SEC Info - Descartes Systems Group Inc

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

The Registrant, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of January 31, 2015 (the “Evaluation Date”), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Registrant’s disclosure controls and procedures were effective.

Management’s Report on Financial Statements and Internal Control Over Financial Reporting is contained in the Registrant’s 2015 Annual Report filed herewith as Exhibit 99.2 and incorporated herein by reference.

The report of Deloitte LLP with respect to the effectiveness of the Registrant’s internal control over financial reporting is contained in the Registrant’s 2015 Annual Report filed herewith as Exhibit 99.2 and incorporated herein by reference.

The Registrant’s Audit Committee of the Board of Directors currently consists of three members. The Registrant’s Board of Directors has determined that John J. Walker and Eric Demirian are “audit committee financial experts” (as defined in paragraph 8(b) of General Instruction B to Form 40-F). All members of the Audit Committee are independent within the meaning of the Nasdaq Stock Market’s (“Nasdaq”) director independence standards.

The Registrant has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics is posted on the Registrant’s corporate website at www.descartes.com and is also available at www.sedar.com. The Registrant intends to disclose through its website any waivers or amendments to its Code of Ethics that apply to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The aggregate fees billed in respect of the fiscal years ending January 31, 2015 and January 31, 2014 for professional services rendered by Deloitte LLP, the Registrant’s Independent Registered Public Accounting Firm, are as follows (all amounts in table are in US dollars – amounts that were billed in Canadian dollars are converted to US dollars at the applicable exchange rate on the last day of the applicable fiscal period):

AUDIT FEES— Audit fees consist of fees for professional services rendered for the audit of the Registrant’s annual consolidated financial statements and services provided in connection with statutory audits and regulatory filings or engagements including fees for statutory audit of the Company’s foreign subsidiaries.

AUDIT-RELATED FEES— Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Registrant’s consolidated financial statements and are not reported as “Audit Fees”. These services included accounting research concerning financial accounting and reporting standards.

The Registrant’s audit committee is responsible for overseeing the work of the independent registered public accounting firm and has adopted a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Registrant’s Pre-Approval Policy and Procedure for Engagements of the Independent Auditor is filed as Appendix B to the Registrant’s Renewal Annual Information Form dated April 28, 2015 filed as Exhibit 99.1 hereto and incorporated by reference herein.

The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

We are committed under non-cancelable leases for business premises, computer equipment and vehicles with terms expiring at various dates through 2020. We are also committed under non-cancelable capital leases for computer equipment expiring at various dates through 2018. The future minimum amounts payable under these lease agreements are outlined in the table above.

As described in Note 2 to the Registrant’s consolidated financial statements, the Registrant maintains DSU and CRSU plans for our directors and employees. Any payments made pursuant to these plans are settled in cash. For DSUs and CRSUs, the units vest over time and the liability recognized at any given consolidated balance sheet date reflects only those units vested at that date that have not yet been settled in cash. As such, the Registrant had an unrecognized aggregate liability for unvested CRSUs of $0.7 million for which no liability was recorded on its consolidated balance sheet at January 31, 2015, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718 “Compensation – Stock Compensation”. As at January 31, 2015 there were no unvested DSUs. The ultimate liability for any payment of DSUs and CRSUs is dependent on the trading price of the Registrant's common shares.

The Registrant was granted an exemption from Nasdaq Stock Market Rules requiring each issuer to provide for a quorum at any meeting of the holders of common stock of no less than 331/3% of the outstanding shares of the issuer’s common voting stock. This exemption was granted because Nasdaq’s requirements regarding the quorum required for meetings of the holders of common stock are contrary to generally accepted business practices in Canada. In particular, Section 139(1) of the Canada Business Corporations Act provides that a company’s by-laws may set the quorum requirements for a meeting of shareholders. The relevant provisions of the Registrant’s by-laws state that “Subject to the Act in respect of a majority shareholder, a quorum for the transaction of business at any meeting of shareholders shall be persons not being less than two in number and holding or representing by proxy not less than 20 percent of the issued and outstanding shares of the Corporation for the time being enjoying voting rights at such meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.”

Registrant 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 securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Exhibit Number		Description
99.1		Renewal Annual Information Form for the fiscal year ended January 31, 2015

99.2		2015 Annual Report (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K furnished with the SEC on March 9, 2015)

99.3		Consent of Deloitte LLP

99.4		Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.5		Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.6		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		XBRL Financial Statements

Title of each class:	Name of each exchange on which registered:
Common Shares, no par value	Nasdaq
Rights to purchase Common Shares, no par value	Nasdaq

	Fiscal Year Ended January 31, 2015		Fiscal Year Ended January 31, 2014
Audit Fees	$	556,912	$	493,065

Audit-Related Fees	$	113,970	$	135,391

Tax Fees	$	0	$	0

All Other Fees	$	78,007	$	361

	Less than 1 year		1-3 years		4-5 years		More than 5 years			Total

Operating lease obligations		4.8		5.2		1.4		-			11.4
Capital lease obligations		0.3		0.2		-			-		0.5
Total		5.1		5.4		1.4			-		11.9


	THE DESCARTES SYSTEMS GROUP INC.

	By:	/s/ *Michael Verhoeve*
	Name:	Michael Verhoeve
	Title:	EVP Legal, General Counsel and Corporate Secretary

	Date:	April 28, 2015

This ‘40-F’ Filing	Date	Other Filings

Filed on:	4/29/15
	4/28/15
For Period end:	4/27/15	6-K
	3/9/15	6-K
	1/31/15
	1/31/14	40-F
		List all Filings

Descartes Systems Group Inc – ‘40-F’ for 4/27/15

On: Wednesday, 4/29/15, at 9:52am ET · For: 4/27/15 · Accession #: 929638-15-478 · File #: 0-29970

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Registration Statement or Annual Report by a Canadian Issuer — Form 40-F — Sect. 12 or 13(a) / 15(d) – SEA’34
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‘40-F’ — Registration Statement or Annual Report by a Canadian Issuer

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