6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2015

Commission File Number:  000-29970

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 [ ]Form 40-F [x]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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-_______________.

The Registrant is furnishing the attached Exhibits 99.1, 99.2 and 99.3 related to a change in its auditors.

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/ Michael Verhoeve
Name:	Michael Verhoeve
Title:	General Counsel

Date:  April 24, 2015

EXHIBITS

Exhibit No.	Description
99.1	Letter from KPMG regarding Notice of Change of Auditor
99.2	Letter from Deloitte regarding Notice of Change of Auditor
99.3	Notice of Change of Auditor

EX-99.1

 

KPMG LLP	Telephone	(416) 228-7000
Yonge Corporate Centre	Telefax	(416) 228-7123
4100 Yonge Street, Suite 200	Internet	www.kpmg.ca
Toronto ON M2P 2H3 Canada

The Manitoba Securities Commission

Alberta Securities Commission

Autorité des marchés financiers

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan, Securities Division

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Government of Newfoundland and Labrador

Ontario Securities Commission

Dear Sirs:

Re: Notice of Change of Auditor of The Descartes Systems Group Inc.

Pursuant to National Instrument 51-102 (Part 4.11), we have read the Notice of Change of Auditor of The Descartes Systems Group Inc. dated April 17, 2015 and confirm our agreement with the information contained in the Notice pertaining to our firm.

Yours very truly,

Chartered Professional Accountants, Licensed Public Accountants

April 17, 2015

Toronto, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.

KPMG Confidential

EX-99.2

      
Deloitte LLP 4210 King Street East Kitchener ON N2P 2G5 Canada   Tel: 519-650-7600 Fax: 519-650-7601 www.deloitte.ca

April 17, 2015

To

Alberta Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Office of the Superintendent of Securities, Service Newfoundland and Labrador

Nova Scotia Securities Commission

Ontario Securities Commission

Office of the Superintendent of Securities (Prince Edward Island)

Autorite des marches financiers (Québec)

Financial and Consumer Affairs Authority of Saskatchewan

Board of Directors of The Descartes Systems Group Inc.

KPMG LLP

Dear Sirs/Mesdames:

As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of The Descartes Systems Group Inc. dated April 17, 2015 (the "Notice") and, based on our knowledge of such information at this time, we confirm that we agree with the statements (1), (2), (5) and (6) contained therein, and have no basis to agree or disagree with the statements (3) and (4) contained therein.

Yours very truly,

Chartered Professional Accountants, Chartered Accountants

Licensed Public Accountants

EX-99.3

NOTICE OF CHANGE OF AUDITOR

FROM:	The Descartes Systems Group Inc. (the “Corporation”)
TO:	Alberta Securities Commission
	British Columbia Securities Commission
	The Manitoba Securities Commission
	Financial and Consumer Services Commission (New Brunswick)
	Office of the Superintendent of Securities, Service Newfoundland and Labrador
	Nova Scotia Securities Commission
	Ontario Securities Commission
	Office of the Superintendent of Securities (Prince Edward Island)
	Autorité des marchés financiers (Québec)
	Financial and Consumer Affairs Authority of Saskatchewan
	Deloitte LLP
	KPMG LLP
The Corporation hereby gives notice pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) as follows:
1.	On April 16, 2015 (the “Termination Date”), the Corporation, following consideration of responses to its request for proposals related to services as auditor of the Corporation, determined not to propose Deloitte LLP (the “Predecessor Auditor”) for reappointment as the auditor of the Corporation on the expiry of its term of office at the Annual Meeting of Shareholders of the Corporation (or any adjournment thereof) scheduled to be held on May 28, 2015 (the “Meeting”).
2.	Deloitte LLP has tendered its resignation on April 16, 2015 as auditor of the Corporation at the request of the Corporation.
3.	On the Termination Date, the Corporation also determined to engage KPMG LLP (the “Successor Auditor”) to fill the vacancy of the Predecessor Auditor and to hold such office until the Meeting, at which time the Successor Auditor will be proposed for appointment as auditor of the Corporation.
4.	The termination of the Predecessor Auditor and the appointment of the Successor Auditor were each considered and approved by the Board of Directors of the Corporation.
5.	The auditor’s reports prepared by the Predecessor Auditor in respect of the Corporation’s financial statements for the period commencing at the beginning of the Corporation’s two most recently completed financial years and ending on the Termination Date did not express a modified opinion.

- 2 -

6.          There have been no “reportable events” (as that term is defined in NI 51-102) between the Company and the Predecessor Auditor.

DATED at Waterloo, Ontario this 17th day of April, 2015.

THE DESCARTES SYSTEMS GROUP INC.
By:	/s/ Michael Verhoeve
Name:	Michael Verhoeve
Title:	General Counsel and Corporate Secretary