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 June, 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
___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
June
29, 2007, Germain Lamonde, President and Chief Executive Officer of EXFO
Electro-Optical Engineering Inc., a Canadian corporation, filed a Notice
of
Intention to Distribute Securities under Section 2.8. of MI 45-102 Resale
of
Securities with the various Canadian Securities Commissions and the Toronto
Stock Exchange. This report on Form 6-K sets forth the Form 45-102F1 as filed
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/ Germain Lamonde
Name: Germain
Lamonde
Title: President
and Chief Executive Officer
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Date:
June 29, 2007
Notice
of Intention to Distribute Securities under Section 2.8 of
MI
45-102 Resale of Securities
Reporting
issuer
1.
Name
of reporting issuer: EXFO Electro-Optical Engineering
Inc.
Selling
security holder
2.
Your
name: Germain Lamonde
Note:
The securities are held through entities controlled by Mr.
Lamonde.
3.
The
offices or positions you hold in the reporting issuer: Chairman of
Board, President and Chief Executive Officer
4.
Are
you selling securities as a lender, pledgee, mortgagee or other
encumbrancer? NO
5.
Number
and class of securities of the reporting issuer you beneficially
own:
Fiducie
Germain Lamonde holds 1,900,000 Multiple Voting
Shares
G.
Lamonde Investissements Financiers Inc. holds 35,243,000 Multiple
Voting Shares for a total of 37,143,000 Multiple Voting Shares.
500,000
of the 35,243,000 Multiple Voting Shares held by G. Lamonde Investissements
Financiers Inc. will be converted into 500,000 subordinate voting shares
on the
basis of one (1) to (1) share. A total of 500,000 Subordinate Voting Shares
will
be offered to sell on the market.
Distribution
6.
Number
and class of securities you propose to
sell: 500,000
subordinate voting shares
7.
Will
you sell the securities privately or on an exchange or market? If on an exchange
or market, provide the name. The securities will be sold on the
Toronto Stock Exchange (TSX) and/or
the
NASDAQ.
Warning
It
is an offence to submit information that, in a material respect and in light
of
the circumstances in which it is submitted, is misleading or
untrue.
Certificate
I
certify
that
(1)
I
have no knowledge of a material fact or material change with respect to the
issuer of the securities that has not been generally disclosed; and
(2)
the
information given in this form is true and complete.
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Date: June 29, 2007
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Germain
Lamonde
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Your
name
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/s/
Germain Lamonde
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Your
signature
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