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 at 1745 Phoenix Blvd., Suite 470, Atlanta, Georgia 30349-5534, (770)
996-8109, Attention: General Counsel, 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 20, 2003 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 20th
day of June, 2003.
THE DESCARTES SYSTEMS GROUP INC.
(Filer)
By: /s/ Colley Clarke
-----------------------------------------
Name: Colley Clarke
Title: Executive Vice-President, Finance
and Chief Financial Officer
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 20, 2003 By: /s/ Colley Clarke
-----------------------------------
Name: Colley Clarke
Title: President
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