered by this prospectus.
If any underwriters are involvedother person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the offermarket and sale, they will be permittedto 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 transactions that maintain or otherwisemarket-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the pricemarketability of the securities. These transactions may include over-allotment transactions, purchasesshares and the ability of any person or entity to cover “short” positions created byengage in market-making activities with respect to the underwritershares.
Neither we nor any underwriter make any representation or prediction asshareholders will be entitled to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, neither we nor any underwriter make any representation that such underwriter will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
Underwriters, dealers and agentscontribution. We may be entitled, under agreements entered into with us, to indemnificationindemnified by usa selling shareholder against somecivil 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 1933, as amended.
the shares against specified liabilities arising under the federal securities laws in connection with the offering and sale of the shares.
Unless otherwise indicated inearlier of (a) the prospectus supplement, each seriesdate on which all the shares of offered securities will be a new issue of securities for which there currently is no market, other than the 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 or (b) the date on which is quoted onall the Nasdaq National Market. Any underwritersshares of common stock subject to whom securitiesthis registration statement are eligible to be sold for publicpursuant to Rule 144(k) of the Securities Act. We have agreed to pay all expenses in connection with this offering, and sale may make a market in such seriesbut not including underwriting discounts, concessions, commissions, or fees (legal or otherwise) of securities as permitted by applicable laws and regulations, but such underwritersthe selling shareholders.
Underwriters, agents and dealers may engage in transactions with or perform services, including various investment banking and other services, for us and/selling shareholders. We cannot assure you that the selling shareholders will sell all or any portion of our affiliates in the ordinary course of business.
shares offered under this prospectus.
Florida.
www.sec.gov.
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.
On
$125,000,000
DEBT SECURITIES,
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any authorized information or representations. This prospectus is an offer to sell only the securities it describes, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
PART II
Item 14.Other Expenses of Issuance |
The following table sets forth the costs and expenses payable by the Registrant in connection with the offerings described in this registration statement. In addition to the costs and expenses set forth below, we will pay any selling commissions and brokerage fees and any applicable taxes and fees and disbursements with respect to securities registered by this prospectus which we may sell, but these fees cannot be predicted with any certainty at this time due to the uncertainty as to the number of such securities. Distribution.
| Securities and Exchange Commission filing fee | $ | 941.60 | ||
| Nasdaq National Market listing fee | $ | 315.00 | ||
| Accounting fees and expenses | $ | 6,000.00 | ||
| Legal fees and expenses | $ | 15,000.00 | ||
| Miscellaneous | $ | 2,743.40 | ||
| Total expenses | $ | 25,000.00 |
SEC registration fee | $ | 14,712.50 | |
Legal fees and expenses | * | ||
Accounting fees and expenses | * | ||
Nasdaq fees | * | ||
Indenture trustees’ fees and expenses | * | ||
Printing fees | * | ||
Rating agency fees | * | ||
Miscellaneous expenses | * | ||
Total | $ | * | |
| filing fee, all fees and expenses are estimated. Item 15.Indemnification |
The Company is a Florida corporation. Reference is made to Section 607.0850 of theDirectors and Officers.
The Company’sCompany's Articles of Incorporation and bylawsBylaws provide that the Company shall indemnify directors and executive officers to the fullest extent now or hereafter permitted by the Florida Act. In addition, the Company may enter into Indemnification Agreements with its directors and executive officers in which the Registrant has agreed to indemnify such persons to the fullest extent now or hereafter permitted by the Florida Act. The indemnification provided by the Florida Act and the Company’sCompany's Bylaws is not exclusive of any other rights to which a director or officer may be entitled.
The Company has purchased insurance with respect to, among other things, liabilities that may arise under the statutory provisions referred to above.
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The general effect of the foregoing provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.
|
(a) | The undersigned Registrant hereby undertakes: |
| To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: | |||
| To include any prospectus required by Section 10(a)(3) of | |||
| To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; | |||
| To |
We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of our employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described in Item 15 or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth or described in Item 15 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
We hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Trust Indenture Act”) in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act
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| FARO TECHNOLOGIES, INC. | ||
By: | /s/ Simon Raab | |
| ||
| Chairman of the Board | |
| Chief Executive Officer, and Director | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, as of January 6, 2005.
Signature | Title | Date | |
| |||
/s/ Simon Raab Simon Raab | Chairman of the Board of Directors, President, Chief Executive Officer, and Director | April 12, 2005 | |
/s/ Gregory A. Fraser Gregory A. Fraser | Director, Executive Vice President, Secretary and Treasurer (the principal financial officer and | April 12, 2005 | |
/s/ Hubert d’Amours Hubert d’Amours | Director |
| |
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April 12, 2005 | ||
| ||
/s/ Stephen R. Cole Stephen R. Cole | Director |
April 12, 2005 |
|
| |
/s/ Norman H. Schipper Norman H. Schipper | Director |
April 12, 2005 |
/s/ Andre Julien Andre Julien | Director | April 12, 2005 |
/s/ John John Caldwell | Director |
April 12, 2005 |
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Exhibit Number | Document Description | |
3.1 | ||
3.2 | Bylaws, as amended (Filed as Exhibit 3.2 to |
4 | Registration Rights Agreement, dated March 29, 2005, by and among FARO Technologies, Inc. and the shareholders named on the signature pages thereto (filed herewith). |
5 | Opinion of Foley & Lardner LLP (including consent of counsel) (filed herewith). |
23.1 | Consent of Grant Thornton LLP (filed herewith). |
23.2 | Consent of Foley & Lardner LLP (filed as part of Exhibit 5). |
24 | Power of Attorney relating to subsequent amendments (included on the signature page to this Registration Statement). |
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