4 1 pgform43.txt PGFORM43.TXT ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response ....... 0.5 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) ================================================================================ 1. Name and Address of Reporting Person* CGI Group Inc. -------------------------------------------------------------------------------- (Last) (First) (Middle) 1130 Sherbrooke Street West -------------------------------------------------------------------------------- (Street) Montreal Quebec, Canada H3A 2M8 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol IMRglobal Corp. (IMRS) ================================================================================ 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ================================================================================ 4. Statement for Month/Year July/2001 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ X ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) -------------------------------------------------------------------- ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [ X ] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED ================================================================================

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly * If the form is filed by more than one reporting person, see Instruction 4(b)(v). FORM 4 (continued) 1/2000 Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: See Exhibit A CGI Group Inc. By: /s/ Paule Dore July 27, 2001 --------------------------------------------- ----------------------- Paule Dore, Executive vice president and Date chief corporate officer and secretary ** Signature of Reporting Person ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. EXHIBIT A EXPLANATION OF RESPONSES: On July 27, 2001, the merger (the "Merger") of CGI Florida Corporation ("Merger Sub"), a wholly-owned subsidiary of CGI Group Inc. ("CGI"), with and into IMRglobal Corp. (the "Issuer"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of February 21, 2001, by and among CGI, Merger Sub and Issuer, was completed. As a result of the Merger, CGI has become the direct beneficial owner of 100% of the outstanding stock of the Issuer. CGI is no longer subject to reporting requirements under Section 16 of the Exchange Act with respect to the Issuer, because the Issuer's securities are no longer registered under Section 12 of the Exchange Act.

IMRGLOBAL CORP 4