-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4uIU0/HDlJJO+xFnVIPGLjgy+T8iKZcciDqbjEzxL2grFh4/AUiPF7ZvCCw3Jg6 SNgumZNwbxI81nDcqYqB/A== 0000950135-03-003946.txt : 20030723 0000950135-03-003946.hdr.sgml : 20030723 20030723165449 ACCESSION NUMBER: 0000950135-03-003946 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20030723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEAC COMPUTER CORP LTD CENTRAL INDEX KEY: 0001145047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-103019 FILM NUMBER: 03798780 BUSINESS ADDRESS: STREET 1: 11 ALLSTATE PARKWAY STREET 2: SUITE 300 CITY: MARKHAM ONTARIO CANADA L3R 9T8 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9059403704 6-K 1 b47286gce6vk.txt GEAC COMPUTER CORPORATION FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of: July 2003 --------- Commission File Number: 333-103019 ---------- Geac Computer Corporation Limited ------------------------------------------------- (Translation of registrant's name into English) 11 Allstate Parkway, Suite 300, Markham, Ontario L3R9T8 Canada ---------------------------------------------------------------- (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....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): ____ 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 by furnishing the information contained in this Form, the registrant 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- ________ On July 23, 2003, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com its Material Change Report dated as of July 18, 2003. The Material Change Report and the press release related thereto are attached as Exhibit 1 to this Report of Foreign Private Issuer on Form 6-K. 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. GEAC COMPUTER CORPORATION LIMITED By: /s/ Craig C. Thorburn ---------------------------------------------- Craig C. Thorburn Senior Vice President, Mergers & Acquisitions, and Corporate Secretary Date: July 23, 2003 EXHIBIT INDEX Number Title - ------ ----- 1 Material Change Report dated as of July 18, 2003, including related press release EX-99.1 3 b47286gcexv99w1.txt GEAC COMPUTER EXHIBIT 1 Exhibit 1 Material Change Report dated as of July 18, 2003, including related press release: * * * GEAC COMPUTER CORPORATION LIMITED MATERIAL CHANGE REPORT ITEM 1: REPORTING ISSUER Geac Computer Corporation Limited Suite 300, Markham Corporate Campus 11 Allstate Parkway Markham, Ontario L3R 9T8 ITEM 2: DATE OF MATERIAL CHANGE July 18, 2003. ITEM 3: PRESS RELEASE A press release was issued by Geac Computer Corporation Limited ("Geac") at Toronto on July 18, 2003 and is attached as Appendix "A" hereto. ITEM 4: SUMMARY OF MATERIAL CHANGE On July 18, 2003, Geac announced that Charles S. Jones, who had been Executive Chairman of the Board of Directors since December of 2000, has been appointed President and Chief Executive Officer of the company, effective immediately. Paul D. Birch has resigned from the role of President and Chief Executive Officer, as well as from the Board. C. Kent Jespersen, a member of the Geac Board of Directors since 2001, will become non-executive Chairman of the Board, effective immediately. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On July 18, 2003, Geac announced that Charles S. Jones, who had been Executive Chairman of the Board of Directors since December of 2000, has been appointed President and Chief Executive Officer of the company, effective immediately. Paul D. Birch has resigned from the role of President and Chief Executive Officer, as well as from the Board, to pursue buyout opportunities in the software industry. During the next thirty days, Mr. Birch will work with Mr. Jones, the Board and the management team to ensure an orderly transition process. C. Kent Jespersen, a member of the Geac Board of Directors since 2001, will become non-executive Chairman of the Board, effective immediately, assuming Mr. Jones' prior responsibilities for corporate governance. Mr. Jespersen brings more than 20 years of executive leadership and international operations experience to his new position as Chairman of the Board and has extensive corporate governance experience in the Canadian technology and energy sectors. ITEM 6: RELIANCE ON SECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS Not applicable. ITEM 7: OMITTED INFORMATION Not applicable. ITEM 8: SENIOR OFFICERS For further information, please contact Craig C. Thorburn, Senior Vice President, Mergers & Acquisitions, and Corporate Secretary at the above-noted address or at 416.863.2965. ITEM 9: STATEMENT OF SENIOR OFFICER The