UNITED
STATES
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)
February 19, 2009
FARO
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
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0-20381
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59-3157093
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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Identification
No.)
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125 Technology Park, Lake Mary,
Florida
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32746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407)
333-9911
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230
.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
Other Items
On
November 12, 2008, the parties to the derivative action filed by an alleged
shareholder of FARO Technologies, Inc. (the “Company”) in the U.S. District
Court for the Middle District of Florida against certain of the Company’s
current and former directors, as defendants, and against the Company, as a
nominal defendant (the “Derivative Action”) executed a Memorandum of
Understanding of the material terms of a proposed settlement of the Derivative
Action. On January 21, 2009, the parties filed with the court a
Stipulation of Settlement (the “Stipulation”) seeking the court’s preliminary
and final approval of the terms of the proposed settlement. Pursuant
to those terms, the Company shall adopt certain corporate governance policies
for a period of three years from the effective date of those policies, and the
issuer of the Company’s Executive Liability and Entity Securities Liability
insurance policy applicable to the Derivative Action will pay $400,000 to the
plaintiff’s counsel for their fees and expenses. That sum is within
the coverage limit of the policy and accordingly has no effect on the Company’s
financial results.
On
February 13, 2009, the court granted preliminary approval of the
settlement. A hearing will be held on April 23, 2009 to determine
whether the terms and conditions of the settlement proposed in the Stipulation
should be approved as fair, reasonable and adequate. If the court
approves the settlement, a judgment will be entered dismissing the Derivative
Action, with prejudice, as against each defendant.
The
Notice of Pendency of Settlement of Shareholder Derivative Litigation (the
“Notice”) is attached hereto as Exhibit 99.1. A copy of the press
release announcing the Notice is attached hereto as Exhibit 99.2.
Item 9.01
Financial Statements
and Exhibits.
(d)
Exhibits.
99.1 Notice
of Pendency of Settlement of Shareholder Derivative Litigation
99.2 Press
Release dated February 19, 2009
Signature
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunder duly authorized.
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FARO Technologies, Inc.
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(Registrant)
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Date:
February 19,
2009
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/s/ Jay Freeland
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Jay
Freeland
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Notice
of Pendency of Settlement of Shareholder Derivative
Litigation
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99.2
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Press
Release dated February 19,
2009
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