SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 IMRglobal Corp. (Name of Issuer) -------------------------------------------------------------------------------- Common Stock (Title Class of Securities) -------------------------------------------------------------------------------- 45675E 10 8 (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 One New York Plaza Windsor Tower New York, New York 10004 5th Floor (212) 859-8000 1170 Peel Street Montreal, Quebec Canada H3B 4S8 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 21, 2001 -------------------------------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box |_|. -------------------------------------------------------------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 45675E 10 8 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 12,711,598 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,711,598 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 45675E 10 8 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 12,711,598 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,711,598 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% 14 TYPE OF REPORTING PERSON* CO ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the "Statement") relates to the shares of common stock (the "Shares") of IMRglobal Corp., a Florida corporation (the "Company"). The principal executive offices of the Company are located at 100 South Missouri Avenue, Clearwater, Florida 33756. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by CGI Group Inc., a corporation incorporated under the laws of Quebec, Canada ("CGI"), and CGI Florida Corporation, a Florida corporation and a wholly owned subsidiary of CGI ("Sub"). CGI is an information technology services firm. The address of its principal business and of its principal office is 1130 Sherbrooke Street West, Montreal, Quebec, Canada H3A 2M8. Sub was incorporated on February 16, 2001 and has not conducted any business other than in connection with its incorporation, the Agreements described in Item 4 and the transactions contemplated by those Agreements. The address of Sub's principal business and principal office is the same as CGI's. The name, business address and present principal occupation of each executive officer and director of CGI and Sub are set forth in Annex A hereto. Annex A also sets forth the name, business address and present principal occupation of each executive officer and director of each of 9065-4476 Quebec Inc. (a company controlled by Mr. Jean Brassard), 9058-0705 Quebec Inc. (a company controlled by Mr. Serge Godin), and 9061-9354 Quebec Inc. (a company controlled by Mr. Andre Imbeau), which may be deemed to control CGI. Each of 9065-4476 Quebec Inc., 9058-0705 Quebec Inc., and 9061-9354 Quebec Inc. is a corporation incorporated under the laws of Quebec, Canada, and whose business is primarily related to holding shares of CGI capital stock. The principal address of each of 9065-4476 Quebec Inc., 9058-0705 Quebec Inc., and 9061-9354 Quebec Inc. is 1130 Sherbrooke Street West, Montreal, Quebec, Canada H3A 2M8. Annex A also sets forth information regarding Jean Brassard, Andre Imbeau, and Serge Godin who are individual shareholders of CGI, who may be deemed to control CGI. During the last five years, none of CGI, Sub nor, to the best of CGI's or Sub's knowledge, any person named in Annex A hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No funds were required in connection with the Voting Agreement described in Item 4. ITEM 4. PURPOSE OF TRANSACTION On February 21, 2001, CGI and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides, among other things, that, subject to certain conditions, a wholly-owned subsidiary of CGI will be merged with and into the Company (the "Merger"). As a result of the Merger, the Company will become a wholly owned subsidiary of CGI. Also on February 21, 2001, CGI and Sub entered into a Voting Agreement (the "Voting Agreement") with Mr. Satish Sanan, Chairman and Chief Executive Officer of the Company, and A&S Family Limited Partnership, which Mr. Sanan controls, (the "Shareholders") pursuant to which, among other things, the Shareholders agreed to vote the 12,086,598 Shares they currently own of record, as well as any shares they may hereafter acquire, in favor of the Merger Agreement and the transactions