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 November 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-______.
On
October 15, 2008, the Board of Directors of EXFO Electro-Optical Engineering
Inc., a Canadian corporation, authorized a renewal of its share repurchase
program, by way of a normal course issuer bid on the open market through the
facilities of the TSX and NASDAQ Global Market. This report on Form 6-K sets
forth the news release relating to EXFO share repurchase program disclosed on
November 6, 2008. The press release indicates that the renewal of the normal
course issuer bid will become effective on November 10, 2008 and end on November
9, 2009 or on an earlier date if EXFO repurchases the maximum number of shares
permitted. EXFO shall repurchase up to 2,738,518 of its subordinate voting
shares during this share repurchase program and EXFO is entitled to repurchase,
on any trading day, up to 25% of the average daily trading volume of its
subordinate voting shares over the last six completed calendar months on both
exchanges.
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.
|
EXFO
ELECTRO-OPTICAL ENGINEERING INC.
|
|
|
By: /s/ Benoit
Ringuette
Name: Benoit
Ringuette
Title: General
Counsel and Corporate Secretary
|
|
Date:
November 6, 2008
EXFO
Renews Normal Course Issuer Bid
QUEBEC
CITY, CANADA, November 6, 2008—EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that its Board of Directors has authorized a
renewal of its share repurchase program, by way of a normal course issuer bid on
the open market, of up to 10% (2,738,518 subordinate voting shares) of the
public float as defined by the Toronto Stock Exchange (TSX), being 27,385,187
subordinate voting shares. As of November 3, 2008, EXFO had 30,606,791
subordinate voting shares outstanding. As of the date of this notice, EXFO has
repurchased a total of 1,859,835 shares (1,242,006 shares on the TSX, 617,829
shares on the NASDAQ) during the share repurchase program at an average amount
of C$4.47 and US$4.88. The program has been effective since November 8, 2007 and
will expire on November 7, 2008.
The TSX
has accepted a notice filed by EXFO of its intention to renew its normal course
issuer bid. EXFO may use cash, short-term investments and future cash flows from
operations to fund the repurchase of shares. Repurchases under the bid will be
made on the open market, through the facilities of the TSX and NASDAQ Global
Market, at the prevailing market price. The timing of such repurchases, if any,
will depend on price, market conditions and applicable regulatory
requirements.
The
normal course issuer bid will become effective on November 10, 2008 and end on
November 9, 2009 or on an earlier date if EXFO repurchases the maximum number of
shares permitted. The average daily trading
volume (ADTV) of EXFO’s subordinate voting
shares was
81,821 on the TSX and 36,439 on the NASDAQ over the last six completed
calendar months.
Accordingly, EXFO is
entitled to purchase up to 25% of the ADTV on any trading
day (being 20,455 subordinate voting shares on the
TSX and 9,109 subordinate voting shares
on the NASDAQ).
The program does not require the Company to repurchase a minimum
number of shares and it may be modified, suspended or terminated at any time
without prior notice. All shares acquired by EXFO under the bid will be
cancelled.
About
EXFO
EXFO is a
leading provider of test and service assurance solutions for network service
providers and equipment manufacturers in the global telecommunications industry.
The Telecom Division offers a wide range of innovative solutions extending
across the full technology lifecycle ― from design to
technology deployment and onto service assurance ― and covering all layers on a
network infrastructure to enable triple-play services and next-generation,
converged IP networking. The Life Sciences and Industrial Division offers
solutions in medical device and opto-electronics assembly, fluorescence
microscopy and other life science sectors. For more information, visit www.EXFO.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 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