As filed with the securities and exchange commission on june 9, 2000


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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000
REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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EXFO ELECTRO-OPTICAL ENGINEERING INC. /

EXFO INGENIERIE ELECTRO-OPTIQUE INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CANADA 3825 98-0131231

(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER

OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

INCORPORATION OR ORGANIZATION)
465 GODIN AVENUE

VANIER, QUEBEC G1M 3G7, CANADA

(418) 683-0211
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF

REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CT CORPORATION SYSTEM

111 EIGHTH AVENUE

NEW YORK, NEW YORK 10011, U.S.A.

(212) 894-8940

(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF

AGENT FOR SERVICE)
With copies to:

EDWIN S. MAYNARD, ESQ. CHRISTOPHER W. MORGAN, ESQ.

PAUL, WEISS, RIFKIND, WHARTON & GARRISON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

1285 AVENUE OF THE AMERICAS SUITE 1820, NORTH TOWER

NEW YORK, NEW YORK 10019-6064, U.S.A. P.O. BOX 189, ROYAL BANK PLAZA

(212) 373-3000 TORONTO, ONTARIO M5J 2J4, CANADA

(416) 777-4700

ROBERT PARE, ESQ. NORMAN M. STEINBERG, ESQ.

FASKEN MARTINEAU DUMOULIN LLP OGILVY RENAULT

800 VICTORIA SQUARE 1981 MCGILL COLLEGE AVENUE

SUITE 3400, P.O. BOX 242 SUITE 1110

MONTREAL, QUEBEC H4Z 1E9, CANADA MONTREAL, QUEBEC H3A 3C1, CANADA

(514) 397-7400 (514) 847-4747
Approximate date of commencement of proposed sale to the public: As soon as

practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act,

check the following box. [ ]
If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [ ]
If this Form is a post effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,

please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM

TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE OFFERING

REGISTERED BE REGISTERED(1) PER SHARE(2) PRICE(2)

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Subordinate voting shares, without par

value..................................... 6,900,000 shares US$22.00 US$151,800,000

TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT OF

REGISTERED REGISTRATION FEE

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Subordinate voting shares, without par

value..................................... US$40,076
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(1) Includes shares that the underwriters have the option to purchase to cover

over-allotments, if any.

(2) Estimated solely to calculate the amount of the registration fee in

accordance with Rule 457(o) under the Securities Act and based on a bona

fide estimate of the public offering price.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR

DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL

FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION

STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF

THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING

PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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2
PART I
INFORMATION REQUIRED TO BE

DELIVERED TO OFFEREES OR PURCHASERS
3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE

MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH

THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS

NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO

BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT

PERMITTED.
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JUNE 9, 2000
P R O S P E C T U S
6,000,000 SHARES
EXFO LOGO
EXFO ELECTRO-OPTICAL ENGINEERING INC.

SUBORDINATE VOTING SHARES

------------------------------
This is the initial public offering of EXFO Electro-Optical

Engineering Inc. EXFO is selling 6,000,000 subordinate voting shares. The

subordinate voting shares being sold represent 1.7% of the total outstanding

voting power after the offering. The underwriters named in this prospectus are

selling the subordinate voting shares in the United States and in each of the

provinces of Canada.
We expect the public offering price to be between US$20.00 and

US$22.00 per share. Currently, no public market exists for our shares. After

pricing of this offering, we expect that the subordinate voting shares will be

quoted on the Nasdaq National Market under the symbol "EXFO" and we intend to

list the subordinate voting shares on The Toronto Stock Exchange.
INVESTING IN THE SUBORDINATE VOTING SHARES INVOLVES RISKS THAT ARE

DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

---------------------------

PER SHARE TOTAL

Public offering price....................... US$ US$

Underwriting discount....................... US$ US$

Proceeds, before expenses, to EXFO.......... US$ US$
The public offering price for the subordinate voting shares offered in

the United States is payable in U.S. dollars and the public offering price for

the subordinate voting shares offered in Canada is payable in Canadian dollars.

The U.S. dollar amount is the equivalent of the Canadian price of the

subordinate voting shares based on the prevailing U.S. -- Canadian dollar

exchange rate as of the date of this prospectus.
The underwriters may also purchase up to an additional 900,000

subordinate voting shares from EXFO, at the public offering price, less the

underwriting commission, within 30 days from the date of this prospectus to

cover over-allotments.
Neither the Securities and Exchange Commission nor any state

securities commission has approved or disapproved of these securities or

determined if this prospectus is truthful or complete. Any representation to the

contrary is a criminal offense.
The shares will be ready for delivery on or about , 2000.

------------------------------
MERRILL LYNCH & CO.

