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 February 2009
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
February 9, 2009, EXFO Electro-Optical Engineering Inc., a Canadian corporation,
announced that it has acquired PicoSolve, Inc., a private test and measurement
company offering the industry’s fastest optical sampling oscilloscopes for
40G and 100G R&D, manufacturing and deployment applications. This report on
Form 6-K sets forth the press release issued on February 9, 2009 relating
to EXFO’s announcement and certain information relating to the 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.
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/ Benoit
Ringuette
Name:
Benoit Ringuette
Title:
General Counsel and Corporate Secretary
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Date:
February 9, 2009
EXFO
Acquires PicoSolve
Swedish
company offers the industry’s fastest optical sampling oscilloscopes for 40G and
100G R&D, manufacturing and deployment applications
QUEBEC
CITY, CANADA, February 9, 2009 – EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today the acquisition of PicoSolve, Inc., a private
test and measurement company offering the industry’s fastest optical sampling
oscilloscopes for
40G and 100G R&D, manufacturing and deployment applications.
PicoSolve,
founded in 2004 by researchers at Chalmers University of Technology in
Gothenburg, Sweden, provides ultra-high-speed optical sampling oscilloscopes to
network equipment manufacturers (NEMs) involved in the design and production of
next-generation optical networks. Network service providers (NSPs) will also
require such high-end test equipment for their deployment
initiatives.
With
bandwidth demand growing exponentially worldwide, NEMs are increasing the
transmission rates of their optical networks to 40 Gbit/s and, in the near
future, to 100 Gbit/s. Advanced modulation schemes, in which data is encoded in
both phase and amplitude of the optical carrier, allow NEMs to reach ultra-high
network speeds using existing DWDM channel spacing, while maintaining resilience
to chromatic and polarization dispersion phenomena. Full characterization of
this ultra-high-speed encoding represents a significant test and measurement
challenge for both NEMs and NSPs.
PicoSolve
currently has the only bit rate-independent test solution that can measure such
phase- and amplitude-modulated signals with a measurement bandwidth of more than
500 GHz, yielding a sub-picosecond temporal resolution. PicoSolve also brings to
EXFO a rich intellectual property portfolio with patents that will be leveraged
over time.
“PicoSolve
represents a small but highly strategic acquisition because it significantly
strengthens our leadership position for characterizing ultra-high-speed optical
networks for the NEM and NSP markets,” said Germain Lamonde, EXFO’s Chairman,
President and CEO. “PicoSolve’s optical sampling oscilloscopes and the deep
knowledge base that its team brings to EXFO will prove to be invaluable assets
as technologies migrate from R&D labs, onto manufacturing floors, and into
the field in upcoming years. Once again, EXFO will be front and center to assist
customers in their testing needs.”
“We are
pleased to have found in EXFO a strong launching pad for our optical sampling
oscilloscopes,” said Dr. Peter Andrekson, CEO of PicoSolve. “Our technological
leadership, combined with EXFO’s brand equity, leading market share in optical
testing, as well as global sales presence and relationships, should result in
significant market-share gains in this fast-growing market.”
According
to Infonetics Research, the global market for 40G and 100G optical network
equipment should grow at a compound annual growth rate (CAGR) of 46.2% from 2009
to 2011 to reach US$5.1 billion.
About
PicoSolve
PicoSolve,
founded in 2004, is a spin-off from Chalmers University of Technology in
Gothenburg, Sweden. Its staff has a very strong research track record in
all-optical sampling systems, and is now taking this a step further to develop
new, useful instruments for the fiber-optic communications industry and R&D
labs.
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 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
Vance
Oliver
Manager,
Investor Relations
(418)
683-0913, Ext. 3733
vance.oliver@exfo.com