-----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, JZtU8sdGB8P1JAaY14WI8uqsaZUDYBD76DKuTszSXEzV1Kekae9XjC8+rwYfhSDo fHUr0djl47kYYrKm4xreEw== 0001104659-06-001397.txt : 20060110 0001104659-06-001397.hdr.sgml : 20060110 20060110103303 ACCESSION NUMBER: 0001104659-06-001397 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060109 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 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: 000-50568 FILM NUMBER: 06521094 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 a06-1458_16k.htm CURRENT REPORT OF FOREIGN ISSUER

 

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: January 2006

 

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  oNo  ý

 

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

 

 



 

On January 9, 2006, Geac Computer Corporation Limited (“Geac”) filed on the SEDAR website maintained by the Canadian Depository for Securities Limited at www.sedar.com a press release, issued on January 9, 2006, announcing that Institutional Shareholder Services (ISS) Canada, Canada’s leading independent proxy advisory firm, published a comprehensive report in support of the proposed acquisition of Geac by Golden Gate Capital.  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: January 10, 2006

 

2



 

EXHIBIT INDEX

 

Number

 

Title

 

 

 

99.1

 

Press Release issued on January 9, 2006

 

3


EX-99.1 2 a06-1458_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

ISS CANADA SUPPORTS ACQUISITION OF GEAC

BY GOLDEN GATE CAPITAL

 

MARKHAM, ONTARIO and WALTHAM, MA, January 9, 2006 – Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today announced that Institutional Shareholder Services (ISS) Canada, Canada’s leading independent proxy advisory firm, published a comprehensive report in support of the proposed acquisition of Geac by Golden Gate Capital.

 

ISS is widely recognized as the leading independent proxy voting and corporate governance advisory firm in both Canada and the United States.  Its analyses and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries throughout North America.

 

Charles S. Jones, President and Chief Executive Officer of Geac, said, “We are very pleased that based on a thorough review, the broadly recognized and respected authority, ISS Canada, recommends its clients vote in favor of the transaction.  Their acknowledgment of both our exhaustive strategic alternatives review and the integrity of the sale process underscores their support.  With a healthy premium of 26.6 percent to the pre-announcement price of the stock (21.8 percent on 30-day volume weighted average price), we believe that this acquisition represents the best outcome for our shareholders, our customers and our employees.”

 

Geac’s Board of Directors has unanimously determined that the Arrangement is fair to and in the best interest of Geac shareholders.  Accordingly, the Board has approved the transaction and recommends that Geac Shareholders vote in favor of the acquisition at a Special Meeting of Shareholders, which will be held on Thursday, January 19, 2006, at 10:00 a.m. (EST) at the Design Exchange, Trading Floor, 234 Bay Street, Toronto-Dominion Centre, Toronto, Ontario.

 

Shareholders can vote by phone, internet or mail, and instructions can be found in the Management Information Circular dated December 9, 2005 sent to shareholders and available on the Geac website at www.geac.com.  If shareholders have questions about voting, they can contact Geac’s proxy solicitor, Georgeson Shareholder Communications, toll-free at (866) 765-7561.  Proxies must be received no later than 10:00 a.m. (EST) on January 17, 2006.

 

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.

 

This press release contains forward-looking statements of Geac’s intentions, beliefs, expectations and predictions for the future.  These forward-looking statements often include use of the future tense with words such as “will,” “may,” “intends,” “anticipates,” “expects” and similar conditional or forward-looking words and phrases.  These forward-looking statements are neither

 



 

promises nor guarantees.  They are only predictions that are subject to risks and uncertainties, and they may differ materially from actual future events or results.  Geac disclaims any obligation to update any such forward-looking statements after the date of this release.  Among the risks and uncertainties that could cause a material difference between these forward-looking statements and actual events include, among other things: our ability to increase revenues from license sales, cross-sell into our existing customer base and reduce customer attrition; whether we can identify and acquire synergistic businesses and, if so, whether we can successfully integrate them into our existing operations; whether we are able to deliver products and services within required time frames and budgets to meet increasingly competitive customer demands and performance guarantees; risks inherent in fluctuating international currency exchange rates in light of our global operations and the unpredictable effect of geopolitical world and local events; whether we are successful in our continued efforts to manage expenses effectively and maintain profitability; our ability to achieve revenue from products and services that are under development; the uncertain effect of the competitive environment in which we operate and resulting pricing pressures; and whether the anticipated effects and results of our new product offerings and successful product implementation will be realized.  These and other potential risks and uncertainties that relate to Geac’s business and operations are summarized in more detail from time to time in our filings with the United States Securities and Exchange Commission and with the Canadian Securities Administrators, including Geac’s most recent quarterly reports available through the website maintained by the SEC at www.sec.gov and through the website maintained by the Canadian Securities Administrators and the Canadian Depository for Securities Limited at www.sedar.com.

 

Geac is a registered trademark of Geac Computer Corporation Limited.  All other marks are trademarks of their respective owners.

 

*   *   *

 

 

For more information, please contact:

 

 

Alys Scott

Vice President

Corporate Communications

Geac

(781) 672-5980

alys.scott@geac.com

 


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