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 June 2002. CGI Group Inc. (Translation of Registrant's Name Into English) 1130 Sherbrooke Street West 5th Floor Montreal, Quebec 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 |X| (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| (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 June 26, 2002. 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 and 333-74932. PRESS RELEASE FOR IMMEDIATE PUBLICATION CGI announces executive change Reiterates guidance Montreal, Quebec, June 26, 2002 -CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) today announced that Satish Sanan will retire as vice chairman, US business engineering, effective today. Daniel Rocheleau, executive vice president and chief business engineering officer, who had responsibility for successfully managing the development of large outsourcing opportunities in Canada and Europe, will resume global responsibility for all of CGI's business engineering activities, including US, as an increasing proportion of these transactions are global in nature. Daniel will also direct a strong business engineering team in the US, which has been enhanced over the past year in order to meet the growing interest for outsourced IT and business process services. Serge Godin, chairman and CEO said: "We appreciate Satish's commitment over the last year in managing our integration with IMRglobal. In addition to overseeing the transition of operations, Satish has played a key role in strengthening a team of highly talented people focused on developing large IT outsourcing opportunities in the US. We remain as excited as ever about the pipeline of opportunities that our members are pursuing, and we are comfortable with the financial guidance that we provided in April." About CGI Founded in 1976, CGI is the fourth largest independent information technology services firm in North America, based on its headcount of 13,700 professionals. CGI's annualized revenue run-rate totals CDN$2.1 billion (US$1.3 billion). CGI's order backlog currently totals CDN$10.7 billion (US$6.7 billion). CGI provides end-to-end IT services and business solutions to more than 3,000 clients worldwide from more than 60 offices. CGI's shares are listed on the TSX (GIB.A) and the NYSE (GIB). They are included in the TSX 100 Composite Index as well as the S&P/TSX Canadian Information Technology and Canadian 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 the Private Securities Litigation Reform Act of 1995. These statements represent CGI Group Inc.'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. These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments; the ability to attract and retain qualified employees; 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 Group Inc.'s Annual Report or Form 40-F filed with the SEC, the 2 Company's Annual Information Form filed with the Canadian securities. CGI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -30- For more information: CGI: Investor relations Julie Creed Vice-president, investor relations (312) 201-4803 Ronald White Director, investor relations (514) 841-3230 Media relations Eileen Murphy Director, media relations (514) 841-3430 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: June 26, 2002 By /s/ Paule Dore Name: Paule Dore Title: Executive Vice President and Chief Corporate Officer and Secretary