This prospectus provides a general descriptionselling stockholders may sell their shares of these securities. When we offer securities, we will provide you with a prospectus supplement describingCommon Stock in the specific termssection of the offering and the securities, including the offering price of the securities. The prospectus supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

We may sell the securities directly to investors or through agents or underwriters and dealers we select, on a continuous or delayed basis. Seecaptioned “Plan of Distribution” beginning on page 8 of this prospectus. If we use agents, underwriters or dealers, we will name them and describe their compensation in a prospectus supplement.

Distribution.”

Investing in our securities involves risks. See “Risk Factors” beginning on page 2 of

We may not use this prospectus to sell securities unless it is accompanied by a prospectus supplement that more fully describes the terms of the offering.

Unless the context otherwise requires, references in this prospectus and any prospectus supplement to “we,” “us,” “our,” the “Company,” and “FARO” refer to FARO Technologies, Inc. and its subsidiaries.

OUR BUSINESS

The Company designs, develops, manufactures, markets and supports portable, software driven, 3-D measurement and imaging systems used in a broad range of manufacturing, industrial, building construction and forensic applications. The Company’s FaroArm^®, FARO Laser ScanArm^® and FARO Gage articulated measuring devices, the FARO Laser Tracker Vantage, the FARO Focus3D, the FARO 3D Imager AMP, and their companion CAM2^® software, provide for Computer-Aided Design,include or CAD, based inspection and/or factory-level statistical process control and high-density surveying. Together, these products integrate the measurement, quality inspection, and reverse engineering functions with CAD software to improve productivity, enhance product quality and decrease rework and scrap in the manufacturing process. The Company uses the acronym “CAM2” for this process, which stands for computer-aided measurement. As of December 2011, the Company’s products have been purchased by approximately 13,000 customers worldwide, ranging from small machine shops to such large manufacturing and industrial companies as Audi, Boeing, Bombadier, Ford, General Electric, General Motors, Honda, Johnson Controls, Komatsu America International, Lockheed Martin, NASA, Northrup Grumman, Siemens and Volkswagen, among many others.

The Company was founded in 1982 and re-incorporated in Florida in 1992. The Company’s worldwide headquarters are located at 250 Technology Park, Lake Mary, Florida 32746, and its telephone number is (407) 333-9911. We maintain a website on the Internet at www.faro.com. The information on or accessible through our Internet website is not considered part of this prospectus.

FARO, FaroArm, FARO Laser ScanArm, FARO Gage, FARO Laser Tracker 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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RISK FACTORS

Investing in our securities involves a high degree of risk. Before you invest in our securities, you should carefully consider the risks discussed elsewhere in this prospectus and under the heading “Risk Factors” in any prospectus supplement, as well as the risks discussed in the documents we incorporate by reference herein. The occurrence of these risks or other risks not presently known to us could have a material adverse effect on our business, financial condition and results of operations and you may lose all or part of your investment in the offered securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus, the documents incorporated by reference herein and in any prospectus supplement may be deemed forward-looking statementsinclude “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our plans, beliefs, and current views with respect to, among other things,(the “Exchange Act”). Forward-looking statements are generally written in the future events and our financial performance. We often identify these forward-looking statementstense and/or are preceded by the use of forward-looking words such as “expect,” “potential,” “continue,“will,” “may,” “will,” “should,” “could,” “would,“expect,” “seek,“suggest,” “believe,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “anticipate” or other similar forward-looking words. Specifically, this prospectus contains, among others, forward-looking

uncertainties. The forward-looking statements included herein,contained in this prospectus, any prospectus supplementssupplement, and in the documentsinformation incorporated by reference as well as any expectationsin this prospectus are based on information currently available to us and expectations and assumptions that we deem reasonable at the time the statements were made. We do not undertake any obligation to update any forward-looking statements in this prospectus, any prospectus supplement, and the information incorporated by reference in this prospectus or in any of our other communications, except as required by law. All such forward-looking statements are subject to risksshould be read as of the time the statements were made and uncertainties and other importantwith the recognition that these forward-looking statements may not be complete or accurate at a later date.

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as well as other risks and uncertainties identified under the heading “Risk Factors”contained in this prospectus, any prospectus supplement, and the information incorporated by reference herein and therein, including those detailed in our most recentthe Risk Factors section of any Annual Report on Form 10-K incorporated by reference in this prospectus and in the section of any related prospectus supplement entitled “Risk Factors.”

You shouldwill be sold by the selling stockholders. We will not place undue reliance onreceive any forward-looking statement.of the proceeds from such sales.

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The prospectus supplement and any related free writing prospectus that we may authorizeOMA, fifteen trading days following such date, in each case, subject to be provided to you may also add or update information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus isforms a part.

