As filed with the Securities and Exchange Commission on January 20, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Groupe CGI Inc./CGI GROUP INC.
(Exact name of registrant as specified in its charter)
Share Option Plan for Employees, Officers and Directors
Of CGI Group Inc., its Subsidiaries and its Associates
(Full title of the plan)
| Québec, Canada | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
CGI Group Inc. |
CGI Information Systems & |
|
| 1130 Sherbrooke Street West | Management Consultants, Inc. | |
| 5th Floor | 600 Federal Street | |
| Montréal, Québec | Andover, Massachusetts 01810 | |
| Canada H3A 2M8 | Attn: Joe Saliba | |
| (514) 841-3200 | (978) 946-3000 | |
| (Address and telephone number of registrant's principal executive offices) |
(Name, address and telephone number of agent for service) |
|
Copies of all communications to: |
||
Jean-René Gauthier, Esquire |
Robert J. Grammig, Esquire |
|
| McCarthy Tétrault LLP | Holland & Knight LLP | |
| Windsor Tower, 5th Floor | 100 North Tampa Street | |
| 1170 Peel Street | Suite 4100 | |
| Montréal, Québec | Tampa, Florida 33602 | |
| Canada H3B 4S8 | (813) 227-8500 | |
| (514) 397-4100 | ||
CALCULATION OF REGISTRATION FEE
| Title of Securities to be registered |
Amount to be Registered(1) |
Proposed Maximum offering price per unit(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||
|---|---|---|---|---|---|---|---|---|
| Class A Subordinate Shares | 9,357,454 | $6.16 | $57,641,916 | $4,663.23 | ||||
CGI Group Inc. (the "Registrant"), files this Registration Statement pursuant to Instruction E of Form S-8 and incorporates by reference the contents of the previous registration statements filed by the Registrant on Form S-8 (Registration Nos. 333-13350 and 333-74932). The current registration of 9,357,454 shares of the Registrant's Class A Subordinate Shares, without par value, will increase the number of shares registered for issuance under the Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates from 28,328,020 to 37,685,474 shares.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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 Montreal, Province of Québec, Canada, on January 14, 2004.
| CGI GROUP INC. (Registrant) |
|||
By: |
/s/ Paule Doré |
||
| Its: | Executive Vice-President, Chief Financial Officer, Treasurer and Director |
||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures |
Title |
Date |
||
|---|---|---|---|---|
| By: /s/ Serge Godin Serge Godin |
Chairman of the Board, Chief Executive Officer and Director | December 22, 2003 | ||
By: /s/ Jean Brassard Jean Brassard |
Vice-Chairman of the Board and Director |
January 7, 2004 |
||
By: /s/ Paule Doré Paule Doré |
Executive Vice-President, Chief Corporate Officer, Secretary and Director |
December 22, 2003 |
||
By: /s/ André Imbeau André Imbeau |
Executive Vice-President, Chief Financial Officer, Treasurer and Director |
December 22, 2003 |
||
By: /s/ David Anderson David Anderson |
Senior Vice-President and Corporate Controller |
December 22, 2003 |
||
By: /s/ William D. Anderson William D. Anderson |
Director |
January 6, 2004 |
||
By: /s/ Claude Boivin Claude Boivin |
Director |
December 22, 2003 |
||
By: /s/ Claude Chamberland Claude Chamberland |
Director |
December 28, 2003 |
||
By: /s/ Robert Chevrier Robert Chevrier |
Director |
December 25, 2003 |
||
By: /s/ David L. Johnston David L. Johnston |
Director |
December 23, 2003 |
||
By: /s/ Eileen A. Mercier Eileen A. Mercier |
Director |
December 23, 2003 |
||
By: /s/ Michael Sabia Michael Sabia |
Director |
January 8, 2004 |
By: /s/ C. Wesley M. Scott C. Wesley M. Scott |
Director |
January 12, 2004 |
||
By: /s/ Gerald T. Squire Gerald T. Squire |
Director |
December 22, 2003 |
||
By: /s/ Robert Tessier Robert Tessier |
Director |
January 5, 2004 |
||
Authorized Representative |
||||
CGI Information System & Management Consultants, Inc. (Authorized Representative) |
||||
By: /s/ Joe Saliba Joe Saliba, President |
Dated: January 9, 2004