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FORM 6-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of May, 2005
THE DESCARTES SYSTEMS GROUP INC.
(Translation of registrant's name into English)
120 Randall Drive
Waterloo, Ontario
Canada N2V 1C6
(Address of principal executive office)
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 [X] Form 40-F [_]
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 and Special Meeting and Management Information
Circular relating to the Annual and Special Meeting of Shareholders to be held
on May 18, 2005 is filed herewith as Exhibit I.
The Form of Proxy relating to the Annual and Special Meeting of
Shareholders to be held on May 18, 2005 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, 2005 is filed herewith as
Exhibit III.
The Audited Consolidated Financial Statements and notes thereto for the
fiscal years ended January 31, 2005, 2004 and 2003, together with the report of
the auditors therein, are filed herewith as Exhibit IV.
The attached press release was issued by the Company on May 3, 2005,
and is filed herewith as Exhibit V.
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)
By: /s/ J. Scott Pagan
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Name: J. Scott Pagan
Title: General Counsel and Corporate Secretary
Date: May 4, 2005
EXHIBITS
Exhibit No. Description
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I Notice of Annual and Special Meeting and Management Information
Circular relating to the Annual and Special Meeting of
Shareholders to be held on May 18, 2005
II Form of Proxy relating to the Annual and Special Meeting of
Shareholders to be held on May 18, 2005
III Management's Discussion and Analysis of Financial Condition and
Results of Operations for the fiscal year ended January 31, 2005
IV Audited Consolidated Financial Statements and notes thereto for
the fiscal years ended January 31, 2005, 2004 and 2003, together
with the report of the auditors therein
V Press Release dated May 3, 2005.