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
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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.
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Yes
o
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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
November 10, 2008, EXFO Electro-Optical Engineering Inc. (“EXFO”), a Canadian
corporation, announced that its Board of Directors has authorized a substantial
issuer bid (the “Offer”) to purchase for cancellation up to 8,823,529
subordinate voting shares for an aggregate purchase price not to exceed C$30
million. The Offer is being made by way of a “modified Dutch Auction”
pursuant to which shareholders may tender all or a portion of their shares
(i) at a price not less than C$3.40 per share and not more than
C$3.90 per share, in increments of C$0.05 per share, or (ii) without
specifying a purchase price, in which case their shares will be purchased at the
purchase price determined in accordance with the Offer. The Offer will expire at
5 p.m. (Eastern time) on December 16, 2008, unless withdrawn, extended
or varied by EXFO. The Offer is not conditional upon any minimum number of
shares being tendered, but it is subject to certain other conditions. A complete
description of the terms and conditions of the Offer will be contained in the
Offer to Purchase and Issuer Bid Circular and related documents that will be
filed with the applicable securities regulatory authorities in Canada and the
United States and mailed to holders of shares on or about November 10,
2008. The company has suspended the normal course issuer bid that it had renewed
on November 6, 2008, until 20 business days after the expiration of the
Offer. This report on Form 6-K sets forth the press release issued on
November 10, 2008 relating to EXFO’s announcement, the Material Change Report
and the confirmation of mailing from our transfer agent being filed in
Canada.
This
press release, Material Change Report and confirmation of mailing from our
transfer agent 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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|
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By:
/s/ Germain
Lamonde
Name:
Germain Lamonde
Title:
President and Chief Executive Officer
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Date:
November 11, 2008
FORM
51-102F3
MATERIAL
CHANGE REPORT
EXFO
Electro-Optical Engineering Inc. (“EXFO”)
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Item
1
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Name
and Address of Company
EXFO
Electro-Optical Engineering Inc.
400
Godin Avenue
Quebec,
Quebec, G1M 2K2
Canada
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Item
2
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Date
of Material Change
November 10,
2008
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Item
3
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News
Release
A
press release was disseminated on November 10, 2008 from Québec City,
Canada. A copy of the press release is attached hereto and forms an
integral part
hereof.
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Item
4
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Summary
of Material Change
EXFO announced that its Board of Directors has
authorized a substantial issuer bid to purchase for cancellation up to
8,823,529 of its Subordinate Voting Shares (NASDAQ: EXFO, TSX: EXF) for an
aggregate purchase price of
C$30,000,000.
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Item
5
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Full
Description of Material Change
See attached press
release.
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Item
6
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Reliance
on subsection 7.1(2) or (3) of National Instrument 51-102
Not
applicable.
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Item
7
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Omitted
Information
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Item
8
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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.
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Item
9
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Date
of Report
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EXFO
Announces Substantial Issuer Bid
Company
to repurchase up to C$30 million of its subordinate voting shares
QUEBEC
CITY, CANADA, November 10, 2008 — EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO, TSX: EXF) announced today that its Board of Directors has authorized a
substantial issuer bid (the “Offer”) to purchase for cancellation up to 8.82 million
subordinate voting shares for an aggregate purchase price not to exceed
C$30 million.
The Offer
is being made by way of a “modified Dutch Auction” pursuant to which
shareholders may tender all or a portion of their shares (i) at a price not less
than C$3.40
per share and not more than C$3.90 per share,
in increments of C$0.05 per share, or (ii) without specifying a purchase price,
in which case their shares will be purchased at the purchase price determined in
accordance with the Offer. The Offer will expire at 5 p.m. (Eastern time) on
December 16, 2008, unless withdrawn, extended or varied by EXFO.
The
purchase price paid for each share properly tendered and not withdrawn will be
based on the number of shares tendered and the prices specified by shareholders
making tenders, and will be the lowest price that will allow EXFO to purchase up
to C$30 million of shares at a price within the range specified above.