We Additionally, the selling stockholders party to the OMA may not collectively transfer more than 15,000 shares of our Common Stock in a single trading day or more than 150,000 shares of our Common Stock in any 15 trading day period; provided, that CSIRO may transfer shares of our Common Stock in any amount in an open market sale through a designated broker (as described in the OMA).

USE OF PROCEEDS

Unless otherwise specified inshares covered by this prospectus. If any prospectus supplement, we intend to use the net proceeds fromselling stockholder notifies us that a material arrangement has been entered into with a broker-dealer for the sale of securities offeredshares through a block trade, special offering or secondary distribution or a purchase by this prospectus and anya broker or dealer, we may be required to file a prospectus supplement for one or more of the following:

We will describe the specific use of proceeds from the sale of securities inpursuant to the applicable prospectus supplement. We will have significant discretion inrules promulgated under the use of any net proceeds, and investors will rely onSecurities Act.

RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS

If we offer preferred stock pursuant to this registration statement, we will provide a ratio of earnings to fixed charges and/or ratio of combined fixed charges and preference dividends to earnings in the applicable prospectus supplement for such offering.

DESCRIPTION OF CAPITAL STOCK

The following summary of the terms of our common stock or interests therein, the selling stockholders may not be complete and is subject to, and qualifiedenter into hedging transactions with broker-dealers or other financial institutions, which may in its entirety by reference to, the terms and provisions of our articles of incorporation and our bylaws. You should refer to, and read this summary together with, our articles of incorporation and bylaws to review allturn engage in short sales of the terms of common stock thatin the course of hedging the positions they assume. The selling stockholders may be important to you.

Under our articles of incorporation, we are authorized to issue a total of 50,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 18, 2012 we had issued and outstanding 16,973,644 shares of common stock held by approximately 56 holders of record and no shares of preferred stock issued and outstanding. All outstandingalso sell shares of our common stock are fully paidshort and nonassessable. Our common stock is listed ondeliver these securities to close out their short positions, or loan or pledge the Nasdaq Global Select Market under the symbol FARO.

Dividends

Subject to preferences that might be applicable to any then outstanding preferred stock, holders of our common stock are entitled to participate equally in dividends when our Board of Directors declares dividends on our common stock out of legally available funds. We have never declared or paid any cash dividends on our common stock and do not anticipate paying any such cash dividends in the foreseeable future. Future dividends, if any, will be determined by our Board of Directors and will be based on our earnings, capital requirements and operating and financial condition, among other factors, at the time any such dividends are considered by our Board of Directors.

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Voting Rights

The holders of our common stock are entitled to one vote for each share of common stock held; our articles of incorporation do not provide for cumulative voting. Directors are elected by a plurality of votes cast by shares entitled to vote in the election of directors. On all other matters, unless a greater number of affirmative votes is required, an action is approved by a majority of votes cast at the meeting.

Liquidation and Dissolution

In the event of our liquidation, dissolution, or winding up, voluntarily or involuntarily, holders of our common stock will have the right to a ratable portion of the assets remaining after satisfaction in full of the prior rights of our creditors and of all liabilities, subject to prior distribution rights of any preferred stock then outstanding.

Other

Holders of our common stock are not entitled to any preemptive or preferential right to purchase or subscribe for shares of capital stock of any class and have no conversion, redemption or sinking fund rights.

Certain Statutory and Other Provisions

Statutory Provisions. The Company is subject to several anti-takeover provisions under Florida law that apply to public corporations organized under Florida law unless the corporation has elected to opt out of those provisions in its articles of incorporation or (depending on the provision in question) its bylaws. The Company has not elected to opt out of these provisions. The Florida Business Corporation Act, which we refer to as the FBCA, prohibits the voting of shares in a publicly held Florida corporation that are acquired in a “control share acquisition” unless the Board of Directors approves the control share acquisition or the holders of a majority of the corporation’s voting shares (exclusive of shares held by officers of the corporation, inside directors or the acquiring party) approve the granting of voting rights as to the shares acquired in the control share acquisition. A “control share acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to, directly or indirectly, exercise voting power in the election of directors within any of the following ranges: (i) one-fifth or more but less than one-third of such voting power, (ii) one-third or more but less than a majority of such voting power and (iii) a majority or more of such voting power. This statutory voting restriction is not applicable in certain circumstances set forth in the FBCA.

The FBCA also contains an “affiliated transaction” provision that prohibits a publicly-held Florida corporation from engaging in a broad range of business combinations or other extraordinary corporate transactions with an “interested shareholder” unless (i) the transaction is approved by a majority of disinterested directors, (ii) the Company has not had more than 300 shareholders of record during the past three years, (iii) the interested shareholder has owned at least 80% of the Company’s outstanding voting shares for at least five years, (iv) the interested shareholder is the beneficial owner of at least 90% of the voting shares (excluding shares acquired directly from the Company in a transaction not approved by a majority of the disinterested directors), (v) consideration is paid to the holders of the Company’s shares equal to the highest amount per share paid by the interested shareholder for the acquisition of Company shares in the last two years or fair market value and certain other conditions are met or (vi) the transaction is approved by the holders of two-thirds of the Company’s voting shares other than those owned by the interested shareholder. An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns (as defined in Section 607.0901(1) (e) of the FBCA) more than 10% of the Company’s outstanding voting shares.

