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:  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):    

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 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 January 19, 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 19, 2006, announcing that (i) Geac’s shareholders approved the proposed acquisition of Geac by Golden Gate Capital, (ii) Geac received approval from the Ministry of Industry of Canada as required under the Investment Canada Act, (iii) Geac expects to seek final court approval of the Arrangement on January 30 2006 and (iv) the transaction is expected to close on or before March 16, 2006.  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 23, 2006

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EXHIBIT INDEX

Number	Title
99.1	Press Release issued on January 19, 2006

3

EX-99.1

Exhibit 99.1

GEAC SHAREHOLDERS APPROVE THE ACQUISITION OF GEAC

BY GOLDEN GATE CAPITAL

MARKHAM, ONTARIO and WALTHAM, MA, January 19, 2006 – Geac Computer Corporation Limited (TSX: GAC and NASDAQ: GEAC) today announced that its shareholders approved the acquisition of the outstanding common shares of the Company by Golden Gate Capital at its Special Meeting of Shareholders held this morning. Shareholders representing more than fifty percent of all shares outstanding, and approximately ninety-eight percent of all votes cast, voted in favor of the arrangement transaction involving Geac and Golden Gate (the “Arrangement”).  The Company did not receive notice from any dissenting shareholders under Section 190 of the Canada Business Corporations Act. Under the terms of the Arrangement, Geac shareholders will receive US$11.10 in cash for each common share of Geac.

The Arrangement has been approved by the Ministry of Industry of Canada as required under the Investment Canada Act, and the Company expects to seek final court approval of the Arrangement on January 30th.  The transaction is expected to close on or before March 16, 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.

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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.

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For more information, please contact:

Alys Scott

Vice President

Corporate Communications

Geac

(781) 672-5980

alys.scott@geac.com