-----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, WMN8kYVMlMFzHiFYGIYl0e+Jn2NjRp3nF/oOCrg+X1lWlDA2/Bn5fbL3+7qIrTiY FG6edRUzakRFG3KxouUqEg== 0001104659-06-005232.txt : 20060201 0001104659-06-005232.hdr.sgml : 20060201 20060201121754 ACCESSION NUMBER: 0001104659-06-005232 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060201 FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 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: 06568575 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 a06-3950_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: February 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 30, 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 30, 2006, announcing that the Ontario Superior Court of Justice has issued the final order approving the transaction pursuant to which affiliates of Golden Gate Capital will acquire all of the shares of Geac.  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: February 1, 2006

 

2



 

EXHIBIT INDEX

 

Number

 

Title

 

 

 

99.1

 

Press Release issued on January 30, 2006

 

3


EX-99.1 2 a06-3950_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

ONTARIO SUPERIOR COURT ISSUES FINAL ORDER

 

RELATING TO GEAC PLAN OF ARRANGEMENT

 

MARKHAM, ONTARIO and WALTHAM, MASSACHUSETTS, January 30, 2006 - Geac Computer Corporation Limited (TSX:GAC and NASDAQ: GEAC) today announced that the Ontario Superior Court of Justice has issued the final order approving the Plan of Arrangement pursuant to which affiliates of Golden Gate Capital will acquire all of the shares of Geac.  Under the terms of the Arrangement, Geac shareholders will receive U.S.$11.10 in cash for each common share of Geac.  The transaction is expected to close on or before March 16, 2006 following the completion of the syndication of the firmly committed debt financing in which JP Morgan, Merrill Lynch, Wells Fargo Foothill and D.B. Zwirn Finance, among others, will participate.

 

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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