AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER __, 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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1130 SHERBROOKE STREET WEST, 5TH FLOOR
MONTREAL, QUEBEC
CANADA H3A 2M8
(Address of principal executive offices)
SHARE OPTION PLAN FOR EMPLOYEES, OFFICERS AND DIRECTORS
OF CGI GROUP INC., ITS SUBSIDIARIES AND ITS ASSOCIATES
(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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
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Class A Subordinate Shares 23,328,020 shares $7.24 $168,894,865 $42,223
(the "Common Stock")
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(1) Includes such additional number of shares of Common Stock 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) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
average of the high and low prices of the Common Stock of CGI Group
Inc., as reported by the New York Stock Exchange on December 10, 2001.
EXPLANATORY NOTE
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on April 3, 2001 (File No.
333-13350), CGI Group Inc. (the "Registrant" or the "Company") registered
5,000,000 shares of Common Stock, reserved for issuance upon the exercise
of options granted under the Share Option Plan for Employees, Officers and
Directors of CGI Group Inc., its Subsidiaries and its Associates (the
"Plan").
This registration statement is being filed pursuant to Instruction E
to Form S-8 to register 23,328,020 additional shares of Common Stock
issuable upon the exercise of options granted under the Plan.
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this registration statement the contents of
the Registrant's registration statement on Form S-8 (File No. 333-13350)
and any post-effective amendments thereto.
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 Consolidated Financial Statements for the fiscal year ended
September 30, 2000 (and the Notes thereto) as they appear in the
Company's registration statement on Form F-4/A (No. 333-58116)
dated June 27, 2001, which Consolidated Financial Statements (and
the Notes thereto) replace those which were appended to the
Company's Annual Report on Form 40-F for the fiscal year ended
September 30, 2000 and incorporated by reference in the
Registrant's registration statement on Form S-8 (File No.
333-66044).
(b) The Company's Report of Foreign Private Issuer, filed April 10,
2001, including a press release dated April 5, 2001.
(c) The Company's Report of Foreign Private Issuer, filed April 30,
2001, including a press release dated April 24, 2001.
(d) The Company's Report of Foreign Private Issuer, filed May 9,
2001, including a press release dated May 1, 2001.
(e) The Company's Report of Foreign Private Issuer, filed May 16,
2001, including a press release dated May 9, 2001 (with respect
to consulting contract with Eletronet).
(f) The Company's Report of Foreign Private Issuer, filed May 16,
2001, including a press release dated May 9, 2001 (with respect
to contract with Treasury Board of Canada, Secretariat).
(g) The Company's Report of Foreign Private Issuer, filed May 16,
2001, including a press release dated May 9, 2001 (with respect
to MOU with MCAP Financial Corporation).
(h) The Company's Report of Foreign Private Issuer, filed May 16,
2001, including a press release dated May 9, 2001 (with respect
to renewal of outsourcing contract with Saskatchewan Health).
(i) The Company's Report of Foreign Private Issuer, filed May 18,
2001, including a quarterly report for the six months ended
March 31, 2001 dated May 16, 2001.
(j) The Company's Report of Foreign Private Issuer, filed June 4,
2001, including a press release dated May 31, 2001.
(k) The Company's Report of Foreign Private Issuer, filed June 4,
2001, including a press release dated June 4, 2001.
(l) The Company's Report of Foreign Private Issuer, filed June 22,
2001, including a press release dated June 14, 2001.
(m) The Company's Report of Foreign Private Issuer, filed June 26,
2001, including a press release dated June 22, 2001.
(n) The Company's Report of Foreign Private Issuer, filed June 27,
2001, including a press release dated June 26, 2001 (with respect
to renewal of service agreement with Caisse de Depot et Placement
du Quebec (CDP Capital)).
(o) The Company's Report of Foreign Private Issuer, filed June 27,
2001, including a press release dated June 26, 2001 (with respect
to collaboration in Proteomics effort).
(p) The Company's Report of Foreign Private Issuer, filed June 28,
2001, including a press release dated June 28, 2001.
(q) The Company's Report of Foreign Private Issuer, filed July 9,
2001, including a press release dated July 9, 2001.
(r) The Company's Report of Foreign Private Issuer, filed July 13,
2001, including a press release dated July 13, 2001 (with respect
to agreement with The Economical Insurance Group).
(s) The Company's Report of Foreign Private Issuer, filed July 13,
2001, including a press release dated July 13, 2001 (with respect
to announcement of date of IMRglobal Corp. special shareholders
meeting).
(t) The Company's Report of Foreign Private Issuer, filed July 20,
2001, including a press release dated July 19, 2001.
(u) The Company's Report of Foreign Private Issuer, filed July 20,
2001, including a press release dated July 20, 2001.
