SCHEDULE 13G
Amendment No. 4
EXFO Electro-Optical Engineering Incorporated
Subordinate Voting Common Stock
Cusip #302043104
Cusip #302043104
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 68,100
Item 6: 0
Item 7: 4,583,100
Item 8: 0
Item 9: 4,583,100
Item 11: 15.000%
Item 12: HC
Cusip #302043104
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,583,100
Item 8: 0
Item 9: 4,583,100
Item 11: 15.000%
Item 12: IN
Cusip #302043104
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,583,100
Item 8: 0
Item 9: 4,583,100
Item 11: 15.000%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
EXFO Electro-Optical Engineering
Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
465 Godin Avenue
Vanier, Quebec, Canada G1M 2K2
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Subordinate Voting Common Stock
Item 2(e). CUSIP Number:
302043104
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 4,583,100
(b) Percent of Class: 15.000%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 68,100
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 4,583,100
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Subordinate Voting Common Stock of EXFO
Electro-Optical Engineering Incorporated. The interest of one
person, Canadian Growth Company Fund, an investment
company registered under the Investment Company Act of
1940, in the Subordinate Voting Common Stock of EXFO
Electro-Optical Engineering Incorporated, amounted to
1,898,000 shares or 6.212% of the total outstanding
Subordinate Voting Common Stock at December 31, 2004.
The interest of one person, FICL Canadian Asset Alloc-cad,
an investment company registered under the Investment
Company Act of 1940, in the Subordinate Voting Common
Stock of EXFO Electro-Optical Engineering Incorporated,
amounted to 2,500,000 shares or 8.182% of the total
outstanding Subordinate Voting Common Stock at December
31, 2004.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Subordinate Voting Common Stock of EXFO Electro-
Optical Engineering Incorporated at December 31, 2004 is
true, complete and correct.
February 14, 2005
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
4,583,100 shares or 15.000% of the Subordinate Voting
Common Stock outstanding of EXFO Electro-Optical
Engineering Incorporated ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940.
The ownership of one investment company, Canadian
Growth Company Fund, amounted to 1,898,000 shares or
6.212% of the Subordinate Voting Common Stock
outstanding. Canadian Growth Company Fund has its
principal business office at 82 Devonshire Street, Boston,
Massachusetts 02109.
The ownership of one investment company, FICL
Canadian Asset Alloc-cad, amounted to 2,500,000 shares or
8.182% of the Subordinate Voting Common Stock
outstanding. FICL Canadian Asset Alloc-cad has its principal
business office at 82 Devonshire Street, Boston,
Massachusetts 02109.
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 4,583,100 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 2005, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Subordinate Voting Common Stock of EXFO Electro-Optical
Engineering Incorporated at December 31, 2004.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
Canadian Growth Company Fund
By /s/John H. Costello
John H. Costello
Fidelity Investments Canada Limited, as
trustee of Canadian Growth Company Fund
FICL Canadian Asset Alloc-cad
By /s/John H. Costello
John H. Costello
Fidelity Investments Canada Limited, as
trustee of FICL Canadian Asset Alloc-cad