foregoing, together with attachments, accurately discloses the material change referred to herein. DATED at Toronto, Ontario as of the 18th day of July, 2003. GEAC COMPUTER CORPORATION LIMITED By: (signed) Craig C. Thorburn -------------------------------------------- Name: Craig C. Thorburn Title: Senior Vice President, Mergers & Acquisitions, and Corporate Secretary APPENDIX "A" GEAC NEWS RELEASE - -------------------------------------------------------------------------------- EXECUTIVE CHAIRMAN OF GEAC, CHARLES JONES, ASSUMES POST OF PRESIDENT AND CEO MARKHAM, ONTARIO - JULY 18, 2003 - Geac Computer Corporation Limited (TSX: GAC), a global enterprise software company for business performance management, today announced that Charles S. Jones, who has been Executive Chairman of the Board of Directors since December of 2000, has been appointed President and Chief Executive Officer of the company, effective immediately. Paul D. Birch has resigned from the role of President and Chief Executive Officer, as well as from the Board, to pursue buyout opportunities in the software industry. During the next thirty days Mr. Birch will work with Mr. Jones, the Board, and the management team to ensure an orderly transition process. "On behalf of the entire Board, we are delighted that Charles has agreed to take on this expanded new role. He has played a significant part in guiding management and the Board as Geac returned to profitability, and he has been instrumental in directing Geac's change process by spearheading key acquisitions and by recruiting top-tier industry veterans to lead vital segments within Geac's business," said Board member C. Kent Jespersen. "We wish Paul continued success in his future endeavors." Mr. Jespersen, a member of the Geac Board of Directors since 2001, will become non-executive Chairman of the Board, effective immediately, assuming Mr. Jones' prior responsibilities for corporate governance. Mr. Jespersen brings more than 20 years of executive leadership and international operations experience to his new position as Chairman of the Board and has extensive corporate governance experience in the Canadian technology and energy sectors. He serves as Chairman, CCR Technologies Ltd. in Calgary, Alberta; Director, Telesystem International Wireless, Inc. in Montreal, Quebec; Director, Axia Netmedia in Calgary, Alberta; and Director, Matrikon, Inc. in Edmonton, Alberta. Mr. Jespersen is also a Past Chairman of the C.D. Howe Institute in Toronto, Ontario, and of the Institute of the Americas in La Jolla, California. Commenting on his new responsibilities, Mr. Jones stated, "Geac's strategy is unchanged. We will continue to build upon the company's core suite of integrated financial management applications, with new, value-added products that enable customers to improve their short- and long-term business performance. The Board and management team together have designed and executed on this long-term vision for success over the past year and will continue in this critical direction after Paul's departure. It has been a true pleasure, both personally and professionally, working with Paul during our time at Geac. He has been a friend for more than ten years, and I wish him the very best in his new endeavors in the software industry." Said Mr. Birch, "Charles and I have worked closely over the past few years to design and execute a successful growth strategy at Geac. It has been an honor to be a part of an exceptional management team and Board. I know that I am leaving Geac in very good hands." ABOUT GEAC Geac Computer Corporation Limited is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Further information is available at www.geac.com, or through e-mail at info@geac.com. # # # This press release may contain forward-looking statements based on current expectations. Important factors that could cause a material difference between these forward-looking statements and actual events include those set forth under the heading "Risk Factors" in Geac's Registration Statement on Form F-4 filed with the United States Securities and Exchange Commission, copies of which are available through the website maintained by the Commission at www.sec.gov and through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com. FOR MORE INFORMATION, PLEASE CONTACT: Sarah Borg-Olivier Mark Sherwin Investor Relations Media Relations (416) 367-5000 (416) 966-7560 ext. 423 sborg-olivier@barnesir.com marks@corpworldgroup.com Melody Firth Investor Relations, Geac (905) 475.0525 Ext. 3325 melody.firth@geac.com -----END PRIVACY-ENHANCED MESSAGE-----