UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CGI Group Inc.
(Name of Issuer)
Class A Subordinate Shares
(Title of Class of Securities)
39945C109
(CUSIP Number)
December 31, 2003
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[X] Rule 13d-1(d)
--------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 Name of Reporting Person/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Serge Godin
2 Check the Appropriate Box If a Member of a Group (a) |_|
(See Instructions) (b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
Canada
5 Sole Voting Power
Number of
Shares
Beneficially 29,826,930
Owned by
Each
Reporting 6 Shared Voting Power
Person
With
0
7 Sole Dispositive Power
1,150,201
8 Shared Dispositive Power
28,676,729
9 Aggregate Amount Beneficially Owned by Each Reporting Person
29,826,930
10 Check If the Aggregate Amount in Row (9) Excludes Certain Shares |X|
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
7.5%
12 Type of Reporting Person (See Instructions)
IN
-2-
Item 1(a). Name of issuer:
CGI Group Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1130 Sherbrooke Street West, 5th Floor, Montreal, Quebec, H3A 2M8
Item 2(a). Name of Person Filing:
Serge Godin
Item 2(b). Address of Principal Offices or, if None, Residence:
c/o CGI Group, Inc., 1130 Sherbrooke Street West, 5th Floor,
Montreal, Quebec, H3A 2M8
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Class A Subordinate Shares
Item 2(e). CUSIP Number:
39945C109
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the filing person is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
-3-
Item 4. Ownership.
The holdings reported herein are stated as of December 31, 2003. Mr. Godin
was the beneficial owner of more than 5% of the issuer's Class A Subordinate
Shares upon the registration of such shares under the Securities Exchange Act of
1934, as amended, effective July 7, 1998.
(a) Amount beneficially owned: 29,826,930 shares (including 28,676,729
shares issuable upon conversion of
28,216,507 of the issuer's Class B
Shares (multiple voting) and 460,222
Class B Shares (multiple voting)
issuable upon exercise of warrants
exercisable within 60 days of December
31, 2003 and 576,238 shares issuable
upon the exercise of options exercisable
within 60 days of December 31, 2003).
By virtue of the Agreement dated July
24, 2003 among the issuer, BCE Inc. and
the other parties thereto, the parties
to such agreement may be considered a
"group" under Rule 13d-5 and, as a
result, Mr. Godin may be considered to
be the beneficial owner of shares
beneficially owned by Andre Imbeau, Jean
Brassard and BCE Inc. As of December 31,
2003,
(i) Mr. Imbeau was understood to
be the beneficial owner of
4,839,199 shares (including
4,290,718 shares issuable
upon conversion of 4,221,165
of the issuer's Class B
Shares (multiple voting) and
69,553 Class B Shares
(multiple voting) issuable
upon exercise of warrants
exercisable within 60 days
of December 31, 2003 and
329,250 shares issuable upon
the exercise of options
exercisable within 60 days
of December 31, 2003);
(ii) Mr. Brassard was understood
to be the beneficial owner
of 1,652,638 shares
(including 1,361,190 shares
issuable upon conversion of
1,334,496 of the issuer's
Class B Shares (multiple
voting) and 26,694 Class B
Shares (multiple voting)
issuable upon exercise of
warrants exercisable within
60 days of December 31, 2003
and 58,000 shares issuable
upon the exercise of options
exercisable within 60 days
of December 31, 2003); and
(iii) BCE Inc. was understood to
be the beneficial owner of
120,028,400 shares
(including 4,005,589 shares
receivable upon the exercise
of warrants exercisable
within 60 days of December
31, 2003).
Mr. Godin disclaims beneficial ownership
of such shares.
(b) Percent of class: 7.5% (39.3% including shares as to which
beneficial ownership is disclaimed, as
described above)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 29,826,930 shares
-4-
(ii) Shared power to vote or direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition
of: 1,150,201 shares
(iv) Shared power to dispose or to direct the disposition
of: 28,676,729 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares identified in Item 4 include shares indirectly beneficially
owned in a trust for the benefit of members of Mr. Godin's family.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
-5-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2004
----------------------
(Date)
/s/ Serge Godin
----------------------
(Signature)
Serge Godin
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
-6-