contemplated thereby at the meeting of the shareholders of the Company to be called in connection with the Merger Agreement. As a result of the Voting Agreement, CGI may be deemed to share voting power over the Shares beneficially owned by the Shareholders. The purpose of the Voting Agreement is to facilitate and increase the likelihood that the Merger will be consummated. In the Merger, each share of common stock of the Company will be converted into 1.5974 Class A Subordinate Shares of CGI and each option to acquire a share of common stock of the Company will be converted into an option to acquire 1.5974 CGI Class A Subordinate Shares. Except as set forth above, neither CGI, Sub nor, to the best of CGI's or Sub's knowledge, any of the persons listed in Annex A hereto have any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing summaries of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to such agreements, copies of which are attached as exhibits hereto and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the Voting Agreement, CGI and Sub may be deemed to beneficially own the 12,086,598 Shares currently owned of record by the Shareholders. Such Shares represent approximately 27.5% of the outstanding Shares (based upon the 43,963,742 Shares reported by the Company to be issued and outstanding as of February 14, 2001 in the Merger Agreement). In addition, Mr. Sanan also holds employee stock options which, subject to their terms and conditions, entitle him to purchase an aggregate of 625,000 Shares from the Company. The provisions of the Voting Agreement are applicable to any Shares issuable upon exercise of these options. Consequently, CGI and Sub may be deemed to share voting power over, and have beneficial ownership of, these 625,000 Shares. Including the Shares subject to Mr. Sanan's employee stock options, CGI and Sub may be deemed to beneficially own an aggregate of 12,711,598 Shares, which would represent approximately 28.5% of the outstanding Shares (based on the Company's representation in the Merger Agreement), as calculated as if such 625,000 Shares were outstanding in accordance with Rule 13d-3. To the best of CGI's and Sub's knowledge, none of the persons listed in Annex A hereto beneficially owns any Shares. (b) CGI may be deemed to share voting power with respect to the 12,711,598 Shares subject to the Voting Agreement. (c) Except as described above, none of CGI, Sub nor, to the best of CGI's and Sub's knowledge, any of the persons listed in Annex A hereto has effected any transactions in the securities of the Company during the past sixty days. (d) and (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described in Item 4, none of CGI, Sub nor, to the best of CGI's and Sub's knowledge, any of the persons named in Annex A hereto is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or losses or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement Exhibit 2 Voting Agreement Exhibit 3 Agreement and Plan of Merger After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 2, 2001 CGI GROUP INC. By: /s/ Serge Godin ----------------------------------------- Name: Serge Godin Title: Chairman, president and chief executive officer CGI FLORIDA CORPORATION By: /s/ Andre Imbeau ----------------------------------------- Name: Andre Imbeau Title: Executive vice-president, and chief financial officer Annex A DIRECTORS AND EXECUTIVE OFFICERS OF CGI GROUP INC. The names of the directors and executive officers of CGI are set forth below. Unless otherwise indicated, each individual is a citizen of Canada. Unless otherwise indicated the principal business address of each person is that of CGI. EXECUTIVE OFFICERS NAME AND PLACE OF RESIDENCE PRINCIPAL OCCUPATION Serge Godin Chairman, president and Westmount, Quebec chief executive officer Francois Chasse Executive vice-president and Oakville, Ontario general manager, U.S. and M&A Paule Dore Secretary and executive vice-president Outremont, Quebec and chief corporate officer Andre Imbeau Treasurer and executive vice-president, Beloeil, Quebec and chief financial officer Andre Nadeau Executive vice-president and Town of Mount-Royal, Quebec chief strategy officer Luc Pinard Executive vice-president St-Lambert, Quebec and general manager, International Michael E. Roach Executive vice-president and Ajax, Ontario general manager, Canada