For the month of March 2004
Commission File Number 1-14858
CGI Group Inc.
(Translation of
Registrant’s Name Into English)
1130 Sherbrooke Street West
5th 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 |X|
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 |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 March 19, 2004.
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 and 333-112021.
| PRESS RELEASE | FOR IMMEDIATE RELEASE |
Montreal March 19, 2004 – CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) announced today the completion of its previously announced (i) firm underwritten private placement in Canada and the United States of approximately 33.1 million subscription receipts at a price of CDN$8.00 per subscription receipt for gross proceeds of approximately CDN$264.6 million and (ii) private placement of approximately 8.3 million subscription receipts with BCE Inc. at a price of CDN$8.00 per subscription receipt for proceeds of approximately CDN$66.1 million, on the same terms and conditions as the firm underwritten private placement offering. The private placements were undertaken in connection with CGI’s previously announced acquisition of American Management Systems, Inc. (Nasdaq: AMSY) (AMS) by way of tender offer.
The firm underwritten private placement offering was co-underwritten by National Bank Financial Inc. and Credit Suisse First Boston Canada Inc.
Each subscription receipt will be automatically exchanged for one Class A Subordinate share of CGI, without payment of additional consideration, on the date that CGI accepts for payment at least a majority of the outstanding shares of AMS under the tender offer. The gross proceeds from the private placements will be held in escrow pending the completion of the tender offer, which is anticipated to occur in May 2004, but no later than July 1, 2004.
This press release is not an offer in the United States of the subscription receipts or the Class A subordinate shares into which the subscription receipts are exchangeable. Neither the subscription receipts nor such Class A Subordinate shares have been or will be registered under the Securities Act of 1933, as amended, and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder.
About CGI
Founded in 1976, CGI is among the
largest independent information technology and business process services firms in North
America. CGI and its affiliated companies employ approximately 20,000 professionals. CGI
provides end-to-end IT and business process services to clients worldwide from offices in
Canada, the United States, Europe, as well as centers of excellence in India and Canada.
CGI’s annualized revenue run rate is currently CDN$2.8 billion (US$2.1 billion) and
at December 31, 2003, CGI’s order backlog was CDN$12.2 billion (US$9.3 billion).
CGI’s 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. The words “believe”,
“estimate”, “expect”,
“intend”, “anticipate”, “foresee”, “plan”, “guidance”, “run-rate” and similar expressions and variations thereof, identify certain of such forward-looking statements, which speak only as of the date on which they are made. In particular, statements relating to revenue, net earnings and earnings per share are forward-looking statements. 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 CGI. Important factors that could cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements include among others: the timing, completion and accounting and tax treatment of the acquisition of AMS, the value of the consideration for the acquisition of AMS, production and development opportunities, the conduct of worldwide operations, our ability to realize the anticipated earnings accretion, cost savings, revenue enhancements, operating efficiencies and other benefits from the acquisition of AMS, foreign exchange rate fluctuations and general economic conditions (such as changes in interest rates and the performance of the financial markets, changes in domestic and foreign laws, regulations and taxes, changes in competition and pricing environments, the occurrence of significant natural disasters, civil unrest and general market and industry conditions). For a more comprehensive review of risk factors, please refer to our MD&A contained in our 2003 Annual Report and our 2004 First Quarter Report, both filed with Securities Regulators in Canada and available at www.sedar.com and with the United States Securities and Exchange Commission and available at www.sec.gov. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
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For more information:
CGI
Investor relations
Julie Creed, vice-president, investor relations
(312)201-4803
Ronald White, director, investor
relations
(514) 841-3230
Media relations
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: March 19, 2004 |
By /s/ Paule Doré Name: Paule Doré Title: Executive Vice-President and Chief Corporate Officer and Secretary |