SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-23081
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 1998
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
FARO Technologies, Inc.
Address of Principal Executive Office (Street and Number):
125 Technology Park
City, State and Zip Code:
Lake Mary, Florida 32746
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(X) (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(X) (b) The subject annual report, or semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
( ) (c) The accountant's statement or other exhibit required by
Rule 12b-25 has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed).
The Registrant is in the process of amending its Form 10-Q's for the
second and third quarters of 1998 in accordance with guidelines established by
the Securities and Exchange Commission in its September 15, 1998 letter to the
American Institute of Certified Public Accountants associated with acquired
in-process research and development. Accordingly, the Registrant has reassessed
its valuation relating to its acquisition of CATS Computer Aided Technologies,
Computeranwendungen in der Fertigungssteurung, GmbH ("CATS"). Based on these
guidelines, the Registrant has reduced the in-process research and development
charge by $11.2 million as a change in estimate pursuant to APB 20 "Accounting
Changes" associated with the CATS acquisition. The effect of this change in
estimate would increase earnings of the Company, and result in a corresponding
increase in both the amount of intangibles at December 31, 1998, as well as
quarterly amortization expenses associated with the acquisitions for future
periods.
PART IV - OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Gregory A. Fraser
(407) 333-9911
2. Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) been
filed? If answer is no, identify report(s).
(X) Yes ( ) No
3. Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
(X) Yes ( ) No
4. If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Registrant is in the process of amending its Form 10-Q's for the
second and third quarters of 1998 in accordance with guidelines established by
the Securities and Exchange Commission in its September 15, 1998 letter to the
American Institute of Certified Public Accountants associated with acquired
in-process research and development. Accordingly, the Registrant has reassessed
its valuation relating to its acquisition of CATS Computer Aided Technologies,
Computeranwendungen in der Fertigungssteurung, GmbH ("CATS"). Based on these
guidelines, the Registrant has reduced the in-process research and development
charge by $11.2 million as a change in estimate pursuant to APB 20 "Accounting
Changes" associated with the CATS acquisition. The effect of this change in
estimate would increase earnings of the Company, and result in a corresponding
increase in both the amount of intangibles at December 31, 1998, as well as
quarterly amortization expenses associated with the acquisitions for future
periods.
<PAGE>
FARO Technologies, Inc. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: March 31, 1999 By: /s/ Gregory A. Fraser
---------------------
Gregory A. Fraser
Executive Vice-President, Secretary,
Treasurer and Chief Financial Officer
