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: August 2005

Commission File Number: 0-50568

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  o   Form 40-F  ý

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, 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  o   No  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-         

On August 23, 2005, Geac Computer Corporation Limited (the “Company”) filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release issued on August 23, 2005 pertaining to the correction of certain inaccuracies with respect to the stated occupation of one of the director nominees initially proposed by a dissident shareholder for election at the Company’s annual meeting of shareholders, scheduled to occur on Tuesday, September 13, 2005.  A copy of this press release is attached as Exhibit 99.1 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/ Jonathan D. Salon
	Jonathan D. Salon
	Vice President and
	Deputy General Counsel

Date: August 24, 2005

2

EXHIBIT INDEX

Number	Title
99.1	Press Release issued on August 23, 2005

3

EX-99.1

Exhibit 99.1

GEAC COMMENTS ON CRESCENDO’S CHANGE OF DIRECTOR NOMINEE

MARKHAM, ONTARIO and SOUTHBOROUGH, MA, August 23, 2005 – Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today provided information that corrects the misstatements that the general partner of New York activist hedge fund Crescendo Partners put forth in its press release issued today and in its proxy circular filed August 19, 2005 in which it nominated two dissident directors to Geac’s Board, Mr. Eric Rosenfeld and Mr. Gerry Smith, to replace two of Geac’s eight existing directors, Mr. Michael D. Marvin and Mr. Robert L. Sillcox.  The Crescendo Partners press release issued earlier today states that Mr. Smith will not run as a dissident director nominee “Due to a conflict of which he was not previously aware…” and its circular of August 19, 2005, states that Mr. Smith has served as a Venture Partner of Updata Capital, a technology focused private equity firm, since February 2005.  Mr. John F. Burton, Managing General Partner of Updata, has informed the Geac Board that Mr. Smith has never had a formal relationship with Updata Capital, Updata Partners or any of its affiliates.

On Monday, August 22, 2005, Geac’s Board of Directors announced that it unanimously opposes the election of two dissident director nominees proposed by Crescendo Investments II, LLC, the general partner of Crescendo Partners, because it believes their election would not be in the best interest of other Geac shareholders.

C. Kent Jespersen, Non-Executive Chairman of Geac, said on behalf of the Board, “The misrepresentation that Crescendo and Eric Rosenfeld have made regarding Mr. Smith’s affiliation with Updata is undeniable proof of the need for corporate governance and nominating committee processes for evaluating potential director nominees.  Furthermore, Crescendo’s attempt to gloss it over by declaring that Mr. Smith had a conflict of which he was not previously aware provides further evidence of Mr. Rosenfeld’s irresponsible approach.  Our shareholders have the absolute right to be represented by the best available directors, and it is our duty to meet and thoroughly evaluate all director candidates.  We thank Updata for bringing this inaccuracy to our attention.”

John F. Burton, Managing General Partner of Updata, said, “Geac shareholders should understand that Mr. Gerry Smith is not involved in an official capacity with the Updata firm and

neither Updata Capital, Updata Partners nor any of its affiliates supports, or is part of any effort to interfere or become involved in the Board of Directors matters of Geac.”

Continued Burton, “I have been involved with Geac Board member and current company director nominee Mike Marvin as a fellow Board member for over five years at MapInfo, a public NASDAQ firm, and in an advisory capacity to Vicarious Vision, at which Mike served on the Board.  In both associations I found Mike to be an excellent Board member, fully proficient in all financial, governance and operating matters.  Additionally, I found Mike to be astutely aware of properly building shareholder value”

Geac urges shareholders to reelect the Company’s eight Board nominees by completing and returning the white proxy card.  For assistance in voting, shareholders can call Geac’s proxy solicitors, Georgeson Shareholder Communications, toll-free at 1-866-765-7561.

Further details are provided in Geac’s 2005 management proxy circular sent to shareholders, which is also available in the Investor’s section of the company’s website.

About Geac

Geac is a leading global provider of software and services for businesses and governmental bodies providing customers with financial and operational technology solutions to optimize their financial value chain.  Further information is available at http://www.geac.com or through email at info@geac.com.

Geac trades on the Toronto Stock Exchange under the symbol “GAC” and on the NASDAQ National Market under the symbol “GEAC”.

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For more information, please contact:

Denise DesChenes or Dan Gagnier of Citigate Sard Verbinnen at 212-687-8080