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 March 2001
EXFO ELECTRO-OPTICAL ENGINEERING INC.
(Translation of registrant's name into English)
465 GODIN AVENUE, VANIER, QUEBEC, CANADA G1M 3G7
(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 ___X___ Form 40-F ______
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 _______ No ___X___
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______.
On March 5, 2001, EXFO Electro-Optical Engineering Inc., a Canadian corporation,
concluded an agreement with EFOS Inc. to acquire all of the issued and
outstanding stock in EFOS. This report on Form 6-K sets forth the news release
issued on March 6, 2001 relating to EXFO's announcement and certain information
relating to the transaction.
[EXFO LOGO] FOR IMMEDIATE RELEASE
EXFO ACQUIRES EFOS INC., A PRECISION LIGHT-BASED CURING TECHNOLOGY COMPANY
QUEBEC CITY, CANADA, March 5, 2001--EXFO Electro-Optical Engineering Inc.
(NASDAQ: EXFO, TSE: EXF) announced today that it has entered into a definitive
agreement to acquire EFOS Inc. for 3.7 million EXFO shares and US$25 million in
cash. At the close of markets on March 5, 2001, the total transaction was worth
approximately US$122 million.
EFOS, a privately held company in Toronto, Ont., is widely recognized as a
leader in precision light-based adhesive spot curing technologies as well as
curing process control for the global optical component manufacturing market.
EFOS' products deliver precise doses of the appropriate spectral light onto
photosensitive and heat-cured adhesives to significantly reduce bonding time and
increase repeatability in optical component manufacturing.
"EFOS' UV and IR light-based adhesive spot curing technologies are critical for
the assembly of optical components," said Germain Lamonde, Chairman, President
and CEO of EXFO. "We intend to leverage EFOS' UV and IR light-based curing
expertise with the recently acquired Burleigh Instruments' best-in-class,
nano-positioning Inchworm-TM- technology and our automated component test
systems to provide optical component manufacturers with automated solutions.
"The complex nature of photonics and the various optical parameters that need to
be optimized render optical testing the pivotal technology in the automated
optical component manufacturing process."
Light-based curing, which is used in a number of active and passive component
manufacturing applications like fiber-to-die bonding, pigtailing, lens bonding,
fiber bonding, potting, fiber-to-wafer bonding, encapsulation, glass-metal
bonding and optical component mounting, produces a faster sealant and more
precise alignment than traditional bonding methods. Curing time is reduced from
hours to mere seconds with EFOS' technologies.
EFOS' light-based curing technologies are supported by an extensive
understanding of bonding and material sciences and by a broad intellectual
property portfolio, including 12 patents and 16 patents pending.
"We're delighted with being part of a solution that will deliver automated
manufacturing and testing of optical components," said John Kennedy, President
and CEO of EFOS. "As the optical component manufacturing industry moves from
manual assembly to semi-automated and fully automated production methods,
light-based curing becomes a critical technology."
EFOS, which has 110 employees, reported sales of US$18.0 million for calendar
year 2000. Sales at EXFO should increase by US$10 million in fiscal 2001, taking
into account EFOS' 5 months of operation during EXFO's fiscal year, and by US$30
million for fiscal 2002.
EXFO plans to retain the personnel, management and facilities of EFOS. The
transaction will be accounted for under purchase accounting with goodwill
amortized over 5 years. The deal is expected to be neutral in fiscal 2001 on a
cash earnings per share basis, taking into account 5 months of EFOS' operations.
In fiscal 2002, it should be slightly accretive on a cash earnings per share
basis. Cash earnings do not include amortization of goodwill and intangible
assets.
The EFOS acquisition has been approved by the board of directors of both
companies, but it is subject to regulatory approvals and other customary closing
conditions.
EXFO will host a conference call at 9:00 a.m. (EST) Tuesday to discuss the
details of the transaction. To access the call, dial 1-800-387-0276 or
416-641-6677.
A replay of the conference call can be accessed after 11:30 a.m. (EST) Tuesday
until midnight (EST) on March 10, 2001. The replay number is (416) 626-4100 and
the password is 18193459.
The audio Web cast of this call can also be accessed live on EXFO's Web site,
under Investors, at 9:00 a.m. (EST) Tuesday. Guests are invited to click on the
Web cast icon and register. A replay of the Web cast will be available.
The highlights of this transaction are available on EXFO's Web site,
WWW.EXFO.COM, under Acquisitions in the Investors section.
ABOUT EXFO
EXFO, which derives its name from expertise in fiber optics, is a leading
designer and manufacturer of fiber-optic test, measurement and monitoring
instruments for the telecommunications industry. It markets products under two
brand names: EXFO and Burleigh Instruments.
EXFO and its subsidiaries develop products mainly for two markets. The Portable
and Monitoring Division provides solutions primarily to telecommunications
carriers, cable television companies, public utilities, private network
operators as well as third-party installers and equipment rental companies. The
Industrial and Scientific Division as well as Burleigh Instruments design an
extensive line of high-performance instruments and automated test systems for
manufacturers of optical components, value-added optical modules and optical
networking systems as well as for research and development markets.
This news release may contain statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements other than historical
information or statements of current condition. These statements may appear in a
number of places in this news release and include statements concerning our
intent, belief, or current expectations regarding future events. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and actual results may differ materially from those in the
forward-looking statements as a result of various factors which are beyond the
control of EXFO, including retention of qualified personnel, revenue synergies,
demand for testing and measurement instruments and precision positioning
instruments. Although we believe that the expectations reflected in the
forward-looking statements are reasonable based on information currently
available to us, 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. In any event, these statements speak only as of the
date of this news release. We undertake no obligation to revise or update any of
them to reflect events or circumstances after the date of this news release, or
to reflect new information or the occurrence of unanticipated events. Readers
are referred to our Registration Statement on Form F-1 and our other filings
with the U.S. Securities and Exchange Commission and the Canadian securities
commissions for a discussion of the other factors that may affect our future
performance and other important risk factors concerning us and our operations.
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FOR MORE INFORMATION:
Mike Lamanna Maryse Imbeault
Manager, Investor Relations Director, Communications
(418) 683-0211 (418) 683-0211
michael.lamanna@exfo.com maryse.imbeault@exfo.com
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/ Germain Lamonde
-----------------------------------------
Name: Germain Lamonde
Title: President and Chief Executive Officer
Date: March 6, 2001