-----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, OT+WQFIMoR1z8M7dtS9fZwXyW9EIGRlefpMzX+cc6f1K6tNsUtX1MjsKASuIkipn Q2S88V8j1Wb8ADAxIoMQXA== 0000950135-03-004526.txt : 20030819 0000950135-03-004526.hdr.sgml : 20030819 20030819163956 ACCESSION NUMBER: 0000950135-03-004526 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030815 FILED AS OF DATE: 20030819 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: 03856118 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 b47511gce6vk.txt GEAC COMPUTER CORPORATION LIMITED 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: August 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 August 15, 2003, Geac Computer Corporation Limited filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release issued on August 15, 2003 and 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 /s/ Craig C. Thorburn ------------------------------------- Craig C. Thorburn Senior Vice President, Mergers & Acquisitions, and Corporate Secretary Date: August 19, 2003 EXHIBIT INDEX
Number Title - ------ ----- 1 Press Release issued on August 15, 2003.
EX-99.1 3 b47511gcexv99w1.txt PRESS RELEASE ISSUED ON 8-15-03 Exhibit 1 Press Release issued on August 15, 2003.: * * * [GEAC LOGO] NEWS RELEASE GEAC COMPLETES ACQUISITION OF COMSHARE MARKHAM, ONTARIO - August 15, 2003 - Geac Computer Corporation Limited (TSX: GAC), a global enterprise software company for Business Performance Management, today announced the completion of its acquisition of Comshare, Incorporated (Nasdaq: CSRE). The acquisition was completed on August 14, 2003 by the merger of Conductor Acquisition Corp., an indirect wholly owned subsidiary of Geac, with and into Comshare in a "short form" merger in accordance with Michigan law. As a result of the merger, Comshare is now an indirect wholly owned subsidiary of Geac. The merger follows a cash tender offer for all outstanding shares of Comshare at a price of US$4.60 per share, which was completed upon the expiration of a subsequent offering period on August 13, 2003. As a result of the merger, each outstanding share of Comshare not owned by Geac or Conductor has been automatically converted into the right to receive US$4.60 per share in cash, without interest. Former Comshare shareholders who did not tender their shares in the tender offer will receive a Letter of Transmittal that will instruct them as to how to receive the US$4.60 per share payment. "We're pleased this merger has gone so smoothly," said Charles S. Jones, president and chief executive officer of Geac. "Clearly it is an opportunity to build shareholder value by positioning Geac in a potentially growth segment of the software industry. Planning, budgeting, forecasting and financial consolidation are key components of our overall Business Performance Management strategy. The successful completion of this conservatively priced acquisition marks another tangible milestone in Geac's growth strategy, but, more importantly, it extends our suite of high-performance applications creating significant value for our customers around the world." "Regulatory and compliance imperatives related to the Sarbanes-Oxley Act of 2002 and current and proposed Canadian securities laws require that CEOs and CFOs have greater visibility into their financial performance processes through effective planning, budgeting and forecasting of business metrics. These regulatory initiatives should be a key driver for growth for Geac through a combination of new license revenue and extended service and support contracts," said Timothy J. Wright, chief technology officer and chief information officer of Geac. "Businesses today demand auditable and accountable control over their core processes, including systems of internal control. We are focused on delivering that control to our global customers through solutions like our Geac Comshare MPC and Geac Extensity Expense Reports product suites. These high-value products for the first time provide the necessary visibility into financial operations, allowing CEOs and CFOs to be confident that their companies are meeting compliance mandates while increasing their overall business performance." Geac acquired control of Comshare for accounting purposes on August 6, 2003 and will consolidate the results of Comshare into its results from that date forward. Questions and requests for assistance concerning the offer may be directed to Georgeson Shareholder Securities Corporation, the dealer manager for the offer, at (800) 445-1790, or Georgeson Shareholder Communications Inc., the information agent for the offer, at (800) 286-9178. ABOUT GEAC Geac (TSX: GAC - News) 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 http://www.geac.com or through e-mail at info@geac.com. ABOUT COMSHARE Comshare, Incorporated (NASDAQ:CSRE) is a leading provider of software that helps companies implement and execute strategy. Comshare's corporate performance management application encompasses planning, budgeting, forecasting, financial consolidation, management reporting and analysis. For more information on Comshare, please call 1-800-922-7979, send email to info@comshare.com or visit Comshare's website at www.comshare.com. SAFE HARBOR STATEMENT Geac has filed with the Securities and Exchange Commission a tender offer statement on Schedule TO, and Comshare has filed with the Commission a solicitation/recommendation statement on Schedule 14D-9, with respect to the tender offer. Former Comshare shareholders are advised to read Geac's tender offer statement and Comshare's solicitation/recommendation statement, as amended, because they contain important information about Geac, Comshare, the tender offer and the merger. Former Comshare shareholders may obtain free copies of these statements from the Securities and Exchange Commission's website at www.sec.gov, or by contacting Geac Investor Relations at 905-475-0525 x3325 or investor@geac.com or Comshare Investor Relations at 734-994-4800 or bjarzynski@comshare.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 "Risks and Uncertainties" in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 contained in its Report of Foreign Issuer on Form 6-K, filed with the United States Securities and Exchange Commission on July 2, 2003, copies of which are available through the website maintained by the SEC at www.sec.gov, and in Geac's Management Discussion and Analysis for the fiscal year ended April 30, 2003 filed with the Canadian Securities Administrators on June 25, 2003 and available through the website maintained by the Canadian Depository for Securities Limited at www.sedar.com. FOR FURTHER INFORMATION Melody Firth Geac 905.475.0525 x 3325 melody.firth@geac.com
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