<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
FARO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
FLORIDA 3829 59-3157093
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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)
---------------------
GREGORY A. FRASER, PH.D.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FARO TECHNOLOGIES, INC.
125 TECHNOLOGY PARK
LAKE MARY, FLORIDA 32746
(407) 333-9911
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C>
MARTIN A. TRABER, ESQ. JEFFREY M. STEIN, ESQ.
RUSSELL T. ALBA, ESQ. KING & SPALDING
FOLEY & LARDNER 191 PEACHTREE STREET, N.E.
100 NORTH TAMPA STREET, SUITE 2700 ATLANTA, GEORGIA 30303-1763
TAMPA, FLORIDA 33602 (404) 572-4600
(813) 229-2300
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-32983
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value...... 644,000 shares $12.00 $7,728,000 $2,342
========================================================================================================================
</TABLE>
(1) Includes 84,000 shares of Common Stock that may be purchased upon exercise
of an over-allotment option granted to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 6(b) and Rule 457(a) of the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by FARO
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
(File No. 333-32983) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference in this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, and State of
Florida, on this 17th day of September, 1997.
FARO TECHNOLOGIES, INC.
By: /s/ GREGORY A. FRASER
------------------------------------
Gregory A. Fraser
Executive Vice President, Secretary,
Treasurer, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of September 17, 1997
- ----------------------------------------------------- Directors, President and
Simon Raab Chief Executive Officer
/s/ GREGORY A. FRASER Director, Executive Vice September 17, 1997
- ----------------------------------------------------- President, Secretary,
Gregory A. Fraser Treasurer, Chief Financial
Officer
* Controller September 17, 1997
- -----------------------------------------------------
Ronald F. Kiser
* Director September 17, 1997
- -----------------------------------------------------
Hubert d'Amours
* Director September 17, 1997
- -----------------------------------------------------
Philip Colley
* Director September 17, 1997
- -----------------------------------------------------
Alexandre Raab
* Director September 17, 1997
- -----------------------------------------------------
Norman H. Schipper
* Director September 17, 1997
- -----------------------------------------------------
Martin Koshar
Director September , 1997
- -----------------------------------------------------
Andre Julien
* By: /s/ GREGORY A. FRASER
-----------------------------------------------
Gregory A. Fraser
Attorney-in-fact
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<C> <C> <S>
1.1** -- Form of Underwriting Agreement
3.1** -- Amended and Restated Articles of Incorporation of the
Company
3.2** -- Bylaws of the Company
4.1** -- Specimen Certificate for the Company's Common Stock
4.2** -- Form of Common Stock Purchase Warrant
5.1 -- Opinion of Foley & Lardner dated September 17, 1997
10.1** -- 1993 Stock Option Plan, as amended
10.2** -- 1997 Employee Stock Option Plan
10.3** -- 1997 Non-Employee Director Stock Option Plan
10.4** -- 1997 Non-Employee Directors' Fee Plan
10.5** -- Term WCMA Loan and Security Agreement dated September 24,
1996, between the Company and Merrill Lynch Business
Financial Services, Inc.
10.6** -- WCMA Note, Loan and Security Agreement dated April 23, 1997,
between the Company and Merrill Lynch Business Financial
Services, Inc.
10.7** -- Business Lease dated March 1, 1991, between the Company (as
successor-by-merger to FARO Medical Technologies (U.S.),
Inc.) and Xenon Research, Inc.
10.8** -- OEM Purchase Agreement dated June 7, 1996, between the
Company and Mitutoyo Corporation
10.9** -- Nonexclusive Unique Application Reseller Agreement dated
September 9, 1996, between the Company and Autodesk, Inc.
10.10** -- Form of Patent and Confidentiality Agreement between the
Company and each of its employees
11.1** -- Statement re computation of per share earnings
21.1** -- List of subsidiaries of the Company
23.1 -- Consent of Foley & Lardner (included in Exhibit 5.1)
23.2 -- Consent of Deloitte & Touche LLP
24.1** -- Power of Attorney relating to subsequent amendments
27.1** -- Financial Data Schedule -- six months ended June 30, 1997
(for SEC filing purposes only)
27.2** -- Financial Data Schedule -- year ended December 31, 1996 (for
SEC filing purposes only)
</TABLE>
- ---------------
** Incorporated by reference to Registration Statement No. 333-32983.
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
September 17, 1997
FARO Technologies, Inc.
125 Technology Park
Lake Mary, FL 32746
Ladies and Gentlemen:
This firm has acted as counsel to FARO Technologies, Inc., a Florida
corporation (the "Company"), in connection with its Registration Statement on
Form S-1 (File No. 333-32983) relating to the sale by the Company of up to
644,000 shares of the Company's common stock, $.001 par value (the "Shares").
For purposes of rendering this opinion, we have examined and relied
upon the original or a copy, certified to our satisfaction, of (1) the Articles
of Incorporation and Bylaws of the Company, (2) resolutions of the Board of
Directors of the Company authorizing the offering and the issuance of the
Shares, the Warrants and related matters, (3) the Registration Statement and
exhibits thereto, and (4) such other documents and instruments as we have deemed
necessary or appropriate to render the opinions expressed in this letter. In
making the foregoing examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, and
the authenticity of all such copies.
Based upon the foregoing examination, we are of the opinion that
the Shares to be sold by the Company pursuant to the Registration Statement
have been duly and validly authorized and, when issued and delivered in
accordance with the Underwriting Agreement (a form of which has been
incorporated by reference as Exhibit 1.1 to the Registration Statement), will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus incorporated by reference in the Registration
Statement. Nothing in this letter shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the Securities Act of
1933, as amended.
Very truly yours,
Foley & Lardner
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders of
FARO Technologies, Inc.
Jacksonville, Florida
We consent to the use in this Registration Statement on Form S-1 relating to
644,000 shares of Common Stock of FARO Technologies, Inc. of our report dated
February 24, 1997 (September 10, 1997 as to Note 11), appearing in the
Prospectus, which is incorporated by reference as part of this Registration
Statement, and to the references to us under the headings "Selected Consolidated
Financial Data" and "Experts" in such Prospectus.
Deloitte & Touche LLP
Jacksonville, Florida
September 17, 1997