Classified Board of Directors. The Company’s articles of incorporation and bylaws provide that the Board of Directors of the Company will be divided into three classes, with staggered terms of three years for each class. The term of one class expires each year. The Company’s bylaws provide that any vacancies on the Board of Directors will be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum. The articles of incorporation and bylaws of the Company also provide that any director may be removed from office, but only for cause and only upon the affirmative vote of the holders of at least two-thirds of our common stock.

Special Voting Requirements. The Company’s articles of incorporation provide that all actions taken by the shareholders must be taken at an annual or special meeting of the shareholders or by written consent of the holders of not less than two-thirds of the Company’s outstanding voting shares. The articles of incorporation provide that special meetings of the shareholders may be called only by the President, the Chairman of the Board, a majority

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of the members of the Board of Directors, even if less than a quorum, or the holders of not less than 50% of the Company’s outstanding voting shares. Under the Company’s bylaws, shareholders will be required to comply with advance notice provisions with respect to any proposal submitted for shareholder vote, including nominations for elections to the Board of Directors. The articles of incorporation and bylaws of the Company contain provisions requiring the affirmative vote of the holders of at least two-thirds of our common stock to amend certain provisionsbroker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of the Company’s articles of incorporation and bylaws.

Transfer Agent

American Stock Transfer and Trust Company serves as the transfer agent and registrar for all of our common stock.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of our common stock or preferred stock in one or more series.derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

be entitled to contribution.

General

The applicable prospectus supplement will describe the terms of the series of warrants, including:

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Exercise

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at an exercise price set forth in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date set forth in the applicable prospectus supplement. After such time on the expiration date, unexercised warrants will become void.

Holders may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised, together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements will be governed by and construed in accordance with the laws of the State of New York.

DESCRIPTION OF UNITS

We may issue, in one more series, units consisting of our common stock, preferred stock and warrants in any combination. We may issue units in such amounts and in such numerous distinct series as we determine. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement.

We will issue each series of units under a separate unit agreement to be entered into between us and the unit holders or a unit agent identified in the applicable prospectus supplement. The unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

We will file as an exhibit to theshelf registration statement of which this prospectus isforms a part or incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before we issue such series, and the following summary is qualified in its entirety by reference to such exhibit. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. You should read the following summary, the applicable prospectus supplement and any related free writing prospectuses, together with the complete applicable unit agreement and any supplemental agreements containing the terms of the units.

General

Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Accordingly, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

The applicable prospectus supplement will describe the terms of the series of units being offered, including:

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The provisions described in this section, as well as those described under “Description of Capital Stock” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock or warrant included in each unit, respectively.

Title

We, and any unit agent and any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus from time to time in any one or more of the following ways:

Each time that we use this prospectus to offer securities, we will also provide a prospectus supplement that contains the specific terms of the offering and the method of distribution, including:

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at varying prices determined at the time of sale, or at negotiated prices.

Only those underwriters identified in the applicable prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement. If underwriters are used in the sale of any securities, the underwriters will acquire the securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or directly through underwriters without a syndicate. The underwriters’ obligations to purchase any securities will be subject to certain conditions set forth interms and conditions. In the applicable underwriting agreement. However, if they purchase anyevent of such restriction or suspension, the securities, the underwriters will generally be obligated to purchase all of the securities, other than the securities covered by any over-allotment option.

We may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities, as well as any commissions we pay the agents. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to

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those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Agents and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on the NASDAQ Global Select Market. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list preferred stock on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwritersselling stockholders will not be obligatedable to do so and may discontinue any market making at any time without notice. We can offer no assurance as to the liquidity of, or the trading market for, any offered securities.

In connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. Underwriters may engage in over-allotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.

In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum discount or commission to be received by any FINRA member or independent broker-dealer may not exceed 8% of the aggregate offering pricedispose of the shares offered pursuantof Common Stock under the shelf registration statement.

is being delivered has been passed upon by Nelson Mullins Riley & Scarborough LLP.

evaluate these statements.

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incorporateany document previously incorporated by reference into thishave been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings made by usthat we make with the SECCommission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K), until the offering of the Common Stock being registered under the registration statement is terminated or completed, including reports filedall such documents we may file with the SEC after the date of the initial filing of the registration statement and prior to the effectiveness of the registration statement, until we file a post-effective amendment tostatement:

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following address: