SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

STANLEY, INC.

(Name of Subject Company (Issuer))

CGI FAIRFAX CORPORATION
CGI FEDERAL INC.
CGI GROUP INC.

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)

854532108
(CUSIP Number of Class of Securities)

Claude Séguin
CGI Group Inc.
1130 Sherbrooke Street West, 7th Floor
Montréal, Québec
Canada H3A 2M8
(514) 841-3200 George Schindler
CGI Federal Inc.
11325 Random Hills Road
Fairfax, Virginia 22033
(703) 267-8101 Joseph C. Figini, Esq.
CGI Fairfax Corporation
11325 Random Hills Road
Fairfax, Virginia 22033
(703) 267-8101

(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

Copies to:

Robert J. Grammig, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
(813) 227-8500 Robert Paré, Esq.
Fasken Martineau DuMoulin S.E.N.C.R.L., s.r.l.
The Stock Exchange Tower
P.O. Box 242, Suite 3700
Montréal, Québec H4Z 1E9
(514) 397-7517 Benoit Dubé, Esq.
CGI Group Inc.
1130 Sherbrooke Street West, 7th Floor
Montréal, Québec
Canada H3A 2M8
(514) 841-3200

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
N/A	N/A

o  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

þ  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  Third-party tender offer subject to Rule 14d-1.

o  Issuer tender offer subject to Rule 13e-4.

o  Going-private transaction subject to Rule 13e-3.

o  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

     The following is submitted herewith:

Exhibit	Exhibit Name
(a)(5)(A)	CGI Group Inc. microsite landing page for Stanley, Inc. employees.

2 

EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

Stanley employees

This week, teams from CGI and Stanley kicked off transition planning activities that will take place over the next few months. The CGI-Stanley transition team will be led by Jim Brabston, COO of Stanley, and Donna Ryan, SVP of CGI Federal, supported by Jo-An Skowronek of CGI and Greg Denkler of Stanley. The transition team is made up of joint working groups. These working groups will review all aspects of the business — e.g., HR, Finance, systems, etc. — and will focus on understanding CGI’s and Stanley’s approaches, capabilities, tools, and processes. Out of this initiative will come a detailed project plan of activities to be implemented upon closing—when we will be one company.

The next big milestone on the acquisition timeline will be an announcement signaling the launch of the tender offer for Stanley stock. We expect this announcement to occur in the next week to 10 days.

Our communications and HR teams are working to provide additional FAQs, as well as information regarding CGI’s published policies on tenure, 401K, education reimbursement and other benefits. Please stay tuned.

We understand you have many questions about the acquisition. Our philosophy is to be as transparent as possible while keeping within our obligation as a public company to operate as a separate, independent entity during the closing process. We will address your questions and keep you updated on acquisition details via this microsite. Until the closing, we will update our frequently-asked questions (FAQ) section. Please visit this site often for updated information.

Additional Information

The tender offer described in this communication has not yet commenced and this communication is neither an offer to purchase nor the solicitation of an offer to sell any securities. At the time the tender offer for the shares of Stanley, Inc. (“Stanley”) has commenced, CGI Group Inc. (“CGI”), CGI Federal Inc., a wholly owned subsidiary of CGI (“CGI Federal”), and CGI Fairfax Corporation, a wholly owned subsidiary of CGI Federal, will file a joint tender offer statement on Schedule TO and Stanley will file a tender offer solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”). Investors and security holders are urged to read the tender offer materials and the Solicitation/Recommendation Statement as well as any other relevant documents filed with the SEC when they become available, because they will contain important information. Such materials, when prepared and ready for release, will be made available to Stanley’s stockholders at no expense to them. In addition, at such time Stanley stockholders will be able to obtain these documents for free from the U.S. Securities and Exchange Commission’s website at www.sec.gov.