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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) MAY 7, 1998
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FARO TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
0-23081 59-3157093
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(Commission File Number) (IRS Employer Identification No.)
125 TECHNOLOGY PARK
LAKE MARY, FLORIDA 32746
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(Address of Principal Executive Offices) (Zip Code)
(407) 333-9911
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 7, 1998, pursuant to an Acquisition Agreement executed in the
United States dated as of May 7, 1998 (the "Agreement"), FARO Technologies Inc.
("FARO" or the "Company") acquired all of the assets of CATS Computer Aided
Technolgies, GmbH ("CATS") in exchange for $5 million in cash and 916,667
shares of FARO common stock. On May 15, 1998, the Agreement was executed in
Germany, in conformance with German law. Under the terms of the Agreement, the
transaction is to be accounted for utilizing the purchasing method of
accounting.
CATS, a corporation organized and existing under the laws of Germany,
develops software for 3-dimensional measurement, system level measurement,
quality control, and dimensional statistical process control. Wendelin
Scharbach and Siegfried Buss, co-founders of CATS will continue in management
roles with the Company.
There were no material relationships between FARO and CATS prior to
the Agreement. Neither Wendelin Scharbach nor Siegfried Buss owned any shares
of FARO's common stock prior to the execution of the Agreement. In addition,
none of the directors or executive officers of the Company owned any CATS stock
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 CATS Computer Aided Technolgies, GmbH at the date of the filing of
this Form 8-K. The required financial statements will be provided as
soon as practicable but not later than sixty days after the date on
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 CATS Computer Aided Technolgies, GmbH at the date of
the filing of this Form 8-K. The required pro forma financial
statements will be provided as soon as practicable but not later than
sixty days after the date on which this Form 8-K must be filed.
(c) Exhibits:
Exhibit No. Description
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2.1 Acquisition Agreement between CATS Computer Aided Technolgies,
GmbH and FARO Technologies, Inc. dated as of May 15, 1998
(without schedules or exhibits).(1)
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(1) FARO Technologies Inc. agrees to supplementally furnish a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission upon
request.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FARO TECHNOLOGIES, INC.
By: /s/ Gregory A. Fraser
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Gregory A. Fraser
Executive Vice President and CFO
Date: May 21, 1998
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FARO TECHNOLOGIES, INC.
FORM 8-K
DATE OF REPORT: MAY 7, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Acquisition Agreement between CATS Computer Aided Technolgies,
GmbH And FARO Technologies Inc. dated as of May 15, 1998
(without schedules or exhibits).(1)
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(1) FARO Technologies Inc. agrees to supplementally furnish a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission
upon request.