As filed with the Securities and Exchange Commission on January 15, 2003
Registration No. 333-101717
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM F-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GROUPE CGI INC./CGI GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
CGI GROUP INC.
(Translation of Registrant's Name Into English)
| Québec, Canada | 7374 | None | ||
| (Province or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
CGI Group Inc. 1130 Sherbrooke Street West 5th Floor Montréal, Québec Canada H3A 2M8 (514) 841-3200 |
CGI Information Systems & Management Consultants, Inc. 600 Federal Street Andover, Massachusetts 01810 Attn: Joe Saliba (978) 946-3000 |
|
| (Address and Telephone Number of Registrant's Principal Executive Offices) | (Name, Address and Telephone Number of Agent for Service) | |
Copies to: |
||
Jean-René Gauthier, Esq. McCarthy Tétrault LLP Windsor Tower, 5th Floor 1170 Peel Street Montréal Québec Canada H3B4S8 (514) 397-4299 |
Robert J. Grammig, Esq. Holland & Knight LLP 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 (813) 227-8500 |
|
Approximate date of commencement of proposed sale of the securities to the public: December 9, 2002.
This registration statement and any amendment thereto shall become effective upon the filing with the United States Securities and Exchange Commission in accordance with Rule 467(a).
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1. Home Jurisdiction Documents
Item 3. Incorporation of Certain Information by Reference
See "Documents Incorporated by Reference" in the Offer and Circular dated as of December 6, 2002.(1)
Item 4. List of Documents Filed with the Commission
See "Documents filed as Part of the U.S. Registration Statement" in the Offer and Circular dated as of December 6, 2002.(1)
This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.
No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. Information has been incorporated by reference in the Offer and Circular from the documents filed with securities commissions or similar authorities in Canada (the permanent information record in Québec), copies of which may be obtained upon request without charge from the Secretary of CGI Group Inc. at 1130 Sherbrooke Street West, Montreal, Québec H3A 2M8 (514) 841-3200.
[CGI LOGO]
CGI GROUP INC.
NOTICE OF EXTENSION
OF THE OFFER TO PURCHASE
all of the outstanding common shares of
COGNICASE INC.
on the basis of, at the option of the holder, for each Cognicase Share,
Cdn. $4.50 cash
or
0.6311 Class A Subordinate Shares of CGI Group Inc.,
or any combination thereof,
subject to the maximum aggregate cash consideration and maximum aggregate share consideration
(and corresponding pro-ration) set out in the Offer
THE OFFER HAS BEEN EXTENDED AND IS NOW OPEN FOR ACCEPTANCE UNTIL MIDNIGHT (MONTREAL TIME) ON JANUARY 24, 2003, UNLESS FURTHER EXTENDED.
CGI Group Inc. (the "Offeror") hereby gives notice that it has extended its offer dated December 6, 2002 to purchase all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc., as amended pursuant to notices of change and variation dated December 16, 2002, December 18, 2002 and January 1, 2003 (the "Original Offer"), from midnight (Montreal time) on January 13, 2003 to midnight (Montreal time) on January 24, 2003, unless further extended (the "Expiry Time"). The Original Offer, as amended in the manner described in this Notice of Extension, is hereby referred to as the "Offer".
The obligation of the Offeror to take up and pay for Cognicase Shares validly deposited at or prior to midnight on January 13, 2003 pursuant to the Original Offer was subject to certain conditions which have all been satisfied. See Section 4 of the Original Offer, "Conditions of the Offer".
Holders of Cognicase Shares (the "Shareholders") who have not already deposited their Cognicase Shares under the Original Offer and who wish to accept the Offer must properly complete and execute the Letter of Transmittal accompanying the Original Offer or a manually signed facsimile thereof and deposit it, together with certificate(s) representing their Cognicase Shares, in accordance with the instructions in the Letter of Transmittal at any of the offices of Computershare Trust Company of Canada (the "Depositary") specified in the Letter of Transmittal, so as to arrive there not later than the Expiry Time. Alternatively, Shareholders who wish to accept the Offer and whose share certificates are not readily available may follow the procedure for guaranteed delivery set forth under Section 3 of the Original Offer, "Manner of Acceptance—Procedure for Guaranteed Delivery", using the Notice of Guaranteed delivery that accompanied the Original Offer.
