-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWk7GBFD4cbBJMprTSXB9a6Tf2tIhmp0gYEfu4RaCyyWnH/u6vOyYSfJKgxVUfrs cuxbKtqUisVkmBjKYGU5iA== 0000897069-08-001024.txt : 20080606 0000897069-08-001024.hdr.sgml : 20080606 20080606163549 ACCESSION NUMBER: 0000897069-08-001024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080605 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FARO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000917491 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 593157093 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746-6204 BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: FARO TECHNOLOGIES INC STREET 2: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAAB SIMON CENTRAL INDEX KEY: 0001061096 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23081 FILM NUMBER: 08886099 BUSINESS ADDRESS: STREET 1: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 4073339911 MAIL ADDRESS: STREET 1: FARO TECHNOLOGIES INC STREET 2: 125 TECHNOLOGY PARK CITY: LAKE MARY STATE: FL ZIP: 32746 4 1 form4_simonraab4ex.xml X0202 4 2008-06-05 0 0000917491 FARO TECHNOLOGIES INC FARO 0001061096 RAAB SIMON FARO TECHNOLOGIES INC 125 TECHNOLOGY PARK LAKE MARY FL 32746 1 0 0 0 Common Stock 2008-06-05 4 J 0 20000 D 704041 I See footnote Common Stock 216521 I See footnote Contract 2008-06-05 4 J 0 20000 D Common Stock 20000 0 I See footnote See attached exhibit. See attached exhibit. See attached exhibit. See attached exhibit. /s/ Martin A. Traber as Attorney-in-Fact for Simon Raab 2008-06-06 EX-99 2 simonraabexhibit.htm EXHIBIT 99

Exhibit 99

1.

Represents shares held by Xenon Research, Inc., a corporation in which Simon Raab (the “Reporting Person”) has investment control over the shares of the issuer owned by the such corporation. The Reporting Person and his wife, Diana Raab, own all of the outstanding shares of Xenon Research, Inc.


2.

Represents shares held by a revocable trust of which the Reporting Person is the settlor and trustee.


3.

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 24, 2007.


On May 24, 2007, the Reporting Person entered into a Prepaid Forward Agreement (the “Forward Agreement”) relating to the forward sale of up to 200,000 shares of FARO common stock in two tranches. The first tranche covered 120,000 shares and the second tranche covered 80,000 shares. On June 4, 2007, the counterparty to the Forward Agreement sold 200,000 shares of FARO common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted-average per share price equal to $33.1521 (the “Floor Price”).


Pursuant to the terms of the first tranche of the Forward Agreement, on each of May 22, 23, 27, 28, 29, and 30, 2008 (the “First Tranche Maturity Dates”), the Reporting Person delivered to the counterparty to the Forward Agreement 20,000 shares of FARO common stock (120,000 shares in the aggregate after all of the First Tranche Maturity Dates).


4.

The terms of the second tranche of the Forward Agreement provide that on each of June 2, 3, 4, and 5, 2008 (the “Second Tranche Maturity Dates”), the Reporting Person will deliver to the counterparty to the Forward Agreement 20,000 shares of FARO common stock or, at the election of the Reporting Person, the cash equivalent of such shares (80,000 shares in the aggregate after all of the Second Tranche Maturity Dates) based on the following:


(a)  

if the price per share of FARO common stock (determined in accordance with the terms of the Forward Agreement) on each Second Tranche Maturity Date (each a “Second Tranche Final Price”) is equal to or less than the Floor Price, the Reporting Person will deliver on each such Second Tranche Maturity Date 20,000 shares of FARO common stock;


(b)  

if the Second Tranche Final Price is greater than the Floor Price but less than $41.00 (the "Cap Price"), the Reporting Person will deliver on each such Second Tranche Maturity Date a number of shares of FARO common stock equal to Floor Price/Final Price x 20,000;


(c)  

if the Second Tranche Final Price is equal to or greater than the Cap Price, the Reporting Person will deliver on each such Second Tranche Maturity Date a number of shares of FARO common stock equal to the product of (i) 20,000 x (ii) the sum of (Floor Price/Final Price) + (Final Price-Cap Price/Final Price).


On June 5, 2008, the Second Tranche Final Price was less than the Floor Price, and the Reporting Person delivered to the counterparty to the Forward Agreement 20,000 shares of FARO common stock pursuant to the second tranche of the Forward Agreement.


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