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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 DECEMBER 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]
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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]
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[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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Exhibit Index on Page 4
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The attached PRESS RELEASE was issued by the Company on November 30,
2004, and is filed herewithin as Exhibit I.
The attached PRESS RELEASE was issued by the Company on December 1,
2004, and is filed herewithin as Exhibit II.
The attached MATERIAL CHANGE REPORT was issued by the Company on
December 6, 2004, and is filed herewithin as Exhibit III.
The SHAREHOLDER RIGHTS PLAN AGREEMENT, dated as of November 29,
2004, by and between The Descartes Systems Group Inc. and Computershare Trust
Company of Canada is incorporated herein by reference to Exhibit 1 on the Form
8-A, filed by the Company on November 30, 2004 as file number 000-29970.
The attached PRESS RELEASE was issued by the Company on December 7,
2004, and is filed herewithin as Exhibit V.
Exhibit Index on Page 4
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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: December 7, 2004 By: /s/ J. Scott Pagan
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Name: J. Scott Pagan
Title: General Counsel and Corporate
Secretary
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EXHIBITS
Exhibit No. Description
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I Press Release dated November 30, 2004.
II Press Release dated December 1, 2004.
III Material Change Report, dated December 6, 2004.
IV Shareholder Rights Plan Agreement, dated as of November
29, 2004, by and between The Descartes Systems Group
Inc. and Computershare Trust Company of Canada
(incorporated herein by reference to Exhibit 1 to the
Form 8-A, filed by the Company on November 30, 2004 as
file number 000-29970).
V Press Release dated December 7, 2004.
Exhibit Index on Page 4
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