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 December 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
December 18, 2008, EXFO Electro-Optical Engineering Inc., a Canadian
corporation, announced the final results of its substantial issuer bid to
repurchase for cancellation up to 8,823,529 of its Subordinate Voting Shares for
an aggregate purchase price of C$30,000,000. This report on Form 6-K sets forth
the press release issued on December 18, 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:
December 19, 2008
FORM
51-102F3
MATERIAL
CHANGE REPORT
EXFO
Electro-Optical Engineering Inc. (“EXFO”)
|
Item
1
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Name
and Address of Company
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EXFO
Electro-Optical Engineering Inc.
400 Godin
Avenue
Quebec,
Quebec, G1M 2K2
Canada
|
Item
2
|
Date
of Material Change
|
December
18, 2008
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Item
3
|
News
Release
|
A press
release was disseminated on December 18, 2008 from Quebec City, Canada. A copy
of the press release is attached hereto.
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Item
4
|
Summary
of Material Change
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EXFO
announced the final results of its substantial issuer bid to repurchase for
cancellation up to 8 823 529 of its Subordinate Voting Shares for an aggregate
purchase price of C$30,000,000.
|
Item
5
|
Full
Description of Material Change
|
Based on
final reports from CIBC Mellon Trust Company, the depositary for the Offer, EXFO
confirmed that it has taken up and accepted for purchase and cancellation, at a
price of C$3.90 per share, a total of 7,692,307 subordinate voting shares out of
approximately 8,640,989 subordinate voting shares validly tendered to the Offer
(proration factor of approximately 89%), for a total cost of C$30,000,000
(excluding fees and expenses relating to the Offer) in accordance with the terms
of the Offer. The number of subordinate voting shares validly tendered to the
Offer and the proration factor may be subject to minor adjustments should
shareholders who delivered notices of guaranteed delivery fail to deliver
certificates for these subordinate voting shares within the required time
period.
These
7,692,307 subordinate voting shares represent approximately 25.1% of the
company’s subordinate voting shares outstanding as of December 16, 2008. After
giving effect to the purchase of the subordinate voting shares, EXFO will have
approximately 22,926,984 subordinate voting shares outstanding.
Payment
to the depositary for subordinate voting shares validly deposited and taken up
by EXFO was made in cash, without interest, on December 17, 2008. The shares not
purchased, including shares invalidly deposited, will be returned promptly to
the tendering shareholders.
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Item
6
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Reliance
on subsection 7.1(2) or (3) of National Instrument
51-102
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Not
applicable.
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Item
7
|
Omitted
Information
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Not
applicable.
|
Item
8
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Executive
Officer
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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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December
19, 2008
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EXFO
ELECTRO-OPTICAL ENGINEERING INC.
|
|
|
By:
/s/ Germain
Lamonde
Name:
Germain Lamonde
Title:
President and Chief Executive Officer
|
|
Date:
December 19, 2008
EXFO
Announces Final Results of Substantial Issuer Bid
QUEBEC
CITY, CANADA, December 18, 2008 — EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO, TSX: EXF) announced today the final results of its “modified
Dutch-auction”
type substantial issuer bid to purchase for cancellation C$30,000,000 of
its subordinate voting shares (the “Offer”), which expired at 5:00p.m. (EST) on
December 16, 2008.
Based
on final reports from CIBC Mellon Trust Company, the depositary for the
Offer, EXFO
confirmed that it has taken up and accepted for purchase and
cancellation, at a price of C$3.90 per share, a total of 7,692,307
subordinate voting shares out of approximately 8,640,989 subordinate voting
shares validly tendered to the Offer (proration factor of approximately 89%),
for a total cost of C$30,000,000 (excluding
fees and expenses relating to the Offer) in
accordance with the terms of the Offer. The number of subordinate
voting shares validly tendered to the Offer and the proration factor may be
subject to minor adjustments should shareholders who delivered notices of
guaranteed delivery fail to deliver certificates for these subordinate voting
shares within the required time period.
These 7,692,307
subordinate voting shares represent approximately 25.1% of the company’s
subordinate voting shares outstanding as of December 16, 2008. After
giving
effect to the purchase of the subordinate
voting shares, EXFO will have
approximately 22,926,984 subordinate voting shares
outstanding.
Payment
to the depositary for subordinate voting shares validly deposited and taken up
by EXFO was made in cash, without interest, on December 17, 2008. The
shares not purchased, including shares invalidly deposited, will be returned
promptly to the tendering shareholders.
EXFO's
normal course issuer bid, which was suspended with the announcement of the
Offer, is expected to resume on January 19, 2009.
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 full details of the Offer are described in 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
United States Securities and Exchange Commission (the “SEC”)), which is
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 are
also available without charge at www.sedar.com. Shareholders are urged to read
these materials carefully.
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 press release contains
forward-looking statements. 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 TD Securities
Inc.
Toll free
number: 1-866-717-8273 Toll free number:
1-866-962-1660
Banks and
brokers call collect: 1-212-806-6859