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 July 2014
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 offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
o Form 20-F x Form 40-F
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): o
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): o
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, so 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.
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.
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THE DESCARTES SYSTEMS GROUP INC. | |
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(Registrant) | |
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Date: July 2, 2014 |
By: |
/s/ J. Scott Pagan |
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J. Scott Pagan |
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President and Chief Operating Officer |
Exhibit 99.1
Descartes Announces Closing of Public Offering and Full Exercise of Over-Allotment Option by Underwriters
WATERLOO, Ontario, July 2, 2014 (GLOBE NEWSWIRE) — Descartes Systems Group (“Descartes”) (TSX:DSG) (Nasdaq:DSGX), a global leader in uniting logistics-intensive businesses in commerce, today announced that it has completed its previously announced offering of Common Shares in the United States and Canada at a price of $13.50 per Common Share. The total offering of 10,925,000 Common Shares included the exercise in full by the underwriters of the 15% over-allotment option to purchase an additional 1,425,000 Common Shares on the same terms and conditions, resulting in additional gross proceeds of US$19,237,500, for aggregate gross proceeds to Descartes of US$147,487,500. The offering was made through an underwriting group co-led by Morgan Stanley, Barclays and GMP Securities L.P., who acted as joint book-running managers of the offering and as representatives of the underwriters, which included Canaccord Genuity Inc., Raymond James Ltd., TD Securities Inc. and William Blair.
Descartes intends to use the net proceeds of the offering for general corporate purposes, including as an available source of funding for potential future acquisition opportunities, as well as for possible repayment of outstanding indebtedness under its revolving debt facility.
Copies of the shelf registration statement and final prospectus supplement and/or short form base shelf prospectus and final prospectus supplement, in each case relating to the offering, may be obtained by visiting the SEC’s website at www.sec.gov, on SEDAR at www.sedar.com or from: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department; Barclays Capital Inc., Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847, or by email at Barclaysprospectus@broadridge.com; or GMP Securities L.P., 145 King Street West, Suite 300, Toronto ON M5H 1J8, or by email at ecm@gmpsecurities.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Descartes
Descartes is a global leader in uniting logistics-intensive businesses. Descartes has over 173,000 parties using its cloud-based services. Customers use our modular, software-as-a-service solutions to route, schedule, track and measure delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multi-modal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking information within the meaning of applicable securities laws (“forward-looking statements”) including statements regarding the proposed use of proceeds. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, market conditions, regulatory approvals
and the factors and assumptions discussed in the sections entitled “Risk Factors” in the short form base shelf prospectus and the prospectus supplement, as well as the section entitled, “Certain Factors That May Affect Future Results” in documents filed with the SEC, the Ontario Securities Commission and other securities regulatory authorities across Canada, including Descartes’ interim management’s discussion and analysis for the three months ended April 30, 2014. If any such risks actually occur, they could materially adversely affect our business, financial condition or results of operations. In that case, the trading price of our common shares could decline, perhaps materially. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
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CONTACT: |
Descartes Investor Contact |
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Laurie McCauley |
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(519) 746-6114 x202358 |
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investor@descartes.com |