cgi_6k.htm
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 February 2008
Commission
File Number 1-14858
CGI
Group Inc.
(Translation
of
Registrant’s Name Into
English)
1130
Sherbrooke Street West
7th
Floor
Montréal,
Québec
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 ü
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document
is
not a press release, is not required to be and has not been distributed to
the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
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
ü
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 February 5, 2008.
This
Form
6-K shall be deemed incorporated by reference in the Registrant’s Registration
Statement on Form S-8, Reg. Nos. 333-13350, 333-66044, 333-74932 , 333-112021and
333-146175.
PRESS
RELEASE
Stock
Market Symbols
GIB.A
(TSX)
GIB
(NYSE)
CGI
Group Inc. Obtains Approval for
the
Renewal of its Normal Course Issuer Bid
Montreal,
Quebec, February 5,
2008– CGI Group Inc. (TSX: GIB.A; NYSE: GIB) announced today that its
Board of Directors has authorized the renewal of its Normal Course Issuer
Bid
(NCIB) and that such NCIB has received regulatory approval from the Toronto
Stock Exchange.
The
Company’s management and Board of Directors believe that the repurchase of Class
A subordinate shares of the Company is a proper use of the Company’s funds, and
the NCIB will provide the Company with the flexibility to purchase Class
A
Shares from time to time as the Company considers it advisable, as part of
its
strategy to increase shareholder value.
At
the
close of business on January 31, 2008, there were 289,338,015 Class A Shares
outstanding of which approximately 98.5% were widely held (representing a
public
float of 285,029,415 Class A Shares).
Under
the
terms of the NCIB as approved by the Toronto Stock Exchange:
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the
Company may purchase for cancellation on the open market through
the
facilities of the TSX up to 28,502,941 Class A Shares, representing
approximately 10% of the Company’s public float as of the close of
business on January 31, 2008. All Class A Shares will be purchased
at
their market price at the time of
acquisition;
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daily
repurchases will be limited to 256,584 Class A Shares, being 25%
of the
average daily trading volume of the Class A Shares for the past
six
months, other than block purchase exemptions;
and
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purchases
of Class A Shares may commence on February 7, 2008 and will expire
on the
earlier of February 6, 2009 or the date on which the Company has
either
acquired the maximum number of Class A Shares allowable under the
NCIB or
otherwise decided not to make any further repurchases under the
NCIB.
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Under
the
terms of its normal course issuer bid that commenced on February 5, 2007
and
expired on February 4, 2008, the Company purchased for cancellation 11,847,700
Class A Shares. These purchases were made through the facilities of the Toronto
Stock Exchange at an average purchase price of $10.72601.
About
CGI
Founded
in 1976, CGI Group Inc. is one of the largest independent information technology
and business process services firms in the world. CGI and its affiliated
companies employ approximately 26,500 professionals. CGI provides end-to-end
IT
and business process services to clients worldwide from offices in Canada,
the
United States, Europe, Asia Pacific as well as from centers of excellence
in
North America, Europe and India. CGI's annual revenue run rate stands at
$3.7
billion and at December 31st, 2007, CGI's order backlog was $12.04 billion.
CGI
shares are listed on the TSX (GIB.A) and the NYSE (GIB) and are included
in the
S&P/TSX Composite Index as well as the S&P/TSX Capped Information
Technology and MidCap Indices. Website: www.cgi.com.
Forward-Looking
Statements
All
statements in this press release that do not directly and exclusively relate
to
historical facts constitute “forward-looking statements” within the meaning of
that term in Section 27A of the United States Securities Act of 1933, as
amended, and Section 21E of the United States Securities Exchange Act of
1934,
as amended, and are “forward-looking information” within the meaning of sections
138.3 and following of the Ontario Securities Act, as amended. These statements
and this information represent CGI Group Inc.’s (“CGI”) 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 or forward-looking information. These factors include and are
not
restricted to the timing and size of new contracts, acquisitions and other
corporate developments; the ability to attract and retain qualified members;
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’s
Annual Report or Form 40-F filed with the U.S. Securities and Exchange
Commission (filed on EDGAR at www.sec.gov), and
in
CGI’s annual and quarterly MD&A and Annual Information Form filed with the
Canadian securities authorities (filed on SEDAR at www.sedar.com), as
well as assumptions regarding the foregoing. The words “believe,” “estimate,”
“expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and
variations thereof, identify certain of such forward-looking statements or
forward-looking information, which speak only as of the date on which they
are
made. In particular, statements relating to future performance are
forward-looking statements and forward-looking information. CGI disclaims
any
intention or obligation to publicly update or revise any forward-looking
statements or forward-looking information, whether as a result of new
information, future events or otherwise, except as required by applicable
law.
Readers are cautioned not to place undue reliance on these forward-looking
statements or on this forward-looking information.
-30-
For
more information:
Investor
Relations
Lorne
Gorber
Vice-President,
Global Communications and
Investor
Relations
lorne.gorber@cgi.com
514-841-3355
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.
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CGI
Group Inc.
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(Registrant)
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Date:
February 5, 2008
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By /s/
David G.
Masse
Name: David
G. Masse
Title: Assistant
Corporate Secretary
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