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 January 2009
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 January 27, 2009.
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 , 333-112021
and 333-146175.
PRESS
RELEASE
Stock
Market Symbols
GIB.A
(TSX)
GIB
(NYSE)
www.cgi.com/feeds
CGI
BOARD AUTHORIZES THE RENEWAL OF ITS
NORMAL
COURSE ISSUER BID
Montreal, Quebec, January 27,
2009 – CGI Group Inc. (TSX: GIB.A; NYSE: GIB) (the “Company”) announced
today that its Board of Directors has authorized the renewal of its Normal
Course Issuer Bid (“NCIB”), subject to acceptance by the Toronto Stock Exchange
(“TSX”).
The Company’s
management and Board of Directors believe that the repurchase of Class A
subordinate voting shares (“Class A 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 23, 2009, there were 274,259,280 Class A Shares outstanding,
of which approximately 98.34% were widely held (representing a public float of
269,704,375 Class A Shares).
Under the terms
of the NCIB, subject to TSX acceptance:
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the Company
may purchase for cancellation on the open market through the facilities of
the TSX up to 26,970,437 Class A Shares, representing approximately 10% of
the Company’s public float as of the close of business on January 23,
2009. All Class A Shares will be purchased at their market price at the
time of acquisition;
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daily
repurchases will be made in accordance with
the requirements of the TSX, which currently limit daily
repurchases to 667,097 Class A Shares, until March
31, 2009 and 333,548 Class A Shares thereafter, being respectively 50%
and 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 9, 2009 and will expire on the
earlier of February 8, 2010 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 NCIB that commenced on February 7, 2008 and will expire on February 6,
2009, the Company purchased to date for cancellation 18,505,768 Class A Shares.
These purchases were made through the facilities of the TSX at a weighted
average purchase price of $10.68388.
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 25,000 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 $4.0
billion and at December 31, 2008, CGI's order backlog was $11.4 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.
CGI
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
further information:
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:
January 27, 2009
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By /s/ Beniot Dubé
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Name:
Beniot Dubé
Title: Vice-President, Legal
Affiairs - Greater Montreal and
Assistant Corporate
Secretary
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