As filed with the Securities and Exchange Commission on July 27, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GROUPE CGI INC. / CGI GROUP INC.
(Exact name of registrant as specified in its charter)
Quebec, Canada Not applicable
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation
or organization)
1130 SHERBROOKE STREET WEST, 5TH FLOOR
MONTREAL, QUEBEC
CANADA H3A 2M8
(Address of principal executive offices)
IMRGLOBAL CORP. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN
IMRGLOBAL CORP. DIRECTORS STOCK OPTION PLAN
IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plans)
CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
600 FEDERAL STREET
ANDOVER, MA 01810
(978) 682-5500
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (3) OFFERING PRICE REGISTRATION FEE
(1), (2) (4)
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Class A Subordinate Shares issuable under 4,547,488 $0.03 - 23.27 $43,621,389 $10,905
the IMRglobal Corp. First Amended and shares
Restated Stock Incentive Plan
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Class A Subordinate Shares issuable under 215,649 shares $3.89 - 14.36 $2,009,130 $502
the IMRglobal Corp. Directors Stock Option
Plan
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Class A Subordinate Shares issuable under 3,666,558 $1.88 - 8.88 $19,936,691 $4,984
the IMRglobal Corp. 1999 Employee Stock shares
Incentive Plan
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Total: 8,429,695 -- $65,567,210 $16,391
shares
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(1) Includes such additional number of shares as may be required in the
event of a stock split, stock dividends or similar transaction in
accordance with Rule 416(a) of the Securities Act of 1933.
(2) Represents the maximum number of Class A Subordinate Shares issuable
upon exercise of options granted under the IMRglobal Corp. First
Amended and Restated Stock Incentive Plan, the IMRglobal Corp.
Directors Stock Option Plan and the IMRglobal Corp. 1999 Employee
Stock Incentive Plan (the "IMR Stock Plans") outstanding immediately
prior to the merger described in the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of February 21, 2001, by and among
IMRglobal Corp. ("IMR"), CGI Group Inc. (the "Company" or
"registrant") and CGI Florida Corporation (the "Sub").
(3) Based on the price at which the option may be exercised pursuant to
Rule 457(h) of the Securities Act of 1933.
(4) See "Explanatory Note."
PART I
EXPLANATORY NOTE
This Form S-8 relates to 8,429,695 Class A Subordinate Shares
which may be issued upon the exercise of options granted under the IMR
Stock Plans. Pursuant to the Merger Agreement, the following events, among
others, occurred:
(a) IMR was acquired by, and became a wholly-owned subsidiary
of, the Company through the merger of Sub with and into IMR;
and
(b) outstanding options to purchase shares of IMR common stock
granted under the IMR Stock Plans were converted into
options to purchase Class A Subordinate Shares of the
Company.
On various dates prior to this merger transaction, IMR filed
registration statements on Form S-8 (registration nos. 333-24027,
333-86753, 333-87095 and 333-57628) and paid a total registration fee with
respect to 19,340,955 shares (adjusted for two 3-for-2 stock splits)
registered thereunder equal to $23,940 to the Securities and Exchange
Commission (the "Commission"). Of these shares, 11,219,318 shares were
issued pursuant to exercised options and 8,121,637 shares remain unsold.
None of the unsold shares have been deregistered by IMR. The total
registration fee paid by IMR under the registration statements with respect
to the unsold shares is $14,640. Pursuant to Rule 457(p) of the Securities
Act of 1933, the Company hereby applies the $14,640 fee as a partial
payment of the registration fee for this Registration Statement which
thereby leaves a registration fee due of $1,751.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to each participant in the IMR
Stock Plans in accordance with Rule 428(b)(1). In accordance with the Note
to Part I of Form S-8, such documents are not filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission by the Company
are incorporated by reference in this Registration Statement:
(a) The description of the Class A Subordinate Shares included
in the Company's Registration Statement on Form 40-F, dated
September 14, 1998.
