AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2001
REGISTRATION NO. 333-13350
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO 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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1130 SHERBROOKE STREET WEST,
5TH FLOOR
MONTREAL, QUEBEC
CANADA H3A 2M8
(Address of registrant's principal
executive offices)
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SHARE OPTION PLAN FOR EMPLOYEES, OFFICERS AND DIRECTORS OF
CGI GROUP INC., ITS SUBSIDIARIES AND ITS ASSOCIATES
(Full title of the plan)
CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
600 FEDERAL STREET
ANDOVER, MA 01810
(978) 682-5500
(Name, address, and telephone number of agent for service)
EXPLANATORY NOTE
This Post-Effective Amendment relates to 5,000,000 shares of Class A
Subordinate Shares of CGI Group Inc. (the "Company") registered on
Registration Statement on Form S-8 (registration number 333-13350) (the
"Registration Statement") filed with the Securities and Exchange Commission
on April 5, 2001.
It is being filed for the purpose of revising the description of the
Class A Subordinate Shares set forth in the Registration Statement to
better reflect a holder's rights to such shares. To the extent that this
Post-Effective Amendment does not specifically amend or modify any terms or
provisions of the Registration Statement as previously filed, this
Post-Effective Amendment shall have no effect on those terms and provisions
and they shall continue in full force and effect.
AMENDMENTS TO PART II OF
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13350)
FOR THE SHARE OPTION PLAN FOR EMPLOYEES, OFFICERS AND DIRECTORS OF
CGI GROUP INC., ITS SUBSIDIARIES AND ITS ASSOCIATES
Item 4 of Part II of the Registration Statement is hereby amended in its
entirety to read as follows:
The Company is authorized to issue an unlimited number of Class A
Subordinate Shares, Class B Shares (multiple voting), First Preferred
Shares, issuable in series, and Second Preferred Shares, issuable in
series. At August 14, 2001, the Company's outstanding capital stock
consisted of 326,777,375 Class A Subordinate Shares and 40,799,774 Class B
Shares (multiple voting).
The Company's Articles of Incorporation provide the holders of
Class B Shares (multiple voting) with preemptive rights in connection with
certain issuances of Class A Subordinate Shares or securities convertible
into Class A Subordinate Shares. Furthermore, pursuant to the options
agreement among Bell Canada, the Company, BCE Inc. and various other
shareholders of the Company, BCE Inc. has rights to purchase additional
Class A Subordinate Shares in connection with issuances of Class A
Subordinate Shares or securities convertible into Class A Subordinate
Shares. In addition, under the options agreement among Bell Canada, the
Company, BCE Inc. and various other shareholders of the Company, the
Company has agreed not to issue participating or voting shares of its
capital stock without the prior approval of BCE Inc.
First Preferred Shares
The First Preferred Shares are voting and rank prior to the
Second Preferred Shares, the Class A Subordinate Shares and the Class B
Shares (multiple voting) with respect to the payment of dividends.
Second Preferred Shares
The Second Preferred Shares are non-voting and rank prior to the
Class A Subordinate Shares and the Class B Shares (multiple voting) with
respect to the payment of dividends.
Class A Subordinate Shares
Holders of Class A Subordinate Shares are entitled to one vote
per share on all matters to be voted upon by the Company's shareholders.
The Class A Subordinate Shares participate equally with the Class B Shares
(multiple voting) with respect to the payment of dividends. The Class A
Subordinate Shares are convertible into Class B Shares (multiple voting)
under certain conditions in the event of certain takeover bids on Class B
Shares (multiple voting).
Class B Shares (multiple voting)
Holders of Class B Shares (multiple voting) are entitled to ten
votes per share and participate equally with the Class A Subordinate Shares
with respect to the payment of dividends. The Class B Shares (multiple
voting) are convertible at any time at the option of the holder into Class
A Subordinate Shares.
As of the Sunset Date (as defined in the Articles of Amendment of
the Company) if BCE Inc. and any of its wholly-owned subsidiaries hold in
the aggregate at least 30% of the outstanding equity shares of the Company,
(i) the Class B Shares (multiple voting) shall be automatically converted
into Class A Subordinate Shares on a one for one basis, thereby eliminating
the multiple votes to which the Class B Shares (multiple voting) are
entitled, (ii) the unissued Class B Shares (multiple voting) shall be
deleted from the authorized share capital of the Company, and (iii) the
Class A Subordinate Shares shall be redesignated as "Common Shares."
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, State of
Massachusetts, on this 3rd day of December, 2001.
Groupe CGI Inc. / CGI Group Inc. (Registrant).
By: CGI Information Systems & Management
Consultants, Inc. (Authorized U.S.
Representative)
By: /s/ Terry Broom
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Terry Broom
Title: Senior Vice-President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed by the following
persons in the capacities indicated and as of the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Serge Godin Chairman of the Board, President December 3, 2001
--------------------- and Chief Executive Officer
Serge Godin (principal executive officer
and director)
/s/ Andre Imbeau Treasurer, Executive Vice- December 3, 2001
--------------------- President, Chief Financial Officer
Andre Imbeau and Director (principal financial
officer, principal accounting
officer and director)
/s/ Paule Dore Executive Vice-President, Chief December 3, 2001
--------------------- Corporate Officer and Director
Paule Dore (director)