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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 2004
THE DESCARTES SYSTEMS GROUP INC.
(Translation of registrant's name into English)
120 Randall Drive
Waterloo, Ontario
Canada N2V 1C6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover 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-__________.]
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The Notice of Annual Meeting and Management Information Circular relating
to the Annual Meeting of Shareholders to be held on June 28, 2004 is filed
herewith as Exhibit I.
The Form of Proxy relating to the Annual Meeting of Shareholders to be held
on June 28, 2004 is filed herewith as Exhibit II.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended January 31, 2004 is filed herewith as
Exhibit III.
The Audited Consolidated Financial Statements and notes thereto for the
fiscal year ended January 31, 2004, 2003 and 2002, together with the report of
the auditors therein, are filed herewith as Exhibit IV.
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.
THE DESCARTES SYSTEMS GROUP INC.
(Registrant)
Date: June 7, 2004 By: /s/ J. Scott Pagan
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Name: J. Scott Pagan
Title: General Counsel & Corporate
Secretary
EXHIBITS
Exhibit No. Description
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I Notice of Annual Meeting and Management Information Circular
relating to the Annual Meeting of Shareholders to be held on
June 28, 2004
II Form of Proxy relating to the Annual Meeting of Shareholders
to be held on June 28, 2004
III Management's Discussion and Analysis of Financial Condition
and Results of Operations for the fiscal year ended January
31, 2004
IV Audited Consolidated Financial Statements and notes thereto
for the fiscal year ended January 31, 2004, 2003 and 2002,
together with the report of the auditors therein