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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
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PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
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THE SECURITIES EXCHANGE ACT OF 1934
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For the month of December 2010
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Commission File Number: 000-29970
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THE DESCARTES SYSTEMS GROUP INC.
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(Translation of registrant’s name into English)
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120 Randall Drive
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Waterloo, Ontario
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Canada N2V 1C6
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [x]
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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [x]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________.
The attached press release was issued by the registrant on December 1, 2010, and is furnished herewith as Exhibit 99.1.
The attached Quarterly Report to Shareholders regarding the results for the fiscal 2011 third quarter ended October 30, 2010, is furnished herewith as Exhibit 99.2.
The attached Code of Business Conduct and Ethics of the registrant is furnished herewith as Exhibit 99.3.
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.
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THE DESCARTES SYSTEMS GROUP INC.
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(Registrant)
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By:
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/s/ J. Scott Pagan
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Name:
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J. Scott Pagan
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Title:
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Executive Vice President of Corporate Development,
General Counsel and Corporate Secretary
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Date: December 6, 2010
EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release dated December 1, 2010
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99.2
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Fiscal 2011 Third Quarter Report to Shareholders
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99.3
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Code of Business Conduct and Ethics
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