UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO.1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IMRglobal Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45675E 10 8
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(CUSIP Number)
Paule Dore
Executive vice-president and chief corporate officer and secretary
CGI Group Inc.
1130 Sherbrooke Street West
Montreal, Quebec
Canada, H3A 2M8
and
Peter Golden, Esq. Christiane Jodoin, Esq.
Fried, Frank, Harris, Shriver & Jacobson McCarthy Tetrault LLP
One New York Plaza Windsor Tower, 5th Floor
New York, NY 10004 1170 Peel St.
(212) 859-8000 Montreal, Quebec
Canada H3B 4S8
(514) 397-4100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 27, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
SCHEDULE 13D/A
CUSIP No. 45675E 10 8 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CGI Group Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D/A
CUSIP No. 45675E 10 8 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CGI Florida Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
CO
Pursuant to Rule 13d-2(a) and Rule 13d-2(e) of Regulation 13D of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, the undersigned hereby amend their Schedule 13D statement dated
March 2, 2001 relating to the shares of common stock of IMRglobal Corp.
(the "ISSUER").
Item 4. PURPOSE OF TRANSACTION
Item 4 is amended by adding the following:
On July 27, 2001, the previously announced merger of the Issuer with
CGI Florida Corporation was completed. As a result of the Merger, each
outstanding share of common stock of the Issuer was converted into the
right to receive 1.5974 Class A Subordinate Shares of CGI Group Inc.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the Merger, CGI Group Inc. owns all of the outstanding
shares of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 27, 2001
CGI GROUP INC.
By: /s/ Serge Godin
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Name: Serge Godin
Title: Chairman, president and
chief executive officer
CGI FLORIDA CORPORATION
By: /s/ Andre Imbeau
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Name: Andre Imbeau
Title: Executive vice-president,
and chief financial officer