UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For the
month of April 2008
EXFO
Electro-Optical Engineering Inc.
(Translation
of registrant’s name into English)
400
Godin Avenue, Quebec, Quebec, Canada G1M 2K2
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
|
Form
20-F þ
|
Form
40-F o
|
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
o
|
No
þ
|
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______.
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On March
26, 2008, EXFO Electro-Optical Engineering Inc., a Canadian corporation,
announced that it has acquired all the shares of Navtel Communications Inc., a
leading provider of Internet Protocol Multimedia Subsystem (IMS) and
Voice-over-Internet Protocol (VoIP) test solutions for Network Equipment
Manufacturers (NEMs) and Network Service Provider (NSP) labs. This report on
Form 6-K sets forth the press release issued on March 26, 2008 relating to
EXFO’s announcement and certain information relating to completed transaction
being filed in Canada.
This
press release contain material information relating to EXFO and is hereby
incorporated as a document by reference to Form F-3 (Registration Statement
under the Securities Act of 1933) declared effective as of July 30, 2001 and to
Form F-3 (Registration Statement under the Securities Act of 1933) declared
effective as of March 11, 2002 and to amend certain material
information as set forth in these two Form F-3 documents.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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EXFO
ELECTRO-OPTICAL ENGINEERING INC.
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|
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By:
/s/ Benoit
Ringuette
Name:
Benoit Ringuette
Title:
General Counsel and Corporate Secretary
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|
Date:
April 10, 2008
Page 3 of
6
EXFO
Acquires Navtel Communications
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§
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Navtel
offers highest-performance test solutions for rapidly growing
IMS and VoIP markets
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§
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Complementary
customer base focused on Network Equipment Manufacturers and NSP
labs
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§
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Strengthens
EXFO’s position in high-growth Protocol test
business
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QUEBEC
CITY, CANADA, March 26, 2008—EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that it has acquired all the shares of Navtel
Communications Inc., a leading provider of Internet Protocol Multimedia
Subsystem (IMS) and Voice-over-Internet Protocol (VoIP) test solutions for
Network Equipment Manufacturers (NEMs) and Network Service Provider (NSP)
labs.
Consideration
paid consists of C$11.0 million in cash, subject to adjustments on working
capital. The deal is expected to be neutral to EXFO’s earnings for the remainder
of fiscal 2008 and accretive in fiscal 2009, excluding amortization of
intangible assets to be accounted for in the acquisition.
Navtel
Communications, a privately held company in the Toronto area, specializes in
testing next-generation IP networks that are increasingly combining wireline and
wireless technologies. Its InterWatch® platforms, offering
the highest performance in the industry, are fully scalable simulation and
analysis test stations available in rack-mountable and portable
formats. These solutions can perform several critical tests ― capacity, performance,
stress and load testing ― on various network
devices to assure their ability to perform under real-life, IP-based,
multi-media traffic conditions. Test modules can be hosted inside Navtel’s
platforms for characterizing next-generation switches, routers, session
border controllers and media gateways.
IMS,
which is being touted as the new technology that will merge the Internet with
the telecom world, allows wireline and wireless carriers to use a common IP
application system to deliver new multi-media services that can be combined with
legacy services across a number of different access technologies. IMS has been
developed to become the overlaying architecture that will enable the efficient
management and deployment of quadruple (voice, video, data and mobile) IP
services.
Navtel
has positioned itself as a leading-edge supplier of IMS test solutions. It also
offers a comprehensive suite of VoIP and Generalized Multi-Protocol Label
Switching (GMPLS) test solutions, as well as a wide range of legacy test
protocols that have been developed over its 30 years of existence.
Frost
& Sullivan, a global growth consulting company, estimates that the IMS test
and monitoring market will grow from an estimated $274.1 million in 2007 to
$1.2 billion in 2013 for a compound annual growth rate of 27.9%. Navtel
currently addresses approximately $130 million of this market.
“This
acquisition fits strategically with our long-term plan to deliver strong growth
in our Protocol test business, which posted a compound annual growth rate of 64%
in the last two years and continues to deliver solid growth at the mid-point of
fiscal 2008,” said Germain Lamonde, EXFO’s Chairman, President and CEO.
“Navtel’s cutting-edge technology strengthens our offering for NEMs and NSP labs
which, in turn, have a significant influence on product selections made by
NSPs.”
“This
acquisition also enables us to expand into the high-growth IMS and VoIP test
markets, whose technologies are currently in their early stages,” Mr. Lamonde
added. “We intend to leverage these technologies throughout their entire
lifecycle, especially as they mature into portable test solutions for the NSP
market in which EXFO is the world’s second-largest supplier. We also plan to
take advantage of Navtel’s strong relationships with Tier-1 NEMs and leverage
our own worldwide sales presence with NSPs to accelerate sales growth, while
positively impacting earnings since Navtel’s software-intensive test solutions
generate high gross margins.”
