CGI 6K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of February 2007
Commission
File Number 1-14858
CGI
Group Inc.
(Translation
of Registrant’s
Name Into English)
1130
Sherbrooke Street West
7th
Floor
Montréal,
Québec
Canada
H3A 2M8
(Address
of Principal Executive Offices)
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 ü
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security
holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country exchange
on
which the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
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 ü
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___.
Enclosure:
Press Release dated February 1, 2007.
This
Form 6-K shall be deemed incorporated by reference in the Registrant’s
Registration Statement on Form S-8, Reg. Nos. 333-13350, 333-66044, 333-74932
and 333-112021.
PRESS
RELEASE
Stock
Market Symbols
GIB.A
(TSX)
GIB
(NYSE)
CGI
Group Inc. obtains regulatory approval for the renewal of its normal course
issuer bid
Montreal,
Quebec, February 1, 2007
- On
January 30, 2007, CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) announced
that the Company’s Board of Directors had authorized the renewal of its Normal
Course Issuer Bid.
Today,
the Company received regulatory approval from the Toronto Stock Exchange
for its
Normal Course Issuer Bid renewal. The Company’s management and Board of
Directors believe that the repurchase of Class A Shares of the Company, at
current prices, is a proper use of the Company’s funds, and the normal course
issuer bid will provide the Company with the flexibility to purchase Class
A
Shares from time to time as the Company considers it advisable, as part of
its
strategy to increase shareholder value.
Under
the terms of the bid as approved by the Toronto Stock Exchange:
| · |
the
Company may purchase of up to 10% of the public float of the Company’s
Class A subordinate shares during the next
year;
|
| · |
The
Issuer Bid enables CGI to purchase on the open market through the
facilities of the Toronto Stock Exchange up to 29,091,303 Class A
subordinate shares of the Company for cancellation. At the close
of
business on January 26, 2007, there were 295,034,164 Class A subordinate
shares of the Company outstanding of which approximately 98.6% were
widely
held;
|
| · |
Class
A subordinate shares of the Company may be purchased under the Issuer
Bid
commencing February 5, 2007 (as opposed to February 3, 2007 as
initially announced) and ending no later than February 4, 2008 (as
opposed to February 2, 2008 as initially announced), or on such earlier
date when the Company completes its purchases or elects to terminate
the
bid.
|
Under
the terms of its existing normal course issuer bid, the Company has purchased
for cancellation 10,270,400 Class A Shares since February 3, 2006. These
purchases were made through the facilities of the Toronto Stock Exchange
at an
average purchase price of $7.25204.
About
CGI
Founded
in 1976, CGI Group Inc. is one of the largest independent information technology
and business process services firms in the world. CGI and its affiliated
companies employ approximately 25,000 professionals. CGI provides end-to-end
IT
and business process services to clients worldwide from offices in Canada,
the
United States, Europe, Asia Pacific as well as
from
centers of excellence in North America, Europe and India. CGI's annualized
revenue run rate stands at $3.6 billion (US$3.1 billion) and at December
31st,
2006, CGI's order backlog was $12.6 billion (US$10.9 billion). CGI shares
are
listed on the TSX (GIB.A) and the NYSE (GIB)
and
are
included in the S&P/TSX Composite Index as well as the S&P/TSX Capped
Information Technology and MidCap Indices. Website: www.cgi.com.
Forward-Looking
Statements
All
statements in this press release that do not directly and exclusively relate
to
historical facts constitute “forward-looking statements” within the meaning of
that term in Section 27A of the United States Securities Act of 1933, as
amended, and Section 21E of the United States Securities Exchange Act of
1934,
as amended, and are “forward-looking information” within the meaning of the
Ontario Securities Act, as amended. These statements and this information
represent CGI Group Inc.’s (“CGI”) intentions, plans, expectations and beliefs,
and are subject to risks, uncertainties and other factors, of which many
are
beyond the control of the Company. These factors could cause actual results
to
differ materially from such forward-looking statements or forward-looking
information.
These
factors include and are not restricted to the timing and size of new contracts,
acquisitions and other corporate developments; the ability to attract and
retain
qualified members; market competition in the rapidly-evolving information
technology industry; general economic and business conditions, foreign exchange
and other risks identified in the Management’s Discussion and Analysis
(“MD&A”) in CGI’s Annual Report or Form 40-F filed with the U.S. Securities
and Exchange Commission (filed on EDGAR at www.sec.gov),
and
in CGI’s annual and quarterly MD&A and Annual Information Form filed with
the Canadian securities authorities (filed on SEDAR at www.sedar.com),
as
well as assumptions regarding the foregoing. The words “believe,” “estimate,”
“expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and
variations thereof, identify certain of such forward-looking statements or
forward-looking information, which speak only as of the date on which they
are
made. In particular, statements relating to future performance are
forward-looking statements and forward-looking information. Except to the
extent
required by law, CGI disclaims any intention or obligation to publicly update
or
revise any forward-looking statements or forward-looking information, whether
as
a result of new information, future events or otherwise. Readers are
cautioned not to place undue reliance on these forward-looking statements
or on
this forward-looking information.
-30-
For
more information:
|
Investor
Relations
Lorne
Gorber
Vice-President,
Global Communications and
Investor
Relations
lorne.gorber@cgi.com
(514)
841-3355
|
Media
Relations
Philippe
Beauregard
Director,
Corporate Communications and
Public
Affairs
philippe.beauregard@cgi.com
(514)
841-3218
|
SIGNATURES
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.
| |
CGI
Group Inc.
(Registrant)
|
|
Date:
February 1, 2007
|
By
/s/ David G.
Masse
Name:
David G. Masse
Title:
Assistant Corporate Secretary
|