CGI INC — Registration Form 2007

Sep 19, 2007

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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

Registration Statement

Under The Securities Act of 1933

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Groupe CGI Inc./CGI Group Inc.

(Exact name of registrant as specified in its charter)

Share Option Plan for Employees, Officers, Directors

and Consultants 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. 1130
Sherbrooke Street West 7 th Floor Montréal,
Québec Canada
H3A 2M8 (514)
841-3200
(Address
and telephone number of registrant's principal
executive offices)
CGI
Technologies and Solutions Inc. 4050
Legato Road Fairfax,
Virginia 22033 Attn:
Joe Figini (703)
267-8679
(Name,
address and telephone number of
agent for service)

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 Voting Shares | 11,881,753 shares | $11.03 | $130,996,326.83 | $4,021.59 |

| (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 Voting Shares, as reported on the New York Stock Exchange on September 14, 2007. |

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 statement s filed by the Registrant on Form S-8 (Registration Nos. 333-13350, 333-74932 and 333-112021). The current registration of 11,881,753 shares of the Registrant's Class A Subordinate Voting Shares, without par value, will increase the number of shares registered for issuance under the Share Option Plan for Employees, Officers, Directors and Consultants of CGI Group Inc., its Subsidiaries and its Associates from 37,685,474 shares to 49,567,227 shares.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

| 4.1 | Share Option Plan for Employees, Officers, Directors and Consultants of CGI Group Inc., its Subsidiaries and its Associates, as amended | | --- | --- | | 5.1 | Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Voting Shares. | | 23.1 | Consent of McCarthy Tétrault LLP (included in Exhibit 5.1). | | 23.2 | Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants. |

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 September 19, 2007.

| CGI

GROUP INC. (Registrant)
By:	/s/
Michael E. Roach Michael
E. Roach
Its:	President
and Chief Executive Officer

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
/s/ R. David
Anderson R.
David Anderson	Executive
Vice President and Chief Financial Officer (principal financial
officer)	September
19, 2007
/s/
François Boulanger François
Boulanger	Vice
President and Corporate Controller (principal accounting
officer)	September
19, 2007
/s/ Jean
Brassard Jean
Brassard	Director	September
19, 2007
/s/ Claude
Boivin Claude
Boivin	Director	September
19, 2007
/s/ Claude
Chamberland Claude
Chamberland	Director	September
19, 2007
/s/
Robert Chevrier Robert
Chevrier	Director	September
19, 2007
/s/ Thomas P.
d’Aquino Thomas
P. d’Aquino	Director	September
19, 2007
/s/ Paule
Doré Paule
Doré	Director	September
19, 2007

| /s/ Serge Godin Serge Godin | Founder and Executive Chairman of the Board and Director | September 19, 2007 | | --- | --- | --- | | /s/ André Imbeau André Imbeau | Founder, Executive Vice-Chairman of the Board and Corporate Secretary and Director | September 19, 2007 | | /s/ David L. Johnston David L. Johnston | Director | September 19, 2007 | | /s/ Eileen A. Mercier Eileen A. Mercier | Director | September 19, 2007 | | /s/ Michael E. Roach Michael E. Roach | President and Chief Executive Officer and Director | September 19, 2007 | | /s/ C. Wesley M. Scott C. Wesley M. Scott | Director | September 19, 2007 | | /s/ Gerald T. Squire Gerald T. Squire | Director | September 19, 2007 | | /s/ Robert Tessier Robert Tessier | Director | September 19, 2007 | | Authorized Representative | | | | CGI Technologies and Solutions Inc. (Authorized Representative) | | | | By: /s/ David G. Masse David G. Masse Corporate Secretary | | |

Dated: September 19, 2007

INDEX OF EXHIBITS

| 4.1 | Share Option Plan for Employees, Officers, Directors and Consultants of CGI Group Inc., its Subsidiaries and its Associates, as amended. | | --- | --- | | 5.1 | Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Voting Shares. | | 23.1 | Consent of McCarthy Tétrault LLP (included in Exhibit 5.1). | | 23.2 | Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants. |