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 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
|
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 13, 2009, 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, 2009. The press release indicates that the renewal of the
normal course issuer bid will become effective on November 10, 2009
and end on November 9, 2010 or on an earlier date if EXFO repurchases
the maximum number of shares permitted. EXFO shall repurchase up to 2,256,431 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.
EXFO
Renews Normal Course Issuer Bid
QUEBEC
CITY, CANADA, November 6, 2009—EXFO Electro-Optical Engineering Inc. (NASDAQ:
EXFO; TSX: EXF) announced today that its Board of Directors has authorized the
renewal of its share repurchase program, by way of a normal course issuer bid
(“NCIB”) on the open market, of up to 10% (2,256,431 subordinate voting shares)
of the public float (22,564,311 subordinate voting shares) as defined by the
Toronto Stock Exchange (“TSX”).
EXFO had
22,749,965 subordinate voting shares outstanding on November 2, 2009. As of the
date of this notice, EXFO has repurchased in the course of the previous renewal
of its NCIB a total of 311,872 shares, being 273,600 shares on the TSX at
an average amount of C$3.48 and 38,272 shares on the NASDAQ at an average amount
of US$3.08. The previous renewal of the NCIB has been effective since November
10, 2008 and will expire on November 9, 2009. In addition, EXFO repurchased in
December 2008, 7,692,307 shares in the course of a substantial issuer bid at an
average amount of C$3.90.
The TSX
has accepted a notice filed by EXFO of its intention to renew its NCIB. 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 NCIB
will become effective on November 10, 2009 and end on November 9, 2010 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
54,999
on the
TSX and
25,198
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
13,749
subordinate voting shares on the TSX and
6,299
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 lifecycl
e ― 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
solution
s 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 the effect of the
worldwide recession and the timing of the expected recovery on the telecom
market for our customers and suppliers; fluctuating exchange rates and our
ability to execute in these uncertain conditions; consolidation in the global
telecommunications test, measurement and service assurance industry; capital
spending levels in the telecommunications, life sciences and high-precision
assembly sectors; concentration of sales; 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
condition .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