DSGX Descartes Systems Group Inc

As filed with the Securities and Exchange Commission on June 13, 2024

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE DESCARTES SYSTEMS GROUP INC.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ◻

EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, The Descartes Systems Group Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 1,765,840 common shares, no par value (the “Shares”), under The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan (the “Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2021 (File No. 333-255087). 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and shall be deemed a part hereof from the date of the filing of such documents. In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.

Item 8.  Exhibits.

The following exhibits are filed as part of this Registration Statement.

 

__________________________

*  Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Descartes Systems Group Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waterloo, in the Province of Ontario on this 13^th day of June, 2024.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of The Descartes Systems Group Inc., a corporation organized under the laws of Canada, does hereby appoint Peter V. Nguyen and Allan Brett as his or her lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, including but not limited to that listed below, in connection with the preparation, execution and filing with the Securities and Exchange Commission under the Securities Act of this Registration Statement and any post-effective amendments thereto, and to file the same with all exhibits hereto, and other documents in connection herewith, and all matters required by the Commission in connection with this Registration Statement, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of The Descartes Systems Group Inc. and has duly caused this Registration Statement on Form S-8 to be signed by the undersigned, thereto duly authorized, in the City of Waterloo, Ontario, on the 13^th day of June, 2024.

Certificate of Amalgamation			Certificat de fusion
Canada Business Corporations Act			Loi canadienne sur les sociétés par actions
	The Descartes Systems Group Inc.
Corporate name / Dénomination sociale
		1472566-2
Corporation number / Numéro de société
I HEREBY CERTIFY that the above-named corporation resulted from an amalgamation, under section 185 of the Canada Business Corporations Act, of the corporations set out in the attached articles of amalgamation.			JE CERTIFIE que la société susmentionnée est issue d'une fusion, en vertu de l'article 185 de la Loi canadienne sur les sociétés par actions, des sociétés dont les dénominations apparaissent dans les statuts de fusion ci-joints.
		Hantz Prosper
		Director / Directeur
		2023-02-01
Date of Amalgamation (YYYY-MM-DD) Date de fusion (AAAA-MM-JJ)

Innovation, Science and Economic Development Canada   Corporations Canada

Innovation, Sciences et Développement économique Canada   Corporations Canada

June 13, 2024

The Descartes Systems Group Inc.

120 Randall Drive

Waterloo, Ontario

N2V 1C6

RE:     The Descartes Systems Group Inc. – Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as Canadian counsel for The Descartes Systems Group Inc. (the “Company”), a company existing under the Canada Business Corporations Act, in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission on June 13, 2024 under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

The purpose of the Registration Statement is to register the offer and sale of up to 1,765,840 common shares of the Company, no par value (the “Shares”) which may be issued under The Descartes Systems Group Inc. Performance and Restricted Share Unit Plan (the “Plan”).

For the purposes of this opinion, we have reviewed such corporate records of the Company and other documents as we have deemed necessary or desirable to give the opinion expressed below.

We have assumed the genuineness of all signatures, the legal capacity of all individuals and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof, and the completeness and accuracy of the corporate records in our possession as of the date hereof.

Based upon and subject to the foregoing, and provided that all necessary corporate action has been taken by the Company to authorize the issuance of the performance share units (the “PSUs”) and restricted share units (the “RSUs”) which may be issued under the Plan, we are of the opinion that upon the redemption and/or settlement of PSUs and RSUs in accordance with their terms, the Plan and any applicable Grant Agreement (as defined in the Plan), the Shares underlying the PSUs and RSUs will be validly issued, fully paid and non-assessable shares in the capital of the Company.

The opinion expressed in this letter is subject to the following exceptions and qualifications:

(a) we do not express any opinion with respect to the laws of any jurisdiction other than the laws of the Province of Ontario and the laws of Canada specifically applicable therein; and

(b) our opinion is based on legislation and regulations in effect on the date hereof.

Consent is hereby given to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

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