Questions and requests for assistance may be directed to CIBC World Markets Inc. and Desjardins Securities Inc. (the "Dealer Managers") and the Depositary, and additional copies of this document, the Original Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge upon request from those persons at their respective offices shown on the last page of the Letter of Transmittal.
If your Cognicase Shares are registered in the name of a nominee, you should contact your broker, investment dealer, bank, trust company or other nominee for assistance.
The Dealer Managers for the Offer are:
CIBC World Markets Inc. and Desjardins Securities Inc.
January 13, 2003
(continued from cover)
NOTICE TO SHAREHOLDERS IN THE UNITED STATES
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offer is by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to offer securities pursuant to the Offer and Circular in accordance with the disclosure requirements of Canada. Shareholders should be aware that such requirements are different from those in the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards and, thus, may not be comparable to financial statements of United States companies.
Shareholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada, the home country of the Offeror. Such consequences for investors who are resident in, or citizens of, the United States are not described herein.
The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be adversely affected by the fact that the Offeror is incorporated under the laws of the Province of Québec, Canada, that some of its officers and directors are residents of Canada, that the experts named in the Offer and Circular are residents of Canada, that the Dealer Managers are residents of Canada, and that all or a substantial portion of the assets of the Offeror and said persons are located outside the United States.
Shareholders should be aware that, during the Offer Period, the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or of certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.
This tender offer is made for the securities of a foreign issuer and while the offer is subject to the disclosure requirements of Canada, the country in which Cognicase is incorporated or organized, Shareholders should be aware that these requirements are different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.
The enforcement by Shareholders of civil liabilities under the federal securities laws may be affected adversely by the fact that Cognicase is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, or of the Offeror's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Certain statements contained in this document are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.
This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in their sole discretion, take such actions they may deem necessary to extend the Offer to Shareholders in such jurisdiction.
2
TO: THE HOLDERS OF COMMON SHARES OF COGNICASE
This Notice of Extension amends and supplements the Offer and Circular dated December 6, 2002 (and the accompanying documents), as amended by notices of change and variation dated December 16, 2002, December 18, 2002 and January 1, 2003 (the "Original Offer"), of the Offeror pursuant to which the Offeror is offering to purchase, on the terms and subject to the conditions contained therein, all of the issued and outstanding Cognicase Shares (including Cognicase Shares which may become outstanding after the date of the Original Offer upon the exercise of outstanding Options and other Rights). Unless the context otherwise requires, terms denoted by initial capital letters and not defined herein have the meanings set forth in the Original Offer.
Except as otherwise set forth in this Notice of Extension, the terms and conditions previously set forth in the Original Offer continue to be applicable in all respects. This Notice of Extension should be carefully read in conjunction with the Original Offer, the Letter of Transmittal and the Notice of Guaranteed Delivery.
All references to the "Offer" in the Original Offer, the Letter of Transmittal, the Notice of Guaranteed Delivery and this Notice of Extension mean the Original Offer, as hereby amended.
1. Extension of the Offer
The Offeror has amended the Original Offer by extending the time during which the Offer is open for acceptance from midnight (Montreal time) on January 13, 2003 to midnight (Montreal time) on January 24, 2003 unless the Offer is further extended. Accordingly, the definition of "Expiry Date" in the Original Offer is amended as follows:
"Expiry Date" means January 24, 2003, or such later date or dates as may be determined by the Offeror from time to time in respect of the Offer pursuant to Section 5 of the Original Offer, "Extension and Variation of the Offer".
The extended Offer is open for acceptance until the Expiry Time on the Expiry Date, unless further extended or withdrawn. Cognicase Shares may be deposited pursuant to the extended Offer in accordance with the provisions of Section 2 of the Original Offer, "Time for Acceptance".
2. Deposit to the Original Offer
The Original Offer was subject to certain conditions which have all been satisfied at or prior to the Expiry Time of the Original Offer. See Section 4 of the Original Offer, "Conditions of the Offer".
As at midnight (Montreal time) on January 13, 2003, approximately 90.2% of the then 71,498,239 outstanding Cognicase Shares were deposited and not withdrawn under the Original Offer.
