Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
Registration Statement
Under The Securities Act of 1933
________________
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 7th 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 statements 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. |