RBC DOMINION SECURITIES

WIT SOUNDVIEW

CIBC WORLD MARKETS

------------------------------
The date of this prospectus is , 2000.
4

Description of the artwork
Inside front cover

EXFO logo
CAPTION:

EXFO is a leading designer, manufacturer and marketer of fiber-optic test,

measurement and monitoring instruments for the telecommunications

industry.
Picture of an engineer using test instruments in our research and

development department
Picture of an operating technician using test instruments in the field
Picture of a test instrument
CAPTION:

Our success has been largely due to our exclusive focus on fiber optic

test, measurement and monitoring instruments.


Gatefold

EXFO logo
CAPTION:

Fiber-optic test, measurement and monitoring equipment is mainly used by

optical network carriers, manufacturers, and research and development

laboratories to measure the physical characteristics of optical fiber,

optical components, value-added optical modules and optical networking

systems.
Artistic photo montage illustrating the growth of digital data
Artistic photo montage illustrating the growth of bandwidth intensive

applications
Artistic photo montage illustrating the expansion of the Internet
CAPTION:

Global demand for optical communications equipment capacity has been

growing due to the popularity of the internet and other bandwidth intensive

applications.

10 pictures of test instruments with various uses with the following

captions:

1 - Test instruments for conventional network installation and maintenance
2 - Remote fiber test system for network monitoring
3 - Automated test systems for production of DWDM component
4 - Test instruments for DWDM-based network installation and maintenance
5 - Automated environmental test system for DWDM component production
6 - Test instruments for use in developing and manufacturing optical fiber
7 - Test instruments for use in developing and manufacturing optical

components

5
TABLE OF CONTENTS

Prospectus Summary.......................................... 1

Risk Factors................................................ 6

Special Note Regarding Forward-Looking Statements........... 16

Enforceability of Civil Liabilities......................... 16

Exchange Rate Information................................... 16

Use of Proceeds............................................. 17

Dividend Policy............................................. 18

Capitalization.............................................. 19

Dilution.................................................... 21

Selected Consolidated Financial Information................. 22

Management's Discussion and Analysis of Financial Condition

and Results of Operations................................. 24

Corporate Information....................................... 34

Business.................................................... 36

Management.................................................. 50

Transactions with Related Parties........................... 56

Principal Shareholders...................................... 59

Description of Share Capital................................ 60

Transfer Agent and Registrar................................ 64

Shares Eligible for Future Sale............................. 64

Tax Considerations.......................................... 66

Underwriting................................................ 72

Legal Matters............................................... 75

Experts..................................................... 75

Where You Can Find More Information......................... 76

Index to Our Consolidated Financial Statements.............. F-1
------------------------------
You should rely only on the information contained in this prospectus. We

have not and the underwriters have not, authorized anyone to provide you with

different information. If anyone provides you with different or inconsistent

information, you should not rely on it. We are not and the underwriters are not,

making an offer to sell these securities in any jurisdiction where the offer or

sale is not permitted. You should not assume that the information provided by

this prospectus is accurate as at any date other than the date of this

prospectus. Our business, financial condition, results of operations and

prospects may have changed since that date.

------------------------------
Our consolidated financial statements are reported in U.S. dollars and have

been prepared in accordance with accounting principles generally accepted in

Canada, or Canadian GAAP. To the extent applicable to our consolidated financial

statements included elsewhere in this prospectus, these principles conform in

all material respects with accounting principles generally accepted in the

United States, or U.S. GAAP, except as described in note 21 to our consolidated

financial statements.
All dollar amounts in this prospectus are expressed in U.S. dollars, except

where otherwise indicated. References to "$" or "US$" are to U.S. dollars and

references to "C$" are to Canadian dollars. This prospectus contains a

translation of some Canadian dollar amounts into U.S. dollars solely for your

convenience. See "Exchange Rate Information."
6
PROSPECTUS SUMMARY
The summary highlights information contained elsewhere in this prospectus.

Because this is only a summary, it does not contain all the information that you

should consider before buying shares in this offering. You should read the

entire prospectus carefully, including our consolidated financial statements and

the related notes included elsewhere in this prospectus.
EXFO
We are a leading designer, manufacturer and marketer of fiber-optic test,

measurement and monitoring instruments for the telecommunications industry. We

believe that we are the largest manufacturer of test, measurement and monitoring

instruments that is exclusively dedicated to fiber optics. Unlike traditional

electrical transmission systems, which transmit electrical signals along copper

wires, fiber-optic transmission systems use pulses of light along glass or

plastic fiber, often referred to as optical fiber. When light travels along

optical fiber and through the optical equipment that link optical fibers

together, it is subject to unwanted effects such as reflection, attenuation,
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