Shareholders will receive the purchase price in cash for shares tendered at
prices equal to or lower than the purchase price. All shares tendered at prices
higher than the purchase price will be returned to shareholders. All shares
purchased by EXFO will be purchased at the same price, even if shareholders have
selected a lower price. If the number of shares tendered at or below the
purchase price would result in an aggregate purchase price in excess of C$30
million, those shares will be purchased on a pro rata basis.
The Offer
is not conditional upon any minimum number of shares being tendered, but it is
subject to certain other conditions. A complete description of the terms and
conditions of the Offer will be contained in the Offer to Purchase and Issuer
Bid Circular and related documents that will be filed with the applicable
securities regulatory authorities in Canada and the United States and mailed to
holders of shares on or about November 10, 2008.
The
company has suspended the normal course issuer bid that it had renewed on
November 6, 2008, until 20 business days after the expiration of the
Offer.
EXFO has
retained TD Securities Inc. to act as Dealer Manager in connection with this
Offer.
This
press release is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell EXFO’s subordinate voting
shares. The solicitation and the offer to buy EXFO’s subordinate voting shares
will be made only pursuant to the separate Offer to Purchase and Issuer Bid
Circular and related documents. At the time the Offer is commenced, EXFO will
file the Offer to Purchase, Issuer Bid Circular and related documents with
Canadian securities regulatory authorities and a Tender Offer Statement on
Schedule TO with the United States Securities and Exchange Commission (the
“SEC”). Shareholders should carefully read the Tender Offer Statement, the Offer
to Purchase and Issuer Bid Circular, the related letter of transmittal and other
related documents when they are available because they contain important
information, including the various terms and conditions of the Offer. The Offer
to Purchase and Issuer Bid Circular, the related letter of transmittal and
certain other documents will be delivered without charge to all holders of
EXFO’s shares. The Tender Offer Statement (including the Offer to Purchase and
Issuer Bid Circular, the related letter of transmittal and all other offer
documents filed by EXFO with the SEC) will be available without charge at the
SEC’s website at www.sec.gov or by calling EXFO’s Corporate Secretary at (418)
683-0913, Ext. 3704. Offer documents required to be filed in Canada will also be
available without charge at www.sedar.com. Shareholders are urged to read these
materials carefully prior to making any decision with respect to the
Offer.
About
EXFO
EXFO is a
leading provider of test and monitoring 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
press 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, financial 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
|
Georgeson
Toll
free number: 1-866-717-8273
Banks
and brokers call collect: 1-212-806-6859
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TD
Securities Inc.
Toll
free number: 1-866-962-1660
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CIBC Mellon Trust
Company
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CONFIRMATION LETTER
SEDAR
PROFILE NUMBER: 14480
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November
10th, 2008
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TO:
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X
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British
Columbia
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X
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New
Brunswick
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TSX
Venture
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X
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Alberta
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X
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Nova
Scotia
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|||
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X
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Saskatchewan
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X
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Prince
Edward Island
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|||
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X
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Manitoba
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X
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Newfoundland
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|||
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X
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Ontario
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North
West Territories
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||||
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X
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Québec
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Yukon
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Nunavut
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Dear Sir
/ Madam,
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RE:
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EXFO
Electro-Optical Engineering Inc.
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The
following items were sent by prepaid mail to all shareholders of the
above-mentioned
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Company on
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November
10th, 2008.
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x
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Issuer
Bid Circular
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x
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Letter
of Transmittal
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x
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Notice
of Guaranteed Delivery
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However,
we have not mailed material to Shareholders in cases where on three consecutive
occasions, notices or other documents have been returned undelivered by the Post
Office.
The above
disclosure document / files are filed with you as Agent for the Company in
compliance with the regulations.
Yours
very truly
CIBC
Mellon Trust Company
Jeannine
Rigon
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(signed)
Jeannine Rigon
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Manager
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Client
Relations
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Tel:
(514) 285-3613
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2001
University Street
Suite
1600
Montreal,
QC H3A 2A6
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Mailing
Address
P.O.
Box 700, Station B
Montreal,
QC H3B 3K3
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Tel
514 285-3600 Fax 514 285-3640
inquiries@cibcmellon.com
www.cibcmellon.com
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CIBC
Mellon Trust Company is a licensed user of the CIBC and Mellon
trademarks.