Daniel Rocheleau Executive vice-president and Longueuil, Quebec chief business engineering officer DIRECTORS NAME AND PLACE OF PRINCIPAL OCCUPATION BUSINESS ADDRESS RESIDENCE Executive vice-president Bombardier Inc. Yvan Allaire Bombardier Inc., and 800 Rene-Levesque Blvd. Westmount, Quebec Chairman, Bombardier Montreal, Quebec H3B 1Y8 Capital William D. Anderson President BCE Ventures, Inc. Westmount, Quebec BCE Ventures Inc. 1000 de la Gauchetiere West Suite 3700 Montreal, Quebec H3B 4Y7 Claude Boivin Director of companies 3534 du Musee, Montreal, Quebec Montreal, Quebec H3G 2C7 Jean Brassard Vice-chairman 9081 Richmond Brossard, Quebec CGI Group Inc., Brossard, Quebec J4X 2SI and director of companies Claude Chamberland President 1188 Sherbrooke St. West St-Lambert, Quebec Alcan International Ltd. Montreal, Quebec H3A 3G2 Paule Dore Executive vice-president Outremont, Quebec and chief corporate officer and secretary CGI Group Inc. Serge Godin Chairman, president Westmount, Quebec and chief executive officer CGI Group Inc. Andre Imbeau Executive vice-president Beloeil, Quebec and chief financial officer and treasurer CGI Group Inc. David L. Johnston, C.C. President and vice- 200 University Avenue West Waterloo, Ontario chancellor Waterloo, Ontario N2L 3G1 University of Waterloo Thomas E. Kierans, O.C. Chairman and chief Clarkson Centre for Toronto, Ontario executive officer Business Ethics The Canadian Institute for 100 Richmond Street East, Advanced Research Suite 331 Toronto, Ontario Eileen A. Mercier President Finvoy Management Inc. Toronto, Ontario Finvoy Management Inc. 77 Strathallan Blvd. Toronto, Ontario MSN 1S8 Jean C. Monty Chairman and chief 1000 de la Gauchetiere West Montreal, Quebec executive officer Montreal, Quebec H3B 4Y7 BCE Inc. Charles Sirois Chairman and chief Telesysteme Ltee Westmount, Quebec executive officer 1000 de la Gauchetiere West Telesysteme Ltee. 24th Floor Montreal, Quebec H3B 4Y7 EXECUTIVE OFFICERS OF CGI FLORIDA CORPORATION EXECUTIVE OFFICERS NAME OFFICE Serge Godin President and chief executive officer Andre Imbeau Executive vice-president and chief financial officer Francois Chasse Executive vice-president mergers and acqusitions and general manager, U.S. Paule Dore Executive vice-president, chief corporate officer and secretary DIRECTOR NAME Andre Imbeau Additional information with respect to each of the directors and executive officers of CGI Florida Corporation is included in the information regarding the directors and executive officers of CGI Group Inc. INFORMATION ON INDIVIDUAL SHAREHOLDERS The names of the individual shareholders of CGI who may be deemed to control CGI are set forth below. Unless otherwise indicated, each individual is a citizen of Canada. NAME ADDRESS PRINCIPAL OCCUPATION Jean Brassard 9081 Richmond Vice-chairman Brossard, Quebec J4X 2SI CGI Group Inc., and director of companies Serge Godin 1130 Sherbrooke St. West Chairman, president Montreal, Quebec H3A 2M8 and chief executive officer CGI Group Inc. Andre Imbeau 1130 Sherbrooke St. West Treasurer, executive vice- Montreal, Quebec H3A 2M8 president and chief financial officer CGI Group Inc. Additional information with respect to each of the individual shareholders of CGI listed above is included in the information regarding the directors and executive officers of CGI Group Inc. DIRECTORS AND OFFICERS OF 9065-4476 QUEBEC INC., 9058-0705 QUEBEC INC., AND 9061-9354 QUEBEC INC. The names of the directors and executive officers of 9065-4476 Quebec Inc., 9058-0705 Quebec Inc., and 9061-9354 Quebec Inc. are set forth below. Unless otherwise indicated, each individual is a citizen of Canada. SOLE DIRECTOR AND OFFICER OFFICE ADDRESS 9065-4476 QUEBEC INC. Jean Brassard President and secretary 9081 Richmond Brossard, Quebec J4X 2SI SOLE DIRECTOR AND OFFICER OFFICE ADDRESS 9058-0705 QUEBEC INC. Serge Godin President and secretary 1130 Sherbrooke St. West Montreal, Quebec H3A 2M8 SOLE DIRECTOR AND OFFICER OFFICE ADDRESS 9061-9354 QUEBEC INC. Andre Imbeau President and secretary 1130 Sherbrooke St. West Montreal, Quebec H3A 2M8 Additional information with respect to each of the directors and executive officers of 9065-4476 Quebec Inc., 9058-0705 Quebec Inc., and 9061-9354 Quebec Inc. is included in the information regarding the directors and executive officers of CGI Group Inc.