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 2007
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
November 5, 2007, the Board of Directors of EXFO Electro-Optical Engineering
Inc., a Canadian corporation, authorized a 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,
2007.
The press release indicates that the normal course issuer bid will become
effective on November 8, 2007 and end on November 7, 2008 or on an earlier
date
if EXFO repurchases the maximum number of shares permitted. EXFO shall
repurchase up to 2,869,585 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, 2007
EXFO
Announces Share Repurchase Program
Board
of Directors authorizes normal course issuer bid
QUEBEC
CITY, CANADA, November 6, 2007—EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that its Board of Directors has authorized
a share repurchase program, by way of a normal course issuer bid on the open
market, of up to 9.9% (2,869,585 subordinate voting shares) of the public float
as defined by the Toronto Stock Exchange (TSX). As of November 1, 2007, EXFO
had
32,361,561 subordinate voting shares outstanding.
The
TSX
has accepted a notice filed by EXFO of its intention to make a 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 8, 2007 and end
on
November 7, 2008 or on an earlier date if EXFO repurchases the maximum number
of
shares permitted. The average daily trading volume of EXFO's subordinate voting
shares was 56,838 on the TSX and 79,256 on the NASDAQ over the last six
completed calendar months (the ADTV). Accordingly, EXFO is entitled to purchase
up to 25% of the ADTV on any trading day (being 14,209 subordinate voting shares
on the TSX and 19,814 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. The Company has not previously
entered into a normal course issuer bid.
“Given
our strong cash position of almost US$130 million, disciplined approach to
capital spending and expected future cash flows, we believe that initiating
a
share repurchase program at this time may be an effective use of our cash for
shareholders,” said Germain Lamonde, EXFO’s Chairman, President and CEO. “This
initiative will provide us with the flexibility to repurchase shares on a timely
basis, while allowing us to continue our long-term growth plan through
acquisitions and organic means.”
About
EXFO
EXFO
is a Tier-1 test and measurement expert in the global telecommunications
industry, especially in the portable test market segment. The Telecom Division,
which represents more than 80% of the company's business, offers a full suite
of
test solutions and monitoring systems to network service providers, cable TV
operators, telecom system vendors 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 and a leading supplier of
protocol and access test solutions to enable triple-play deployments and
converged IP networking. Its Windows-based modular AXS-200, FTB-200, FTB-400
and
IQS-500 test platforms host a wide range of modular test solutions across
optical, physical, data and network layers, while maximizing technology reuse
across several market segments. 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-lifesciences.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