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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 April, 2006
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-______.
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On April 11, 2006, 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.
EXFO ELECTRO-OPTICAL ENGINEERING INC.
By: /s/ Germain Lamonde
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Name: Germain Lamonde
Title: President and Chief Executive Officer
Date: April 11, 2006
FORM 45-102F1
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
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:
MULTIPLE VOTING SHARES 37,900,000
SUBORDINATE VOTING SHARES 93,000
257,000 of the 37,900,000 multiple voting shares will be converted into
257,000 subordinate voting shares on the basis of one (1) to (1) share. A
total of 350,000 Subordinate Voting Shares will be offered to sell on the
market.
DISTRIBUTION
6. Number and class of securities you propose to sell: 350,000 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.
Date: April 11, 2006 GERMAIN LAMONDE
Your name
/s/ Germain Lamonde
Your signature