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, 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 December 5, 2001, EXFO Electro-Optical Engineering Inc., a Canadian
corporation, issued a press release in which it announced that its financial
results for the quarter ended November 30, 2001 are expected to be less than
previously forecasted. This report on Form 6-K sets forth the news release
relating to EXFO's announcement and the press release 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 amend certain
material information as set forth in said Form F-3.
EMBARGO
EXFO REVISES FINANCIAL OUTLOOK
QUEBEC CITY, CANADA, December 5, 2001--EXFO Electro-Optical Engineering Inc.
(NASDAQ: EXFO, TSE: EXF) announced today it has revised its financial outlook
for the first quarter of fiscal 2002.
The company now anticipates sales slightly above US$20 million for the first
quarter ended November 30, 2001 compared to previously announced guidance of
US$24 to US$28 million. Net loss, excluding amortization of goodwill and the
after-tax effect of amortization of intangible assets and non-recurring
expenses, is expected to be in the range of $0.03 to $0.04 per share. Previous
guidance was between a net loss of $0.02 and net earnings of $0.02 per share.
EXFO will report complete first-quarter results for fiscal 2002 on January 16,
2002.
"This revised outlook reflects the after-effects of the September 11th events
and the current slowdown in the telecommunications industry," said Germain
Lamonde, Chairman, President and CEO of EXFO. "It has been very difficult to
forecast the full impact of these two market forces on the fiber-optic test,
measurement and automation sector."
To align its cost structure to current market conditions, EXFO is implementing
additional cost-cutting measures that will provide approximately US$6 million in
annualized pre-tax savings. The company is lowering operating expenses, freezing
employee salaries and reducing its workforce by 10%, part of which is through
attrition.
These measures will incur charges of about US$4 million, including an inventory
write-off of US$3.5 million, that will be accounted for in the first quarter of
fiscal 2002.
EXFO has also fast-tracked the development of some major products to generate
new revenue streams for upcoming quarters. For example, the company recently
introduced a Gigabit Ethernet test module for its FTB-400 field-testing platform
and a Femtosecond PMD Analyzer based on a new reference test method.
No major product development project has been negatively affected by these
latest cutbacks.
"I firmly believe we have made the right moves to ensure the long-term
prosperity of the company," Mr. Lamonde added. "We have substantially reduced
our operating expenses, while increasing our addressable markets and investing
in innovation."
EXFO will host a conference call today at 5:00 p.m. (Eastern time) to review its
revised outlook. To listen to the conference call and participate in the
question period via telephone, dial 1 (416) 641-6715.
Germain Lamonde, Chairman, President and CEO, and Pierre Plamondon, CA,
Vice-President of Finance and Chief Financial Officer, will participate in the
call. A replay of the conference call can be accessed after 7 p.m. (Eastern
time) today until midnight (Eastern time) on December 10, 2001. The replay
number is 1 (416) 626-4100 and the password is 20063315. A Webcast of the
conference call will also be available on EXFO's Web site at www.exfo.com, under
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 automation
solutions for the global telecommunications industry. EXFO markets its products
to more than 2000 customers in 70 countries around the world.
EXFO and its subsidiaries develop products for two main markets. The Portable
and Monitoring Division provides handheld and modular instruments for the
physical-, optical- and protocol-layer testing needs of telecommunications
carriers and network service providers. The Industrial and Scientific Division
offers an extensive line of high-performance instruments, test systems and
automated manufacturing equipment for optical component and system vendors as
well as for research and development labs.
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 as well as general economic conditions. 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 Annual Report on
Form 20-F 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.
-30-
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: December 5, 2001