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 January 2010
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 January 27, 2010.
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 , 333-112021
and 333-146175.
PRESS
RELEASE
Stock
Market Symbols
GIB.A
(TSX)
GIB
(NYSE)
CGI
Group Inc. Board Authorizes the Renewal of its Normal Course Issuer
Bid
Montreal, Quebec, January 27,
2010 – CGI Group Inc. (TSX: GIB.A; NYSE: GIB) (the “Company”) announced
today that its Board of Directors has authorized the renewal of its Normal
Course Issuer Bid (“NCIB”), subject to acceptance by the Toronto Stock Exchange
(the “TSX”).
The Company’s
management and Board of Directors believe that the repurchase of Class A
subordinate voting shares (“Class A Shares”) of the Company is a proper use of
the Company’s funds, and the NCIB 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.
At the close of
business on January 25, 2010, there were 256,093,729 Class A Shares outstanding,
of which approximately 98% were widely held (representing a public float of
251,510,587 Class A Shares).
Under the terms
of the NCIB, subject to TSX acceptance, the Company may purchase for
cancellation on the open market through the facilities of the TSX and the New
York Stock Exchange and through alternative trading systems (such as Alpha ATS)
up to 25,151,058 Class A Shares, representing approximately 10% of the Company’s
public float as of the close of business on January 25, 2010. The average
daily trading volume (the “ADTV”) of the Class A Shares on the TSX for the past
six months (excluding purchases under the NCIB) was 710,835 Class A Shares.
Consequently and in accordance with the requirements of the TSX, the daily
purchase limit under the NCIB on the TSX will be 177,708 Class A Shares,
representing 25% of the ADTV. All Class A Shares will be purchased at their
market price at the time of acquisition. All shares purchased under the NCIB
will be cancelled.
Purchases of
Class A Shares may commence on February 9, 2010 and will expire on the earlier
of February 8, 2011 or the date on which the Company has either acquired the
maximum number of Class A Shares allowable under the NCIB or otherwise decided
not to make any further repurchases under the NCIB.
Under the terms
of its NCIB that commenced on February 9, 2009 and will expire on February 8,
2010, the Company had purchased, as of January 25, 2010, an aggregate of
24,734,320 Class A Shares for cancellation. These purchases were made through
the facilities of the TSX at a weighted average purchase price, as of January
25, 2010, of $12.33.
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 26,000 professionals. CGI provides end-to-end IT and
business process services to clients worldwide from offices in Canada, the
United States, Europe and Asia Pacific as well as from centers of excellence in
North America, Europe and India. As at December 31, 2009, CGI's order backlog
was $11.4 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.
CGI
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 Canadian securities laws.
These statements and this information represent CGI’s 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 but 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 IT industry; general economic and
business conditions; foreign exchange and other risks identified in the press
release, in CGI’s Annual Report on Form 40-F filed with the U.S. Securities and
Exchange Commission (filed on EDGAR at www.sec.gov), the Company’s 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. 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, except as required by applicable
law. Readers are cautioned not to place undue reliance on these forward-looking
statements or on this forward-looking information. You will find more
information about the risks that could cause our actual results to differ
significantly from our current expectations in the Risks and Uncertainties
section.
-30-
For
more information:
Lorne
Gorber
Vice-President,
Global Communications and Investor Relations
lorne.gorber@cgi.com
514
841-3355
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.
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CGI
Group Inc.
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(Registrant)
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Date:
January 27, 2010
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By /s/ Benoit Dubé
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Name:
Benoit Dubé
Title: Vice-President, Corporate
Legal Affiairs
and Assistant
Corporate Secretary
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