3. Take-Up and Payment for Deposited Cognicase Shares
On January 13, 2003, the Offeror announced to the Depositary that it was taking up all of the Cognicase Shares validly deposited and not withdrawn under the Original Offer at or prior to the Expiry Time. The Offeror also announced to the Depositary that the payment for such Cognicase Shares taken up would occur by no later than January 16, 2003.
The Offeror will be obligated to take-up and pay for the Cognicase Shares validly deposited and not withdrawn under the extended Offer no later than as required by applicable securities laws as described in Section 7 of the Original Offer, "Payment for Deposited Cognicase Shares".
4. Withdrawal of Deposited Cognicase Shares
All deposits of Cognicase Shares pursuant to the extended Offer are irrevocable, except as provided in Section 8 of the Original Offer, "Withdrawal of Deposited Cognicase Shares".
5. Statutory Rights
Securities legislation in certain of the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.
3
The contents of the Offer, the Circular and this Notice of Extension have been approved, and the sending, communication or delivery thereof to the holders of Cognicase Shares has been authorized, by the Board of Directors of the Offeror. The foregoing together with the documents incorporated therein by reference contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or market price of the Cognicase Shares which are the subject of the Offer, as varied by this Notice of Extension.
Dated: January 13, 2003
CGI Group Inc.
| (signed) SERGE GODIN Chairman of the Board and Chief Executive Officer |
(signed) ANDRÉ IMBEAU Executive Vice-President and Chief Financial Officer |
|
On behalf of the Board of Directors |
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(signed) PAULE DORÉ Director |
(signed) CLAUDE CHAMBERLAND Director |
|
C-1
Offices of the Depositary
COMPUTERSHARE TRUST COMPANY OF CANADA
By Mail
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2
Attn: Corporate Actions
Toll Free: 1-800-564-6253
| By Hand or Courier | By Hand or Courier | |
Montreal |
Toronto |
|
650 de Maisonneuve West 7th Floor Montreal, Québec |
100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 |
|
Attn: Corporate Actions |
Attn: Corporate Actions |
|
Office of the Dealer Managers in Canada |
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CIBC WORLD MARKETS INC. 600 de Maisonneuve Blvd. West Suite 3050 Montreal, Québec H3A 3J2 |
DESJARDINS SECURITIES INC. 1 Complexe Desjardins 29th Floor, South Tower Montreal, Québec H5B 1J2 |
|
Tel: (514) 847-6300 Facsimile: (514) 847-6430 |
Tel: (514) 281-2244 Facsimile: (514) 842-7975 |
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Any questions and requests for assistance may be directed by Shareholders to the Depositary at its telephone number set out above.
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Under the Companies Act (Québec), a company shall assume the defense of its directors and officers in any action prosecuted by a third person for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless the director or officer has committed a grievous offense or a personal offense separable from the exercise of his duties. However, in a penal or criminal proceeding, the company shall assume only the payment of the expenses of its director or officer if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of a director or officer, if he has been freed or acquitted. The Registrant's bylaws provide that the board of directors may purchase, for the benefit of its directors, officers or their predecessors or any other person who has assumed or who is about to assume a responsibility on behalf of the Registrant or any corporation controlled by it, insurance covering the liability they incur for having acted in their capacity as directors or officers of the company, with the exception of the liability resulting from their own negligence or a personal fault separable from the performance of their duties. The Registrant maintains directors' and officers' liability insurance.
The Registrant has purchased a policy of insurance for the benefit of itself and the directors and officers of the Registrant against liability incurred by the directors and officers in the performance of their duties. The aggregate amount of coverage is U.S. $200 million in respect of any one occurrence. By the terms of the policy, in circumstances where a director or officer has a claim against the Registrant in respect of a loss covered by the policy, the Registrant may claim on the policy for 100% of the loss less the deductible of (i) U.S. $500,000 for claims in the United States, (ii) U.S. $250,000 for claims in Canada, and (iii) U.S. $100,000 for all other claims, applicable to a personal suit against directors claim which may be indemnified by the Registrant under the policy. In addition, where a director or officer has a claim against the insurers in respect of a loss covered by the policy, the director or officer may claim on the policy for 100% of the loss.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
The following documents are filed as exhibits to this registration statement:
PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
(a) Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-8 or to transactions in said securities.
(b) Registrant further undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or policy, information regarding purchases of the Registrant's securities or of the subject issuer's securities during the exchange offer. Such information shall be set forth in amendments to this form.
Item 2. Consent to Service of Process.
