SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2001.
CGI Group Inc.
(Translation of Registrant's Name Into English)
1130 Sherbrooke Street West
5th Floor
Montreal, Quebec
Canada H3A 2M8
(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 Form 40-F |X|
(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-___.
Enclosure: Press Release dated August 15, 2001
This Form 6-K shall be deemed incorporated by reference in the Registrant's
Registration Statement on Form S-8, Reg. Nos. 333-9106, 333-13350 and 333-66044.
PRESS RELEASE FOR IMMEDIATE PUBLICATION
Following the IMRglobal merger, CGI's majority individual
shareholders exercise pre-emptive rights
Montreal, August 15, 2001 - Messrs. Serge Godin, chairman, president and CEO of
CGI, and Andre Imbeau, executive vice-president and CFO and treasurer of CGI
have respectively acquired indirectly through entities they control, 5,209,155
and 744,093 Class B Shares (multiple voting) of CGI pursuant to the exercise of
their pre-emptive rights available under the articles of incorporation of CGI in
respect of the merger of IMRglobal Corp. into CGI effective on July 27, 2001.
The exercise of such pre-emptive rights was already announced.
The Class B Shares were issued at a price of CDN$8.91 (US$5.75) per share, for
an aggregate issue price CDN$53,043,439.68 (US$34,473,803). As a result of such
exercise, Messrs. Godin and Imbeau, indirectly, hold respectively 38.25% and
5.72% of the votes attached to all outstanding voting shares of CGI.
About CGI
Founded in 1976, CGI is the fourth largest independent information technology
services firm in North America, based on its headcount of more than 13,000
professionals. CGI's annualized revenue run-rate totals US$1.3 billion (CDN$2.0
billion). CGI's order backlog currently totals US$5.7 billion (CDN$8.8 billion).
CGI provides end-to-end IT services and business solutions to more than 3,000
clients in the United States, Canada, the United Kingdom, France, India, Japan,
and Australia from more than 60 offices in more than 20 countries. CGI's shares
are listed on the NYSE (GIB) and the TSE (GIB.A). They are included in the TSE
300 Composite Index as well as the S&P/TSE Canadian Information Technology and
Canadian MidCap Indices. Website: www.cgi.ca.
Forward-Looking Statements
All statements in this press release and MD&A that do not directly and
exclusively relate to historical facts constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements represent CGI Group Inc.'s intentions, plans, expectations, and
beliefs, and are subject to risks, uncertainties, and other factors, of which
many are beyond the control of the Company. These factors could cause actual
results to differ materially from such forward-looking statements.
These factors include and are not restricted to the timing and size of
contracts, acquisitions and other corporate developments; the ability to attract
and retain qualified employees; market competition in the rapidly-evolving
information technology industry; general economic and business conditions,
foreign exchange and other risks identified in the Management's Discussion and
Analysis (MD&A) in CGI Group Inc.'s Annual Report or Form 40F filed with the
SEC, the Company's Annual Information Form filed with the Canadian securities
commissions, on the Registration Statement on Form F-4 filed with the SEC in
connection with the acquisition of IMRglobal and with the Forms 10-K and 10-Q of
IMRglobal filed with the SEC for the periods ended December 31, 2000 and March
31, 2001 respectively. All of the risk factors included in these filed documents
are included here by reference. CGI disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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For more information:
Investor relations
CGI
Julie Creed
Vice-president, investor relations
(312) 201-1911
Media relations
CGI
Eileen Murphy
Director, media relations
(514) 841-3430
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.
CGI GROUP INC.
(Registrant)
Date: August 15, 2001 By /s/ Paule Dore
Name: Paule Dore
Title: Executive Vice President
and Chief Corporate Officer
and Secretary