For the month of February 2005
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 February 1, 2005.
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, February 1, 2005 – CGI Group Inc. (CGI) (NYSE: GIB; TSX: GIB.SV.A), a leading provider of end-to-end information technology and business process services, announced today that its Board of Directors has authorized the purchase of up to 10% of the public float of the Company’s Class A subordinate shares during the next year through a Normal Course Issuer Bid (“Issuer Bid”). The Company has received approval from the Toronto Stock Exchange for its intention to make an Issuer Bid.
The Issuer Bid enables CGI to purchase on the open market through the facilities of the Toronto Stock Exchange up to 27,834,417 Class A subordinate shares for cancellation. At January 28, 2005, there were 410,902,202 Class A subordinate shares of the Company outstanding of which approximately 68% were widely held. The Class A shares may be purchased under the Issuer Bid commencing February 3, 2005 and ending no later than February 2, 2006, or on such earlier date when the Company completes its purchases or elects to terminate the bid.
“Management and the board believe that CGI’s shares at current prices represent an attractive investment opportunity for the Company, and the Issuer Bid will provide us with the flexibility to purchase shares from time to time as we consider it advisable, as part of our strategy to increase shareholder value,” said André Imbeau, executive vice-president and chief financial officer. “With our strong cash flow and credit capacity, we are in a position to undertake this initiative while continuing to carry out our growth strategy.”
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 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
Canada, the US, Europe and India. CGI’s annualized revenue run-rate is currently
CDN$3.8 billion (US$3.1 billion) and at December 31, 2004, CGI’s order backlog was
CDN$13.0 billion (US$10.8 billion). CGI’s shares are listed on the TSX (GIB.SV.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. 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 the Company. These
factors could cause actual results to differ materially from such forward-looking
statements.
These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments; the ability to attract and retain qualified employees; 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 Group Inc.‘s Annual Report or Form 40-F filed with the SEC, the Company’s Annual Information Form filed with the Canadian securities authorities, 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, which speak only as of the date on which they are made. In particular, statements relating to future revenue from outsourcing contracts are forward-looking statements. 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
Jane Watson, vice-president, investor relations
(416) 945-3616
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: February 1, 2005 |
By /s/ Paule Doré Name: Paule Doré Title: Executive Vice-President and Chief Corporate Officer and Secretary |