CGI INC — Foreign Filer Report 2004

Feb 13, 2004

6-K 1 cgi6k_feb13.htm Created by EDGAR Ease Plus (EDGAR Ease+ 1.3a) Project: O:\Edgar\CGI\6K\2004\2004-02-13 - Chandran\cgi6k_feb13.eep Control Number: Rev Number: Client Name: CGI Group Inc. Project Name: 6K - February 13, 2004 Firm Name: 6K MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project"

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project"

FORM 6-K

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project"

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project"

For the month of February 2004

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project"

Commission File Number 1-14858

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Project"

MARKER FORMAT-SHEET="Head Center Italic-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

Form 20-F Form 40-F |X|

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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): ____

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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): ____

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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.

MARKER FORMAT-SHEET="Head Center Underline-TNR" FSL="Project"

Yes No |X|

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default"

Enclosure: Press Release dated February 13, 2004.

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

Clarence Chandran steps down from current position but remains in advisory role at CGI

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

Montreal, Quebec, February 13, 2004 – CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB;), announced that effective today and due to health reasons, Clarence Chandran is stepping down from his position as president, Business Process Services (BPS). Following a routine annual check-up, he was recently diagnosed with prostate cancer for which he is currently undergoing medical treatment and is no longer able to maintain his position as president, Business Process Services with CGI. However, he will retain his position with CGI as chairman of the board, India and become a Council member of CGI’s newly created International Advisory Council. In the interim, Michael Roach, president and COO of CGI, will oversee the BPS operations.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

“I have always greatly admired CGI and am pleased to remain part of this impressive team through my participation in the Council. Due to health reasons, I am unable to continue with my current duties but want to keep working towards the future success of CGI. In my two months with CGI I have had the opportunity to collaborate with many seasoned professionals and feel confident that in my new role I will be able to continue to evolve what I began by tapping into my international network,” said Clarence Chandran, chairman of the board, India.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

Chandran, 54, joined Nortel Networks in 1985 and held numerous senior-level positions including chief operating officer. He retired in May 2001 from Nortel Networks. Mr. Chandran is a director of MDS Inc., chairman of the Conros Corporation and the Chandran Family Foundation Inc.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

To learn more about CGI’s newly created International Advisory Council, please consult today’s press release.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

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 20,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in Canada, the United States, Europe and centers of excellence in India. CGI’s annualized revenue run rate is currently $2.8 billion (US$2.1 billion) and at December 31, 2003, CGI’s order backlog was $12.2 billion (US$9.3 billion). CGI’s shares are listed on the TSX (GIB.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.

MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default"

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.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

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.

• 30 -

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Project"

SIGNATURES

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project"

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 13, 2004	By /s/ Paule Doré Name: Paule Doré Title: Executive Vice-President and Chief Corporate Officer and Secretary