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 May 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
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Form
40-F o
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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
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______.
On April
22, 2008, EXFO Electro-Optical Engineering Inc., a Canadian corporation,
announced that it has completed its acquisition of all issued and outstanding
shares of Brix Networks Inc., a global provider of open and extensible converged
service assurance solutions. This report on Form 6-K sets forth the press
release issued on April 22, 2008 relating to EXFO’s announcement and certain
information relating to the completed transaction and the Material Change Report
being filed in Canada.
This
press release and Material Change Report contain material information relating
to EXFO and are hereby incorporated as documents 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.
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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By:
/s/ Germain
Lamonde
Name:
Germain Lamonde
Title:
President and Chief Executive Officer
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Date: May
2, 2008
FORM
51-102F3
MATERIAL
CHANGE REPORT
EXFO
Electro-Optical Engineering Inc. (“EXFO”)
ITEM
1: Name and Address of
Company
EXFO
Electro-Optical Engineering Inc.
400 Godin
Avenue
Quebec,
Quebec, G1M 2K2
Canada
ITEM
2: Date
of Material Change
April 22,
2008.
ITEM
3: News Release
EXFO
issued a press release indicating the material change on April 22, 2008 in
Canada on Canada NewsWire and in the United States on New York Metro. A copy of
the press release is attached hereto and forms an integral part
hereof.
ITEM
4: Summary
of Material Change
EXFO
announced on April 22, 2008 that it had completed its acquisition of all issued
and outstanding shares of Brix Networks Inc., a global provider of open and
extensible converged service assurance solutions.
Earlier
this month, GEXFO Distribution Internationale Inc. a wholly owned subsidiary of
EXFO signed an agreement to acquire all the shares of Brix Networks Inc. for
US$28.5 million in cash and an additional growth-incentive earn-out based upon
the achievement of bookings levels exceeding US$16 million in the 12 months
following the closing date of the transaction. The total purchase price could
reach US$37.5 million, including a maximum earn-out and other
acquisition-related costs.
ITEM
5: Full
Description of Material Change
EXFO
announced on April 22, 2008 that it had completed its acquisition of all issued
and outstanding shares of Brix Networks Inc., a global provider of open and
extensible converged service assurance solutions.
Earlier
this month, GEXFO Distribution Internationale Inc. (“GEXFO”) a wholly owned
subsidiary of EXFO signed an agreement to acquire all the shares of Brix
Networks Inc. for US$28.5 million in cash and an additional growth-incentive
earn-out based upon the achievement of bookings levels exceeding US$16 million
in the 12 months following the closing date of the transaction. The total
purchase price could reach US$37.5 million, including a maximum earn-out and
other acquisition-related costs.
The deal
is expected to be negative to earnings for the remainder of fiscal 2008, neutral
in fiscal 2009 and accretive in 2010, excluding stock-based compensation costs
and after-tax amortisation-related costs.
Brix
Networks, a privately held company headquartered near Boston, Mass., brings to
EXFO deep expertise in IP service assurance technology that was developed
through substantial R&D investments in the last nine years. The company's
distributed, probe-based solutions proactively monitor next-generation,
converged IP networks to assure that voice, video and data services are
delivered with the quality of service (QoS) and quality of experience (QoE)
demanded by users.
ITEM
6: Reliance
on subsection 7.1(2) or (3) of Regulation 51-102
Not
applicable.
ITEM
7: Omitted
Information
Not
applicable.
ITEM
8: Executive
Officer
For
further information, please contact Mr. Pierre Plamondon, Vice-President Finance
and Chief Financial Officer or Benoit Ringuette, General Counsel and Corporate
Secretary at 418.683.0211.
ITEM
9: Date
of Report
May 2, 2008
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EXFO
ELECTRO-OPTICAL ENGINEERING INC.
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|
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By:
/s/ Germain
Lamonde
Name:
Germain Lamonde
Title:
President and Chief Executive Officer
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|
Date: May
2, 2008
EXFO
Completes Acquisition of Brix Networks and Raises Sales Guidance
QUEBEC
CITY, CANADA, April 22, 2008 – EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that it has completed its acquisition of Brix
Networks, a global provider of open and extensible converged service assurance
solutions.
Earlier
this month, EXFO signed an agreement to purchase all the shares of Brix Networks
for US$28.5 million in cash and an additional growth-incentive earn-out based
upon the achievement of bookings levels exceeding US$16 million in the 12
months following the closing date of the transaction. Total purchase price could
reach US$37.5 million, including a maximum earn-out and other
acquisition-related costs.
The deal
is expected to be negative to earnings for the remainder of fiscal 2008, neutral
in fiscal 2009 and accretive in 2010, excluding stock-based compensation costs
and after-tax amortization of intangible assets.
Brix
Networks, a privately held company headquartered near Boston, Mass., brings to
EXFO deep expertise in IP service assurance technology that was developed
through substantial R&D investments in the last nine years. The company’s
distributed, probe-based solutions proactively monitor next-generation,
converged IP networks to assure that voice, video and data services are
delivered with the quality of service (QoS) and quality of experience (QoE)
demanded by users.
“The closing has been
swift with both parties highly committed to optimization of synergies,
acceleration of growth and execution of a detailed integration plan in order to
drive maximum mid- and long-term value creation,” said Germain Lamonde,
EXFO’s Chairman, President and CEO. “With the acquisition of Brix Networks and
the recently acquired Navtel Communications, we are transforming ourselves into
a best-of-class, next-generation network technology and market leader ― testing
the protocol stack all the way up to the application layer and across the full
technology lifecycle ― for network equipment manufacturers and network service
providers. Now, the real work begins by executing the plan and creating
shareholder value on a long-term basis.”
To
account for Brix Networks’ results of operations with about 40 days left in the
third quarter of fiscal 2008, EXFO raised its sales guidance from between
US$45.0 and US$48.0 million to between US$46.0 and US$50.0 million for the
quarter ending May 31, 2008. The company’s GAAP net earnings outlook, meanwhile,
moved from between US$0.03 and US$0.06 per diluted share to between US$0.01 and
US$0.05 per diluted share. Given additional intangible assets related to the
acquisition of Brix Networks, GAAP net earnings will include US$0.02 per diluted
share for stock-based compensation costs and the after-tax effect of
amortization of intangible assets in the third quarter of fiscal 2008 compared
to US$0.01 per diluted share in previous quarters.
It should
be noted that EXFO has not yet completed the purchase price allocation of its
two newly acquired businesses, namely Brix Networks and Navtel Communications,
and continues to assess the value of these acquired companies including
intangible assets and goodwill.
About
EXFO
EXFO is
the second-largest provider of portable test and measurement solutions in the
global telecommunications industry and is positioning itself as a leader in
next-generation network (NGN) testing and monitoring applications. 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, network equipment manufacturers 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 calendar 2006, a
technology leader in NGN protocol test and monitoring solutions, as well as in
access network test solutions, to enable triple-play deployments and converged
IP networking. The company’s modular AXS-200, FTB-200, FTB-400, IQS-600
(Windows/PC-based) and InterWatch platforms host a wide range of test solutions
covering all layers on a network infrastructure and extending across the full
technology lifecycle.
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-LSI.com.
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, measurement and monitoring 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; our ability to
successfully expand international operations; the retention of key technical and
management personnel; and future economic, competitive and market conditions,
including any slowdown or recession in the global economy. 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