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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): The Descartes Systems Group Inc.
B. This is
[_] an original filing for the Filer
[X] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: The Descartes Systems Group Inc.
Form type: Form 40-F
File Number (if known): Not available
Filed by: The Descartes Systems Group Inc.
Date Filed (if filed concurrently, so indicate): Filed concurrently
D. The Filer is incorporated or organized under the laws of Province of
Ontario and has its principal place of business at:
120 Randall Drive
Waterloo, Ontario
Canada N2V 1C6
(519) 746-6114
E. The Filer designates and appoints Descartes Systems (USA) LLC ("Agent")
located through June 30, 2004 at 1745 Phoenix Blvd., Suite 470, Atlanta,
Georgia 30349-5534, (770) 996-8109, Attention: General Counsel, and post
June 30, 2004 at Powers Ferry Business Park, Suite 510, Building 500, 2300
Powers Ferry Rd NW, Atlanta, GA 30339, (678) 247-0400, as the agent of the
Filer upon whom may be served any process, pleadings, subpoenas, or other
papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate
court in any place subject to the jurisdiction of any state or of the
United States or of any of its territories or possessions or of the
District of Columbia, where the investigation, proceeding or cause of
action arises out of or relates to or concerns (i) any offering made or
purported to be made in connection with the securities registered or
qualified by the Filer on Form 40-F on June __, 2004 or any purchases
or sales of any security in connection therewith; (ii) the securities
in relation to which the obligation to file an annual report on Form
40-F arises, or any purchases or sales of such securities; (iii) any
tender offer for the securities of a Canadian issuer with respect to
which filings are made by the Filer with the Commission on Schedule
13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which
the Filer acts as trustee pursuant to an exemption under Rule 10a-5
under the Trust Indenture Act of 1939. The Filer stipulates and agrees
that any such civil suit or action or administrative proceeding may be
commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon such agent
for service of process, and that service as aforesaid shall be taken
and held in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or
14D-9F stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf
of the Filer at any time until six years have elapsed from the date the
issuer of the securities to which such Forms and Schedules relate has
ceased reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
appoint a successor agent for service of process and file an amended
Form F-X if the Filer discharges the Agent or the Agent is unwilling or
unable to accept service on behalf of the Filer at any time until six
years have elapsed following the effective date of the latest amendment
to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on Form
F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time during which any of
the securities subject to the indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering pursuant
to Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges
the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed from the
date of the last sale of securities in reliance upon the Regulation A
exemption.
Each filer further undertakes to advise the Commission promptly of any
change to the Agent's name or address during the applicable period by
amendment of this Form, referencing the file number of the relevant form in
conjunction with which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance
with General Instruction I. (a) of this Form, undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by
the Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to: the Forms, Schedules and
offering statements described in General Instructions I. (a), I. (b), I.
(c), I. (d) and I. (f) of this Form, as applicable; the securities to which
such Forms, Schedules and offering statements relate; and the transactions
in such securities.
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waterloo, Country of
Canada, this 18th day of June, 2004.
THE DESCARTES SYSTEMS GROUP INC.
(Filer)
By: /s/ J. Scott Pagan
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Name: J. Scott Pagan
Title: Secretary
This statement has been signed by the following persons in the capacities and on
the dates indicated.
DESCARTES SYSTEMS (USA) LLC
(Authorized U.S. Agent)
By: Descartes U.S. Holdings, Inc.
Its Manager
Dated: June 18, 2004 By: /s/ J. Scott Pagan
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Name: J. Scott Pagan
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Title: Secretary
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