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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

(1)
The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends or similar transactions.

(2)
Estimated solely for the purpose of determining the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of the Registrant's class A subordinate shares, as reported on the New York Stock Exchange on January 12, 2004.




EXPLANATORY NOTE

        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

ITEM 8. EXHIBITS.

4.1
Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates.(1)

5.1
Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Shares.

23.1
Consent of McCarthy Tétrault LLP (included in Exhibit 5.1).

23.2
Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.

24.1
Power of Attorney of certain officers and directors of the Registrant.

(1)
Previously filed as an exhibit to the Registrant's Form S-8 (File No. 333-74932) filed December 12, 2002.


SIGNATURES

        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




INDEX OF EXHIBITS

4.1
Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates.(1)

5.1
Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Shares.

23.1
Consent of McCarthy Tétrault LLP (included in Exhibit 5.1).

23.2
Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.

24.1
Power of Attorney of certain officers and directors of the Registrant.

(1)
Previously filed as an exhibit to the Registrant's Form S-8 (File No. 333-74932) filed December 12, 2002.



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EXPLANATORY NOTE
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
SIGNATURES
INDEX OF EXHIBITS