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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 20, 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
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 20, 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 20, 2001, CGI Group Inc. (the "Company") announced that it
completed the offering, through an underwriting syndicate, 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 Shares sold were not 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 to repay indebtedness and the
balance 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