(a) On December 9, 2002, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
(b) Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this 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 F-8 and has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Montreal, Province of Québec, Canada, as of the 9th day of January, 2003.
| CGI GROUP INC. (Registrant) | |||
By: |
/s/ SERGE GODIN |
||
Serge Godin, Chairman of the Board and Chief Executive Officer |
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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 |
Capacity |
Date |
||
|---|---|---|---|---|
| /s/ SERGE GODIN Serge Godin |
Chairman of the Board and Chief Executive Officer | January 9, 2003 | ||
* Jean Bassard |
Vice Chairman of the Board |
January 9, 2003 |
||
* Paule Doré |
Executive Vice President, Chief Corporate Officer and Director |
January 9, 2003 |
||
* André Imbeau |
Executive Vice President, Chief Financial Officer and Director |
January 9, 2003 |
||
* David Anderson |
Senior Vice President and Corporate Controller |
January 9, 2003 |
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* Yvan Allaire |
Director |
January 9, 2003 |
||
* William D. Anderson |
Director |
January 9, 2003 |
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* Claude Boivin |
Director |
January 9, 2003 |
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* Claude Chamberland |
Director |
January 9, 2003 |
||
* David L. Johnston |
Director |
January 9, 2003 |
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* Eileen A. Mercier |
Director |
January 9, 2003 |
||
* C. Wesley M. Scott |
Director |
January 9, 2003 |
||
* Siim A. Vanaselja |
Director |
January 9, 2003 |
| *By: | |||||
| /s/ SERGE GODIN Serge Godin Attorney in fact |
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of CGI Group Inc. in the United States, on January 9, 2003.
| CGI Information Systems & Management Consultants, Inc. (Authorized Representative) |
||||
By: |
/s/ JOE SALIBA Joe Saliba, President |
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|---|---|---|
| 1.1 | Press Release dated December 6, 2002.(3) | |
| 1.2 | Form of Advertisement.(3) | |
| 1.3 | Form of Advertisement.(4) | |
| 1.4 | Press Release dated December 18, 2002.(5) | |
| 1.5 | Press Release dated December 23, 2002.(5) | |
| 1.6 | Press Release dated January 1, 2003.(6) | |
| 1.7 | Press Release dated January 14, 2003. | |
| 1.8 | Form of Advertisement. | |
| 2.1 | Form of Letter of Transmittal.(3) | |
| 2.2 | Form of Notice of Guaranteed Delivery.(3) | |
| 2.3 | Lock-Up Agreement dated December 6, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.(3) | |
| 2.4 | Confidentiality Agreement dated November 28, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.(3) | |
| 2.5 | Exclusivity Agreement dated November 29, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.(3) | |
| 2.6 | Form of Depositary Agreement entered into between the Registrant and Computershare Trust Company of Canada.(3) | |
| 2.7 | Form of Dealer Managers Engagement Letter entered into between the Registrant, CIBC World Markets Inc. and Desjardins Securities Inc.(3) | |
| 2.8 | Form of Amended Letter of Transmittal.(4) | |
| 2.9 | Form of Amended Notice of Guaranteed Delivery.(4) | |
| 3.1 | Annual Information Form of the Registrant dated February 15, 2002, for the fiscal year ended September 30, 2001.(1) | |
| 3.2 | Audited Comparative Consolidated Financial Statements of the Registrant and the notes thereto for the fiscal year ended September 30, 2002, together with the auditors' report thereon.(2) | |
| 3.3 | Management's Discussion and Analysis of Financial Position and Results of Operation of the Registrant for the fiscal year ended September 30, 2002.(2) | |
| 3.4 | Information Circular of the Registrant dated December 12, 2001 in connection with the annual general meeting of shareholders held on January 21, 2002, excluding those portions thereof which appear under the headings "Report of the Human Resources and Corporate Governance Committee on the Remuneration of Directors and Named Executive Officers", "Remuneration of Named Executive Officers—Performance Graph" and "Corporate Governance" in the Information Circular (which portions shall be deemed not to have been incorporated by reference).(3) | |
| 4.1 | Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.(3) | |
| 4.2 | Consent of McCarthy Tétrault LLP.(3) | |
| 4.3 | Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.(6) | |
| 5.1 | Power of Attorney of certain officers and directors of the Registrant.(3) |