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6
Navtel
Communications posted sales of C$5.7 million in calendar 2007. Joe Sutherland,
founder and CEO of Navtel Communications, and his senior management team will
ensure a seamless integration into EXFO. No restructuring is planned with all 35
Navtel employees expected to remain with the company.
“We are
pleased to become an integral part of the EXFO family,” Mr. Sutherland
said. “Our technological leadership in IMS and VoIP testing is a good fit
with EXFO’s protocol test strategy. Combined with EXFO’s global sales channels,
market positioning and brand equity, we envision a bright future
with strong synergies lifting our product offering and market presence to
the next level.”
Conference
Call
EXFO will
host a conference call at 8:30 a.m. (Eastern time) on Thursday, March 27,
2008, to discuss the details of the Navtel Communications acquisition. To listen
to the conference call and participate in the question period via telephone,
dial (416) 620-2406. An audio replay of the conference call will be available
one hour after the end of the event until 10:30 a.m. on April 3, 2008. The
replay number is (402) 977-9141 and the reservation number is 21379627. The live
audio Webcast and replay of the conference call will also be available at www.EXFO.com/investors.
About
Navtel Communications Inc.
Navtel
Communications was founded in 1976 and is a leading supplier of test solutions
for IMS and VoIP networks. Navtel’s products are used by network equipment
manufacturers and operators to validate core functions and perform feature,
negative, load, interoperability and regression testing of the network elements
and services. A single Navtel InterWatch test chassis can emulate up to 384,000
unique subscribers (IP addresses) and generate over 10 million BHCAs with
192,000 simultaneous RTP streams, while performing real-time measurements. This
unique capability allows Navtel’s customers to test carrier-class networks in a
controlled environment.
About
EXFO
EXFO is a
Tier-1 test and measurement expert in the global telecommunications industry,
especially in the portable test market segment. The Telecom Division, which
represents about 85% of the company's business, offers a full suite of test
solutions and monitoring systems to network service providers, cable TV
operators, telecom system vendors and component manufacturers in approximately
70 countries. EXFO is the global market leader for portable optical test
solutions with an estimated 25.5% market share in 2006 and a leading supplier of
protocol and access test solutions to enable triple-play deployments and
converged IP networking. Its Windows-based modular AXS-200, FTB-200, FTB-400 and
IQS-600 test platforms host a wide range of modular test solutions across
optical, physical, data and network layers, while maximizing technology reuse
across several market segments. The Life Sciences and Industrial Division offers
value-added light-based solutions in high-precision medical device and
opto-electronics assembly sectors, and advanced fluorescence microscopy and
electrophysiology solutions for the life sciences sector. For more information
about EXFO’s Telecom Division, visit www.EXFO.com, and for its
Life Sciences and Industrial Division, visit www.EXFO-lifesciences.com.
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Forward-Looking
Statements
This news
release contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, and we intend that such
forward-looking statements be subject to the safe harbors created thereby.
Forward-looking statements are statements other than historical information or
statements of current condition. Words such as may, will, expect, believe,
anticipate, intend, could, estimate, continue, or the negative or
comparable terminology are intended to identify forward-looking statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events and circumstances are considered
forward-looking statements. They are not guarantees of future performance and
involve risks and uncertainties. Actual results may differ materially from those
in forward-looking statements due to various factors including consolidation in
the global telecommunications test and measurement industry; capital spending
levels in the telecommunications, life sciences and high-precision assembly
sectors; concentration of sales; fluctuating exchange rates and our ability to
execute in these uncertain conditions; the effects of the additional actions we
have taken in response to such economic uncertainty (including our ability to
quickly adapt cost structures with anticipated levels of business, ability to
manage inventory levels with market demand); market acceptance of our new
products and other upcoming products; limited visibility with regards to
customer orders and the timing of such orders; our ability to successfully
integrate our acquired and to-be-acquired businesses; the retention of key
technical and management personnel; and future economic, competitive and market
conditions. Assumptions relating to the foregoing involve judgments and risks,
all of which are difficult or impossible to predict and many of which are beyond
our control. Other risk factors that may affect our future performance and
operations are detailed in our Annual Report, on Form 20-F, and our other
filings with the U.S. Securities and Exchange Commission and the Canadian
securities commissions.
We
believe that the expectations reflected in the forward-looking statements are
reasonable based on information currently available to us, but we cannot assure
you that the expectations will prove to have been correct. Accordingly, you
should not place undue reliance on these forward-looking statements. These
statements speak only as of the date of this document. Unless required by law or
applicable regulations, we undertake no obligation to revise or update any of
them to reflect events or circumstances that occur after the date of this
document.
For
more information
Vance
Oliver
Manager,
Investor Relations
(418)
683-0913, Ext. 3733
vance.oliver@EXFO.com
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