As filed with the Securities and Exchange Commission on June 28, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXFO ELECTRO-OPTICAL ENGINEERING INC.
(Exact name of registrant as specified in its charter)
CANADA 98-0131231
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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400 GODIN AVENUE
VANIER, QUEBEC
CANADA G1M 2K2
(418) 683-0211
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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STOCK OPTION PLAN
(Full title of the plan)
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CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 894-8940
(Name and Address, including Zip Code,
and Telephone Number, including Area Code of Agent For Service)
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COPIES TO:
EDWIN S. MAYNARD, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER SHARE (3) PRICE (3) REGISTRATION FEE
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Subordinate voting shares, 1,835,192 (1)(2) U.S. $4.32 U.S. $7,928,030 U.S. $1,005
without par value
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(1) Represents 1,835,192 shares issuable upon exercise of options to be granted
pursuant to the Registrant's Stock Option Plan.
(2) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional
shares as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(3) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h)(1) of the Securities Act and based
on the average of the high and the low prices of the subordinate voting
shares reported on the Nasdaq National Market on June 22, 2004.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrant,
EXFO Electro-Optical Engineering Inc. (the "Registrant"), is filing this
registration statement with respect to the issuance of an additional 1,835,192
shares issuable upon exercise of options to be granted pursuant to the
Registrant's Stock Option Plan (the "Plan"). On June 28, 2001, the Registrant
filed a registration statement (the "Original Registration Statement") on Form
S-8 (File No. 333-64004) with respect to the issuance of 4,470,961 shares
issuable upon exercise shares of options to be granted pursuant to the Plan. The
contents of the Original Registration Statement are hereby incorporated in this
registration statement by reference.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1(a)* Stock Option Plan
5.1 Opinion of Fasken Martineau DuMoulin LLP regarding
the legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Fasken Martineau DuMoulin LLP (contained
in Exhibit 5.1)
24.1 Power of attorney (included on the signature page)
------------
* Incorporated by reference from Form S-8 filed on June 28, 2001
(File No. 333-64004)
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vanier, Province of Quebec, Canada, on June 28, 2004.
EXFO ELECTRO-OPTICAL ENGINEERING INC.
By: /s/ Germain Lamonde
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Name: Germain Lamonde
Title: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned, officers and directors of EXFO
Electro-Optical Engineering Inc. hereby severally constitute Germain Lamonde and
Pierre Plamondon, or any one of them, with full power to act without the other,
our true and lawful attorneys, with full power to sign for us and in our names
in the capacities indicated below, any and all amendments, including
post-effective amendments, to this Registration Statement, and generally do all
such things in our name and behalf in such capacities to enable EXFO
Electro-Optical Engineering Inc. to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorneys to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on June 28, 2004:
SIGNATURES TITLE
/s/ Germain Lamonde
----------------------------- Chairman of the Board, President and Chief Executive Officer*
Germain Lamonde (Principal Executive Officer)
/s/ Pierre Plamondon
----------------------------- Vice-President, Finance and Chief Financial Officer
Pierre Plamondon, CA (Principal Financial and Accounting Officer)
/s/ Pierre Marcouiller
----------------------------- Director*
Pierre Marcouiller
/s/ David A. Thompson
----------------------------- Director*
David A. Thompson
/s/ Andre Tremblay
----------------------------- Director*
Andre Tremblay
/s/ Michael Unger
----------------------------- Director*
Michael Unger
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SIGNATURES TITLE
/s/ Guy Marier
----------------------------- Director*
Guy Marier
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Authorized Representative in the United States:
EXFO America Inc.
By: /s/ Germain Lamonde
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Name: Germain Lamonde
Title: Director
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* The Stock Option Plan, under which the Shares being registered pursuant to
this Registration Statement are issuable, is subject to administration by
the Board of Directors of the Registrant
II-4
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1(a)* Stock Option Plan
5.1 Opinion of Fasken Martineau DuMoulin LLP regarding
the legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Fasken Martineau DuMoulin LLP (contained
in Exhibit 5.1)
24.1 Power of attorney (included on the signature page)
------------------------
* Incorporated by reference from Form S-8 filed on June 28, 2001 (File No.
333-64004)
II-5