CGI INC — Foreign Filer Report 2004

Jan 6, 2004

6-K 1 cgi6k_jan06.htm Created by EDGAR Ease Plus (EDGAR Ease+ 1.3a) Project: O:\Edgar\CGI\6K\2004\2004-01-06\cgi6k_jan06.eep Control Number: CGI Rev Number: 1 Client Name: CGI Group Inc. Project Name: 6K - January 6, 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 January 2004

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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 January 6, 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 and 333-74932.

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Control of CGI will remain with the current CGI management team

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Montreal, January 6, 2004 — CGI Group Inc. (CGI) (TSX:GIB.A; NYSE:GIB) today announced that, on January 5, 2004, BCE Inc. (BCE), Bell Canada and their wholly-owned subsidiaries owned in the aggregate 29.84% of CGI’s total outstanding equity shares and, as a result, under the terms of the charter of CGI, the Class B multiple voting shares of CGI have not been automatically converted into Class A shares. Therefore, control of CGI remains with the founders, namely Serge Godin, André Imbeau and Jean Brassard, who own or control shares carrying in the aggregate approximately 47.97% of the votes attached to all outstanding shares of CGI.

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As previously announced, CGI and BCE entered into a new agreement on July 24, 2003 regarding BCE’s investment in CGI. Under such new agreement, BCE had undertaken, among other things, to ensure that its equity interest (as a percentage of the total of all outstanding Class A shares and Class B shares of CGI) remained below 30% on January 5, 2004. Also under the new agreement, BCE had converted all its Class B multiple voting shares of CGI into Class A shares.

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About CGI Founded in 1976, CGI is the fifth largest independent information technology services firm in North America, based on its headcount. CGI and its affiliated companies employ 20,000 professionals. CGI’s annualized revenue run-rate is CDN$2.8 billion (US$2.1 billion) and at September 30, 2003, CGI’s order backlog was CDN$12.3 billion (US$ 9.1 billion). CGI provides end-to-end IT and business process services to 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 S&P/TSX Composite Index as well as the S&P/TSX Capped Information Technology and MidCap Indices. Website: www.cgi.com.

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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.

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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

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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:

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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: January 6, 2004	By /s/ Paule Doré Name: Paule Doré Title: Executive Vice-President and Chief Corporate Officer and Secretary