FARO to Settle Class Action Lawsuit
LAKE
MARY, FL, Feb 27, 2008 - FARO Technologies, Inc. (Nasdaq: FARO), the
world market leader in portable computer-aided measurement arms and
laser tracker sales, announced today that it has entered into a
Memorandum of Understanding to settle the consolidated class action
securities fraud lawsuit pending against FARO and certain of its
current and former officers and directors in the United States
District Court for the Middle District of Florida (the "Securities
Litigation").
Pursuant to the Memorandum of Understanding, which is subject to
certain conditions, the issuer of the Company's directors and
officers insurance policy will pay $6.875 million into a settlement
fund that will be distributed to members of a class of all persons
who purchased the Company's common stock from April 15, 2004 through
March 15, 2006 and to the lead plaintiff's counsel and also will be
used to pay various costs. The Memorandum of Understanding provides
that the parties to the Securities Litigation will file with the
court a Stipulation and Agreement of Settlement seeking the court's
preliminary and final approval of the terms of the proposed
settlement. If the Court approves the settlement, a judgment will be
entered dismissing the Securities Litigation, with prejudice, as
against each defendant.
The lead plaintiff had asserted claims under the Securities Exchange
Act of 1934 alleging that the defendants made misrepresentations and
omissions related to the value of the Company's inventory and
consequently to the amount of the Company's gross margins and
profits, the amount of the 2005 selling expenses that the Company
had accrued and expected, payments made in connection with certain
of the Company's Asian sales in possible violation of the Foreign
Corrupt Practices Act, and the effectiveness of the Company's
systems of internal controls in light of the above and other
circumstances. The $6.875 million is within the coverage limit of
the directors and officers insurance policy, and thus the settlement
requires no payment by either the Company or the individual
defendants.
Announcing the settlement, Jay Freeland, FARO's President and CEO,
stated, "We have always believed that the case was without merit and
had planned to continue defending the litigation vigorously.
However, given that we were able to reach an accommodation that will
be fully covered by our directors and officers insurance and was
acceptable to our insurance carrier, we are pleased to be able to
avoid the distraction that further litigation could cause. As the
settlement does not require any payment by either FARO or any of the
individual defendants, our shareholders are best served with this
matter behind us and our attention focused on our business."
FARO also announced today that a Verified Shareholder Derivative
Complaint (the "Derivative Complaint") has been filed by an alleged
shareholder of the Company in the United States District Court for
the Middle District of Florida against five current and one former
director of the Company, as defendants, and against the Company, as
a nominal defendant. The Derivative Complaint alleges breach of
fiduciary duty and other claims against the individual defendants
principally in connection with the alleged acts and omissions
asserted in the Securities Litigation. The plaintiff alleges that
the individual defendants caused the Company's stock price to be
falsely inflated, and subjected the Company to costs, fines and
other damages, as well as a loss of good will. The plaintiff
purports to seek an unspecified amount of damages, together with
other relief, on behalf of the Company and against the individual
defendants. Prior to filing the Derivative Complaint, the plaintiff
had requested that the Company assert certain of such claims against
some of the individual defendants. The Company has formed a
committee of independent directors to review and investigate the
shareholder's demand, and the allegations made in the Derivative
Complaint. The committee has not yet made a recommendation with
respect to those matters. To the Company's knowledge, no defendant
has been served with the Derivative Complaint.
About FARO
With approximately 16,000 installations and 7,400 customers
globally, FARO Technologies, Inc. designs, develops, and markets
portable, computerized measurement devices and software used to
create digital models - or to perform evaluations against an
existing model - for anything requiring highly detailed 3-D
measurements, including part and assembly inspection, factory
planning and asset documentation, as well as specialized
applications ranging from surveying, recreating accident sites and
crime scenes to digitally preserving historical sites.
FARO's technology increases productivity by dramatically reducing
the amount of on-site measuring time, and the various
industry-specific software packages enable users to process and
present their results quickly and more effectively.
Principal products include the world's best-selling portable
measurement arm - the FaroArm; the world's best-selling laser
tracker - the FARO Laser Tracker X and Xi; the FARO Laser ScanArm;
FARO Laser Scanner LS; the FARO Gage, Gage-PLUS and PowerGAGE; and
the CAM2 family of advanced CAD-based measurement and reporting
software. FARO Technologies is ISO-9001 certified and ISO-17025
laboratory registered.
For more information, visit at
www.faro.com.
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