(b) The Company's Annual Report on Form 40-F, for the fiscal
year ended September 30, 2000, except for the Consolidated
Financial Statements for the fiscal year ended September 30,
2000 (and the Notes thereto) which Consolidated Financial
Statements (and the Notes thereto) are incorporated by
reference as they appear in the Company's registration
statement on Form F-4/A (No. 333-58116) dated June 27, 2001.
(c) The Company's Report of Foreign Private Issuer, filed
October 16, 2000, including a press release dated October 5,
2000.
(d) The Company's Report of Foreign Private Issuer, filed
October 16, 2000, including a press release dated October
10, 2000 regarding a contract with Health Canada.
(e) The Company's Report of Foreign Private Issuer, filed
October 16, 2000, including a press release dated October
10, 2000 regarding a licensing agreement with NIG.
(f) The Company's Report of Foreign Private Issuer, filed
October 16, 2000, including a press release dated October
10, 2000 regarding an outsourcing contract with AXA Canada.
(g) The Company's Report of Foreign Private Issuer, filed
October 16, 2000, including a press release dated October
10, 2000 regarding a contract with The Commerce Insurance
Group of Massachusetts.
(h) The Company's Report of Foreign Private Issuer, filed
October 30, 2000, including a press release dated October
24, 2000.
(i) The Company's Report of Foreign Private Issuer, filed
October 30, 2000, including a press release dated October
25, 2000.
(j) The Company's Report of Foreign Private Issuer, filed
November 13, 2000, including a press release dated November
8, 2000.
(k) The Company's Report of Foreign Private Issuer, filed
November 22, 2000, including a press release dated November
17, 2000.
(l) The Company's Report of Foreign Private Issuer, filed
December 7, 2000, including a press release dated December
1, 2000.
(m) The Company's Report of Foreign Private Issuer, filed
December 18, 2000, including a press release dated December
11, 2000.
(n) The Company's Report of Foreign Private Issuer, filed
January 2, 2001, including the Company's 2000 Annual Report,
the Notice of Annual General Meeting of Shareholders and the
related Information Circular, the forms of proxy for such
meeting.
(o) The Company's Report of Foreign Private Issuer, filed
January 12, 2001, including a press release dated January 4,
2001.
(p) The Company's Report of Foreign Private Issuer, filed
January 12, 2001, including a press release dated January 9,
2001.
(q) The Company's Report of Foreign Private Issuer, filed
January 17, 2001, including a press release dated January
11, 2001.
(r) The Company's Report of Foreign Private Issuer, filed
January 31, 2001, including a press release dated January
22, 2001.
(s) The Company's Report of Foreign Private Issuer, filed
January 31, 2001, including a press release dated January
23, 2001 relating to the acquisition of Star Data Systems
Inc.
(t) The Company's Report of Foreign Private Issuer, filed
January 31, 2001, including a press release dated January
23, 2001 relating to the Company's earnings for the first
quarter of fiscal 2001.
(u) The Company's Report of Foreign Private Issuer, filed
February 14, 2001, including a press release dated February
6, 2001.
(v) The Company's Report of Foreign Private Issuer, filed
February 14, 2001, including a press release dated February
7, 2001.
(w) The Company's Report of Foreign Private Issuer, filed
February 28, 2001, including a press release dated February
21, 2001.
(x) The Company's Report of Foreign Private Issuer, filed
February 28, 2001, including a press release dated February
26, 2001.
(y) The Company's Report of Foreign Private Issuer, filed March
2, 2001, including a quarterly report for the quarter ended
December 31, 2000.
(z) The Company's Report of Foreign Private Issuer, filed April
10, 2001, including a press release dated April 5, 2001.
(aa) The Company's Report of Foreign Private Issuer, filed April
30, 2001, including a press release dated April 24, 2001.
(bb) The Company's Report of Foreign Private Issuer, filed May 9,
2001, including a press release dated May 1, 2001.
