Edgar Filing: FARO TECHNOLOGIES INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25
NOTIFICATION OF LATE FILING (Check One): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q oForm N-SAR	SEC FILE NUMBER 0-20381
For Period Ended: April 2, 2006 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K o Transition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: ___________________	CUSIP NUMBER 311642102

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;
o	(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
o	(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).

As disclosed in the Registrant’s Form 8-K filed May 9, 2006, the Registrant, as a result of an internal review that it conducted, recently learned of suspicious payments in connection with foreign sales activities in China. As a consequence, the Registrant is conducting an internal investigation to determine the extent of any improper payments and possible deficiencies in its books and records and internal controls with respect to operations in China and the Asia/Pacific region, in possible violation of the anti-bribery, books and records and internal controls provisions of the Foreign Corrupt Practices Act.

Because this internal investigation is currently ongoing, the Registrant is unable to timely file its quarterly report on Form 10-Q for the period ending April 2, 2006 (the “Form 10-Q”) without unreasonable effort or expense. Based on current information, it is not possible to predict at this time when the Registrant will file the Form 10-Q.

PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification:

Greg Fraser, Executive Vice President

(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).

oYes xNo

Form 10-K for the year ended December 31, 2005.

(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?

oYes xNo

(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.

FARO TECHNOLOGIES, INC. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



Date: May 11, 2006	By:	/s/ Jay Freeland
		Jay Freeland
		President and Co-Chief Executive Officer