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File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 3, 2001
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CGI GROUP INC.
(Exact name of registrant as specified in its charter)
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1130 SHERBROOKE STREET WEST, 5TH FLOOR
QUEBEC, CANADA
(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.)
Form 20-F Form 40-F x
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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.)
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): N/A
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SIGNATURE
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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.
Dated: December 4, 2001 CGI Group Inc.
By: /s/ Paule Dore
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Name: Paule Dore
Title: Executive Vice-President,
Chief Corporate Officer and
Secretary
On December 3, 2001, CGI Group Inc. (the "Company") announced in Canada
that it has entered into an agreement with a syndicate of underwriters in
connection with an offering of 11,110,000 Class A Subordinate Shares of the
Company (the "Shares") at a price of CDN$11.25 per Share, for gross
proceeds of approximately CDN$125,000,000. The offering is expected to
close on or about December 20, 2001.
The Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or applicable
state securities laws and may not be offered or sold in the United States
or to, or for the account or benefit of, U.S. persons or otherwise
distributed in the United States, except pursuant to an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
This filing does not constitute an offer to sell or a solicitation of an
offer to buy any Shares, and is made pursuant to and in accordance with
Rule 135c under the Securities Act.
The net proceeds of the offering will be used initially to repay
indebtedness and thereafter will be added to CGI's general funds and be
used to finance its development activities, including the funding of large
outsourcing contracts and acquisitions, and for other general corporate
purposes.