As filed with the Securities and Exchange Commission on July 30, 2001
Registration No. 333-57628-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
IMRGLOBAL CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2911475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
(727) 467-8000
(Address of registrant's principal
executive offices)
__________________________________
IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
DILIP PATEL, ESQ.
VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
IMRGLOBAL CORP.
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
(727) 467-8000
(Name, address, and telephone number of agent for service)
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment relates to 1,000,000 common shares
of IMRglobal Corp. (the "Company") registered on Registration Statement on
Form S-8 (registration number 333-57628) (the "Registration Statement")
filed with the Securities and Exchange Commission on March 26, 2001.
Pursuant to the Agreement and Plan of Merger, dated as of
February 21, 2001, by and among the Company, CGI Group, Inc. ("CGI") and
CGI Florida Corporation, a wholly owned subsidiary of CGI ("Sub"), the
following events (among others) occurred: (1) the Company was acquired by,
and became a wholly-owned subsidiary of, CGI through the merger of Sub with
and into the Company; (2) each common share of the Company outstanding
immediately prior to the merger was converted into 1.5974 shares of Class A
Subordinate Shares of CGI; and (3) outstanding options to purchase shares
of Company common stock granted under its equity incentive plans were
converted into options to purchase Class A Subordinate Shares of CGI.
As a result of the merger, the Company has terminated all
offerings of its common shares pursuant to its existing registration
statements. The Company is filing this Post-Effective Amendment to remove
(and hereby does remove) from registration all of its common shares
registered on the Registration Statement which remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clearwater, State of
Florida, on this 27th day of July, 2001.
IMRGLOBAL CORP.
/s/ Paule Dore
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[Name] Paule Dore
[Title] Executive Vice-President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed by the following
persons in the capacities indicated and as of the dates indicated.
Signature Title Date
--------- ----- ----
Executive Chairman, President and July 27, 2001
/s/ Serge Godin Chief Executive Officer (principal
--------------------- executive officer and director)
Serge Godin
Executive Vice-President, Chief July 27, 2001
Financial Officer and Treasurer
/s/ Andre Imbeau (principal financial officer, principal
--------------------- accounting officer and director)
Andre Imbeau
/s/ Paule Dore Executive Vice-President (director) July 27, 2001
---------------------
Paule Dore