(v) The Company's Report of Foreign Private Issuer, filed July 27,
2001, including a press release dated July 27, 2001 (with respect
to organizational adjustments).
(w) The Company's Report of Foreign Private Issuer, filed July 27,
2001, including a press release dated July 27, 2001 (with respect
to announcement of completion of IMRglobal Corp. merger).
(x) The Company's Report of Foreign Private Issuer, filed July 31,
2001, including a press release dated July 31, 2001.
(y) The Company's Report of Foreign Private Issuer, filed August 7,
2001, including a press release dated August 2, 2001.
(z) The Company's Report of Foreign Private Issuer, filed August 7,
2001, including a press release dated August 7, 2001.
(aa) The Company's Report of Foreign Private Issuer, filed August 16,
2001, including a press release dated August 15, 2001 (with
respect to closing of Larochelle Gratton acquisition).
(bb) The Company's Report of Foreign Private Issuer, filed August 16,
2001, including a press release dated August 15, 2001 (with
respect to exercise of pre-emptive right by the Company majority
shareholders following IMRglobal Corp. merger).
(cc) The Company's Report of Foreign Private Issuer, filed August 30,
2001, including a press release dated August 28, 2001.
(dd) The Company's Report of Foreign Private Issuer, filed September
4, 2001, including a press release dated August 30, 2001.
(ee) The Company's Report of Foreign Private Issuer, filed September
12, 2001, including a press release dated September 10, 2001.
(ff) The Company's Report of Foreign Private Issuer, filed September
13, 2001, including a press release dated September 12, 2001.
(gg) The Company's Report of Foreign Private Issuer, filed September
28, 2001, including a press release dated September 27, 2001.
(hh) The Company's Report of Foreign Private Issuer, filed October 3,
2001, including a press release dated October 2, 2001 (with
respect to outsourcing contract with Fireman's Fund).
(ii) The Company's Report of Foreign Private Issuer, filed October 3,
2001, including a press release dated October 2, 2001 (with
respect to announcement of conference call to discuss fourth
quarter and fiscal 2001 results).
(jj) The Company's Report of Foreign Private Issuer, filed October 17,
2001, including a press release dated October 17, 2001.
(kk) The Company's report of Foreign Private Issuer, filed November 7,
2001, including a press release dated November 6, 2001.
Item 4. Description of Securities
The Company is authorized to issue an unlimited number of shares of
Common Stock, 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 shares of Common Stock 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 Common Stock or securities convertible into Common Stock.
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 shares of Common Stock in connection with
issuances of Common Stock or securities convertible into Common Stock. 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 Common Stock 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
Common Stock and the Class B Shares (multiple voting) with respect to the
payment of dividends.
Common Stock
Holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the Company's shareholders. The Common Stock
participates equally with the Class B Shares (multiple voting) with respect
to the payment of dividends. The Common Stock is 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 Common Stock 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 Common Stock.
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
Common Stock 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 Common Stock shall
be redesignated as "Common Shares."
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1* Share Option Plan for Employees, Officers and Directors
of CGI Group Inc., its Subsidiaries and its Associates
(as amended through September 18, 2001).
5.1* Opinion of McCarthy Tetrault as to the validity of the
Common Stock 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
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
December 5, 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
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each of the undersigned officers and directors of the Company
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 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
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Chairman of the Board, President
/s/ Serge Godin and Chief Executive Officer December 5, 2001
------------------------- (principal executive officer and
Serge Godin director)
------------------------- Vice-Chairman of the Board
Jean Brassard
/s/ Paule Dore Executive Vice-President, Chief December 5, 2001
------------------------- Corporate Officer and Director
Paule Dore (director)
/s/ Andre Imbeau Treasurer, Executive Vice- December 5, 2001
------------------------- President Chief Financial Officer
Andre Imbeau and Director (principal financial
officer, principal accounting officer
director)
------------------------- Director
Yvan Allaire
------------------------- Director
William D. Anderson
/s/ Claude Boivin Director December 5, 2001
-------------------------
Claude Boivin
/s/ Claude Chamberland Director December 5, 2001
-------------------------
Claude Chamberland
/s/ David L. Johnston Director December 5, 2001
--------------------------
David L. Johnston
Director
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C. Wesley M. Scott
/s/ Eileen A. Mercier Director December 5, 2001
--------------------------
Eileen A. Mercier
-------------------------- Director
Jean Monty
-------------------------- Director
Charles Sirois
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1* Share Option Plan for Employees, Officers and Directors
of CGI Group Inc., its Subsidiaries and its Associates
(as amended through September 18, 2001).
5.1* Opinion of McCarthy Tetrault as to the validity of the
Common Stock 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