CGI INC — Foreign Filer Report 2003

Feb 25, 2003

6-K 1 cgi6k_feb25.htm Created by EDGAR Ease Plus (EDGAR Ease+ 1.1a) Project: T:\MIS\fitl\Edgar_Filings_4.0\CGI\6K\2003\2003-02-25\cgi6k_feb25.eep Control Number: CGI Rev Number: 1 Client Name: CGI Group Inc. Project Name: 6K - February 24, 2003 Firm Name: 6K MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project"

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

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For the month of February 2003

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Commission File Number 1-14858

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CGI Group Inc. (Translation of Registrant's Name Into English)

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1130 Sherbrooke Street West 5th Floor Montréal, Québec Canada H3A 2M8 (Address of Principal Executive Offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

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Form 20-F Form 40-F |X|

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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): ____

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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.

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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): ____

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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.

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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.

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Yes No |X|

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If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___.

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Enclosure: Press Release dated February 25, 2003.

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 and 333-74932.

PRESS RELEASE FOR IMMEDIATE PUBLICATION

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CGI acquires remaining 3.3% of Cognicase shares

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Montreal, Quebec, February 25, 2003 – CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) announced today that it has successfully acquired, pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act , the 3.3% of outstanding common shares of Cognicase Inc. (Cognicase) that were not deposited under its bid as at or prior to midnight (Montreal time) on January 24, 2003, being the expiry time of the offer made by CGI on December 6, 2002, as amended, to acquire all of the outstanding common shares of Cognicase.

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Pursuant to its offer, CGI acquired all outstanding common shares of Cognicase for CDN$321.7 million, representing a total cash consideration of CDN$180.2 million and a total share consideration of 19,850,245 Class A Subordinate Shares of CGI.

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About CGI Founded in 1976, CGI is the fourth largest independent information technology services firm in North America, based on its headcount. CGI and its affiliated companies employ more than 21,000 professionals. CGI’s annualized revenue run-rate currently totals CDN$3 billion (US$2 billion) and at December 31, 2002, CGI’s order backlog was CDN$10.7 billion (US$6.8 billion). CGI provides end-to-end IT and business process services to more than 3,500 clients worldwide from offices in Canada, United States and Europe. CGI’s shares are listed on the TSX (GIB.A) and the NYSE (GIB) and are included in the TSX 100 Composite Index as well as the S&P/TSX Canadian Information Technology and Canadian MidCap Indices. Website: www.cgi.com

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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

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SIGNATURES

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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 25, 2003	By /s/ Paule Doré Name: Paule Doré Title: Executive Vice-President and Chief Corporate Officer and Secretary