CGI INC — Director's Dealing 2001

Mar 2, 2001

------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0104 Expires: May 31, 2001 Estimated average burden hours per response ....... 0.5 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES FILED PURSUANT TO SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934, SECTION 17(A) OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 OR SECTION 30(F) OF THE INVESTMENT COMPANY ACT OF 1940 (Print or Type Response) ================================================================================ 1. Name and Address of Reporting Person* CGI Group Inc. - -------------------------------------------------------------------------------- (Last) (First) (Middle) 1130 Sherbrooke Street West - -------------------------------------------------------------------------------- (Street) Montreal Quebec, Canada H3A 2M8 - -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Date of Event Requiring Statement (Month/Day/Year) 02/21/01 ================================================================================ 3. IRS or Identification Number of Reporting Person, if an entity (Voluntary) ================================================================================ 4. Issuer Name and Ticker or Trading Symbol IMRglobal Corp. ================================================================================ 5 Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ X ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) (See attached) -------------------------------------------------------------------- ================================================================================ 6. If Amendment, Date of Original (Month/Day/Year) ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [ X ] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED ================================================================================

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5(b)(v). Page 1 of 2 FORM 3 (continued) TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. ================================================================================

Explanation of Responses: This Initial Statement of Beneficial Ownership on Form 3 is being filed by CGI Group Inc. ("CGI"). CGI, CGI Florida Corporation, a wholly owned subsidiary of CGI ("Merger Sub"), and IMRglobal Corp. ("IMR") entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of February 21, 2001, providing for, among other things, the merger of Merger Sub with and into IMR (the "Merger"). Simultaneously with the execution and delivery of the Merger Agreement, CGI and Merger Sub entered into a Voting Agreement dated as of February 21, 2001 (the "Voting Agreement") with (i) Satish K. Sanan with respect to the 5,645,237 shares of IMR Common Stock and options to purchase 625,000 shares of IMR Common Stock he owns, and (ii) A&S Family Limited Partnership, an entity controlled by Mr. Sanan, with respect to the 6,441,361 shares of IMR Common Stock it owns. Under the Voting Agreement, these shareholders have agreed, subject to the terms thereof, to vote their shares in favor of the Merger and against any proposals made in opposition or in competition to the Merger. Pursuant to the Voting Agreement, these shareholders granted certain officers of Merger Sub irrevocable proxies (such irrevocable proxies collectively, the "Proxy") dated as of February 21, 2001 to vote their shares of IMR Common Stock in accordance with the provisions of the Voting Agreement. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose and such beneficial ownership is expressly disclaimed. The foregoing summary of the Voting Agreement and the Proxy is qualified in its entirety by reference to such agreements, which have been filed as exhibits to the Reporting Person's statement on Schedule 13D filed with respect to CGI on the date hereof. /s/ Paule Dore March 2, 2001 - --------------------------------------------- ----------------------- **Signature of Reporting Person Date Paule Dore Executive vice-president and chief corporate officer and secretary on behalf of CGI Group Inc. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See instruction 6 for procedure.