(cc) The Company's Report of Foreign Private Issuer, filed May
16, 2001, including a press release dated May 9, 2001.
(dd) The Company's Report of Foreign Private Issuer, filed May
16, 2001, including a press release dated May 9, 2001.
(ee) The Company's Report of Foreign Private Issuer, filed May
16, 2001, including a press release dated May 9, 2001.
(ff) The Company's Report of Foreign Private Issuer, filed May
16, 2001, including a press release dated May 9, 2001.
(gg) The Company's Report of Foreign Private Issuer, filed May
18, 2001, including a quarterly reported for the six months
ended March 31, 2001 dated May 16, 2001.
(hh) The Company's Report of Foreign Private Issuer, filed June
4, 2001, including a press release dated May 31, 2001.
(ii) The Company's Report of Foreign Private Issuer, filed June
4, 2001, including a press release dated June 4, 2001.
(jj) The Company's Report of Foreign Private Issuer, filed June
22, 2001, including a press release dated June 14, 2001.
(kk) The Company's Report of Foreign Private Issuer, filed June
26, 2001, including a press release dated June 22, 2001.
(ll) The Company's Report of Foreign Private Issuer, filed June
27, 2001, including a press release dated June 26, 2001.
(mm) The Company's Report of Foreign Private Issuer, filed June
27, 2001, including a press release dated June 26, 2001.
(nn) The Company's Report of Foreign Private Issuer, filed June
28, 2001, including a press release dated June 28, 2001.
(oo) The Company's Report of Foreign Private Issuer, filed July
9, 2001, including a press release dated July 9, 2001.
(pp) The Company's Report of Foreign Private Issuer, filed July
13, 2001, including a press release dated July 13, 2001.
(qq) The Company's Report of Foreign Private Issuer, filed July
13, 2001, including a press release dated July 13, 2001.
(rr) The Company's Report of Foreign Private Issuer, filed July
20, 2001, including a press release dated July 19, 2001.
(ss) The Company's Report of Foreign Private Issuer, filed July
20, 2001, including a press release dated July 20, 2001.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating
that all of the Class A Subordinate Shares offered hereby have been sold,
or deregistering all of the Class A Subordinate Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in
any document incorporated by reference herein which is deemed to be
modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Companies Act (Quebec) provides as follows:
123.87 [DEFENCE] A company shall assume the defence of its
mandatary prosecuted by a third person for an act done
in the exercise of his duties and shall pay damages, if
any, resulting from that act, unless the mandatary has
committed a grievous offence or a personal offence
separable from the exercise of his duties.
[CRIMINAL PROCEEDINGS] However, in a penal or criminal
proceeding the company shall assume only the payment of
the expenses of its mandatary if he had reasonable
grounds to believe that his conduct was in conformity
with the law, or the payment of the expenses of its
mandatary if he has been freed or acquitted.
123.88 [EXPENSES] A company shall assume the expenses of its
mandatary if, having prosecuted him for an act done in
the exercise of his duties it loses its case and the
court so decides.
[EXPENSES] If the company wins its case only in part, the
court may determine the amount of the expenses it shall
assume.
123.89 [OBLIGATIONS] A company shall assume the obligations
contemplated in sections 123.87 and 123.88 in respect
of any person who acted at its request as director for
a legal person of which it is a shareholder or
creditor.
The Company's By-Laws provide as follows:
17. INDEMNIFICATION. In addition to the provisions of the
applicable laws governing the indemnification of the
Company's representatives, the Board of Directors may
purchase, to the benefit of the directors, officers or
their predecessors or any other person who has assumed
or who is about to assume a responsibility on behalf of
the Company or any corporation controlled by it,
insurance covering the liability they incur for having
acted in their capacity as directors or officers of the
Company, with the exception of the liability resulting
from their own negligence or a personal fault separable
from the performance of their duties.
