FARO TECHNOLOGIES INC
8-K, 2000-08-25
MEASURING & CONTROLLING DEVICES, NEC
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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) AUGUST 21, 2000
                                                           ---------------




                             FARO TECHNOLOGIES, INC.
          ------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     Florida
              ----------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


                  0-23081                                59-3157093
--------------------------------------        ----------------------------------
      (Commission File Number)                 (IRS Employer 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)



<PAGE>


Item 4. Changes in Registrant's Certifying Accountant

         In a letter dated August 21, 2000, Deloitte & Touche LLP ("Deloitte"),
who had served as principal accountant to audit the consolidated financial
statements of the Registrant, resigned from its engagement with the Registrant.
Following such resignation, the Board of Directors of the Registrant approved
the engagement of Ernst & Young LLP as the Registrant's principal accountant and
replacement for Deloitte.

         During the two most recent fiscal years and the subsequent interim
period preceding August 21, 2000 (date of resignation), no report of Deloitte on
the Registrant's consolidated financial statements contained an adverse opinion
or a disclaimer of opinion, nor was one qualified as to uncertainty, audit
scope, or accounting principles.

         During the two most recent fiscal years and the subsequent interim
period preceding August 21, 2000 (date of resignation), there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make a reference to the subject matter of the disagreements
in connection with its report.

         Deloitte did not advise the Registrant at any time during the two most
recent fiscal years and the subsequent interim period preceding August 21, 2000
(date of resignation):

               (a)  that the internal controls necessary for the Registrant to
                    develop reliable consolidated financial statements did not
                    exist;

               (b)  that information had come to its attention that had led it
                    to no longer be able to rely on management's representa-
                    tions, or that had made it unwilling to be associated with
                    the consolidated financial statements prepared by
                    management;

               (c)  of the need to expand significantly the scope of its audit,
                    or that information had come to its attention during the two
                    most recent fiscal years and the subsequent interim period
                    preceding August 21, 2000 (date of resignation) that if
                    further investigated may (i) materially have impacted the
                    fairness or reliability of either: a previously issued audit
                    report or the underlying consolidated financial statements,
                    or the consolidated financial statements issued or to be
                    issued covering the fiscal periods subsequent to the date of
                    the most recent consolidated financial statements covered by
                    an audit report or (ii) have caused it to be unwilling to
                    rely on management's representations or be associated with
                    the Registrant's consolidated financial statements; or

               (d)  that information had come to its attention that it concluded
                    materially impacts the fairness or reliability of either
                    (i) a previously issued audit





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<PAGE>


                    report or the underlying consolidated financial statements
                    issued or to be issued covering the fiscal periods
                    subsequent to the date of the most recent consolidated
                    financial statements covered by an audit report.

         Neither the Registrant nor anyone on its behalf has consulted with
Ernst & Young regarding either: (a) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Registrant that Ernst & Young concluded was an important factor considered by
the Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a disagreement
or any other event described above.

ITEM 7. EXHIBIT INDEX

16    Letter from Deloitte & Touche LLP regarding Change in Certifying
      Accountant



                  (Remainder of page intentionally left blank.)





                                       3
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and 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
                                          --------------------------------------
                                            Gregory A. Fraser
                                            Executive Vice President


Date: August 25, 2000












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