SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of the earliest event reported) JANUARY 16, 2002
------------------
Commission File Number 0-23081
FARO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3157093
- ----------------------------- -----------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
125 TECHNOLOGY PARK, LAKE MARY, FLORIDA 32746
- -------------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
(407) 333-9911
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 16, 2002, pursuant to an Agreement and Plan of
Merger dated September 14, 2001, as amended (the "Agreement"), FARO
Technologies, Inc. ("FARO" or the "Company") acquired SpatialMetrix Corporation
("SMX") in exchange for 500,000 shares of FARO common stock and the satisfaction
by the Company of certain obligations of SMX. In connection therewith, the
Company issued an additional 350,000 shares of FARO common stock and paid $2.0
million in cash to fully satisfy SMX's obligations to its two lenders. The
Company also assumed and/or satisfied other obligations of SMX. Under the terms
of the Agreement, the transaction will be recorded utilizing the purchasing
method of accounting. SMX Corp. is a leading manufacturer and supplier of laser
trackers and targets, metrology software, and contract inspection services.
In April 2001, the Company provided $1.5 million in financing
to SMX by entering into a Participation Agreement with SMX's bank pursuant to
which the Company funded and simultaneously acquired a $1.5 million interest in
SMX's then outstanding $3.8 million bank line of credit. In October 2001, the
Company and SMX entered into an additional agreement pursuant to which the
Company would provide to SMX up to an additional $1.5 million in financing. The
Company and SMX's bank amended the Participation Agreement so that such
additional financing to SMX also would be made through participation in SMX's
bank line of credit. Consequently, SMX's bank line of credit could increase to a
maximum of $5.3 million, of which FARO would own up to $3.0 million. Prior to
closing, the Company had provided $2.9 million of aggregate financing to SMX
pursuant to the Participation Agreement.
There were no other material relationships between FARO and SMX
prior to the Agreement. None of the directors or the executive officers of SMX
owned shares of FARO common stock prior to the Agreement. In addition, none of
the directors or the executive officers of the Company owned shares of stock of
SMX as of the date of the Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
It is impractical to provide the required financial statements
for SpatialMetrix Corporation at the date of this report. The required financial
statements will be provided as soon as practicable but not later than sixty days
after the date by which this Form 8-K must be filed.
(b) Pro forma financial information:
It is impractical to provide the required pro forma financial
statements for SpatialMetrix Corporation at the date of this report. The
required pro forma financial statements will be provided as soon as practicable
but not later sixty days after the date by which this Form 8-K must be filed.
2
(c) Exhibits:
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger among SpatialMetrix
Corporation, FARO Technologies, Inc., and FARO
Acquisition LLC, dated as of September 14, 2001,
as amended on December 26,2001, and as further amended
on January 16, 2002 (without schedules or exhibits).(1)
(1) FARO Technologies Inc. agrees to supplementally furnish a copy
of the omitted schedules or exhibits to the Securities and Exchange Commission
upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Se
Exchange Act of 1934, the Registrant has duly caused this report to be on its
behalf by the undersigned, thereunto duly authorized.
FARO TECHNOLOGIES, INC.
By: /s/ Gregory A. Fraser
--------------------------------------
Gregory A. Fraser
Executive Vice President,
Secretary, Treasurer, and
Director
Date: January 31, 2002