As filed with the Securities and Exchange Commission on July 18, 2003
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Tender Offer Statement Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934 and Rule 13e-4 Thereunder
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4F
Issuer Tender Offer Statement Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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THE DESCARTES SYSTEMS GROUP INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
ONTARIO, CANADA
(JURISDICTION OF ISSUER'S INCORPORATION OR ORGANIZATION)
THE DESCARTES SYSTEMS GROUP INC.
(NAME(S) OF PERSON(S) FILING STATEMENT)
5.50% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JUNE 30, 2005
(TITLE OF CLASS OF SECURITIES)
N/A
(CUSIP NUMBER OF CLASS OF SECURITIES (IF APPLICABLE)
THE DESCARTES SYSTEMS GROUP INC.
120 RANDALL DRIVE
WATERLOO, ONTARIO
CANADA N2V1C6
ATTN: COLLEY CLARKE
(519) 746-6114
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON(S) AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
JUNE 4, 2003
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITYHOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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US$42,750,000 (1) US$3,458.48 (1)
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(1) The fee has been calculated pursuant to the instructions for Schedule
13E-4F as prescribed by Section 13(e)(3) of the Securities Exchange Act
of 1934, as amended, based on the purchase of up to US$45,000,000
aggregate principal amount of 5.50% Convertible Unsecured Subordinated
Debentures of The Descartes Systems Group Inc. at the maximum aggregate
cash offer price of US$950 for each US$1,000 principal amount of such
Debentures.
[x] Check 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: US$3,458.48 Registration No.: 005-57063
Filing Party: The Descartes Systems Group Inc.
Form/Schedule: Schedule 13E-4F Date Filed: June 4, 2003
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This Amendment No. 1, the final amendment, amends and supplements the
Schedule 13E-4F (the "Schedule 13E-4F") filed with the Securities and Exchange
Commission on June 4, 2003 by The Descartes Systems Group Inc., a company
organized under the laws of Ontario, Canada (the "Issuer") in connection with
the offer by 3078393 Nova Scotia Company (the "Offeror"), a wholly-owned
subsidiary of the Issuer, to purchase up to US$45,000,000 5.50% Convertible
Unsecured Subordinated Debentures due June 30, 2005 of the Issuer at the maximum
aggregate cash offer price of US$950 for each US$1,000 principal amount of
Debentures, upon the terms and conditions set forth in the Tender Offer Circular
dated June 2, 2003 (the "Tender Offer Circular") and in the related Letter of
Transmittal (which, together constitute the "Offer"). Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the Tender
Offer Circular and the Schedule 13E-4F.
The Schedule 13E-4F is hereby amended and supplemented by adding the
following:
The Offer expired at 5:00 p.m., local place of deposit, on Friday, July 11,
2003. Pursuant to the Offer, the Offeror will acquire US$45,000,000 principal
amount of the Debentures.
Reference is hereby made to the press release issued by the Company on July
17, 2003, a copy of which is attached hereto as Exhibit 1.3 and is incorporated
herein by reference.
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
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PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
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The following exhibit has been filed as part of this Schedule:
1.3 Press release dated July 17, 2003.
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
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Item 1. Undertaking.
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The Issuer undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to this Schedule or to transactions in said securities.
The Issuer undertakes to disclose in the United States, on the same basis
as it is required to make such disclosure pursuant to applicable Canadian
federal and/or provincial or territorial laws, regulations or policies, or
otherwise discloses, information regarding purchases of the Issuer's securities
in connection with the cash tender or exchange offer covered by this Schedule.
Such information shall be set forth in amendments to this Schedule.
Item 2. Consent to Service of Process.
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Concurrently with the initial filing of this Schedule on June 4, 2003, the
Issuer filed with the Commission a written irrevocable consent and power of
attorney on Form F-X.
SIGNATURES
The Descartes Systems Group Inc. consents without power of revocation that
any administrative subpoena may be served, or any administrative proceeding,
civil suit or civil action where the cause of action arises out of or relates to
or concerns any offering made or purported to be made in connection with the
filing on Schedule 13E-4F or any purchases or sales of any securities in
connection therewith, may be commenced against it in any administrative tribunal
or in any appropriate court in any place subject to the jurisdiction of any
state or of the United States by service of said subpoena or process upon the
registrant's designated agent.
After due 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.
THE DESCARTES SYSTEMS GROUP INC.
By: /s/ Colley Clarke
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Name: Colley Clarke
Title: Executive Vice-President,
Finance and Chief Financial
Officer
Dated: July 18, 2003
EXHIBIT INDEX
Exhibit
Number Description
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1.1* Form 40-F (previously filed with the U.S. Securities and
Exchange Commission on July 17, 2002 and incorporated
herein by reference).
1.2* Securities Act (Quebec) Report Under Section 189.1.3.
1.3 Press Release dated July 17, 2003.
* Previously filed with the Commission.