The Company has purchased a policy of insurance for the benefit
of the directors and officers of the Company against liability incurred by
the directors and officers in the performance of their duties. The
aggregate amount of coverage is $100,000,000 in respect of any once
occurrence. By the terms of the policy, in circumstances where a director
or officer has a claim against the Company in respect of a loss covered by
the policy, the Company may claim on the policy for 100% of the loss less
the deductible ($100,000 for suits brought and maintained outside the U.S.
and $250,000 for suits brought or maintained within the U.S.) applicable to
a personal suit against directors claim which may be indemnified by the
Company under the policy. In addition, where a director or officer has a
claim against the insurers in respect of a loss covered by the policy, the
director or officer may claim on the policy for 100% of the loss.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1* IMRglobal Corp. First Amended and Restated Stock
Incentive Plan (as amended by Amendment No. 1,
effective July 27, 2001).
4.2* IMRglobal Corp. Directors Stock Option Plan (as amended
by Amendment No. 1, effective July 27, 2001).
4.3* IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
amended by Amendment No. 2, effective July 27, 2001).
5.1* Opinion of McCarthy Tetrault as to the validity of the
Class A Subordinate Shares covered by this Registration
Statement.
23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1).
23.2* Consent of Samson Belair Deloitte & Touche.
24.1 Power of Attorney (included on the signature page
included in this Registration Statement).
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* filed herewith
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this Registration
Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;
b. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
c. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes, that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Andover, Massachusetts on July
20, 2001.
Groupe CGI Inc./CGI Group Inc. (Registrant)
By: CGI Information Systems & Management
Consultants, Inc. (Authorized U.S.
Representative)
By: /s/ Pierre Turcotte
----------------------------------------
Pierre Turcotte
Title: Senior Vice-President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each of the undersigned officers and directors of CGI Group
Inc. hereby constitutes and appoints Serge Godin, Paule Dore and Andre
Imbeau, and each of them, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments) and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies, approves and confirms all that his or her said attorney-in-fact
and agent, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, President
/s/ Serge Godin and Chief Executive Officer July 20, 2001
------------------------ (principal executive officer
Serge Godin and director)
/s/ Jean Brassard Vice-Chairman of the Board July 18, 2001
------------------------
Jean Brassard
/s/ Paule Dore Executive Vice-President, Chief July 20, 2001
------------------------ Corporate Officer and Director
Paule Dore (director)
/s/ Andre Imbeau Treasurer, Executive Vice-President, July 20, 2001
------------------------ Chief Financial Officer and Director
Andre Imbeau (principal financial officer, principal
accounting officer and director)
/s/ Director July __, 2001
------------------------
Yvan Allaire
/s/ William D. Anderson Director July 20, 2001
------------------------
William D. Anderson
/s/ Claude Boivin Director July 20, 2001
------------------------
Claude Boivin
/s/ Director July __, 2001
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Claude Chamberland
/s/ Director July __, 2001
-----------------------
David L. Johnston
/s/ Director July __, 2001
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C. Wesley M. Scott
/s/ Eileen A. Mercier Director July 18, 2001
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Eileen A. Mercier
/s/ Director July __, 2001
-----------------------
Jean Monty
/s/ Director July __, 2001
-----------------------
Charles Sirois
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1* IMRglobal Corp. First Amended and Restated Stock
Incentive Plan (as amended by Amendment No. 1,
effective July 27, 2001).
4.2* IMRglobal Corp. Directors Stock Option Plan (as amended
by Amendment No. 1, effective July 27, 2001).
4.3* IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
amended by Amendment No. 2, effective July 27, 2001).
5.1* Opinion of McCarthy Tetrault as to the validity of the
Class A Subordinate Shares covered by this Registration
Statement.
23.1 Consent of McCarthy Tetrault (included in Exhibit 5.1).
23.2* Consent of Samson Belair Deloitte & Touche.
24.1 Power of Attorney (included on the signature page
included in this Registration Statement).
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* filed herewith