================================================================================ FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of JUNE 2003 THE DESCARTES SYSTEMS GROUP INC. -------------------------------------------------------------------------------- (Translation of registrant's name into English) 120 Randall Drive Waterloo, Ontario Canada N2V 1C6 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [_] Form 40-F [X] 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 Management Information Circular, Notice of Annual Meeting and Form of Proxy relating to the Annual Meeting of Shareholders to be held on July 21, 2003 is filed herewith as Exhibit I. The attached Quarterly Report to Shareholders regarding the results for the fiscal 2004 first quarter ended April 30, 2003 was mailed by the Company to shareholders on or about June 27, 2003 and is filed herewith as Exhibit II. 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. THE DESCARTES SYSTEMS GROUP INC. (Registrant) Date: June 27, 2003 By: /s/ Colley Clarke ---------------------------- Name: Colley Clarke Title: Executive Vice President, Finance and Chief Financial Officer EXHIBITS Exhibit No. Description ----------- ----------- I Management Information Circular, Notice of Annual Meeting and Form of Proxy relating to the Annual Meeting of Shareholders, to be held on July 21, 2003 II Fiscal 2004 First Quarter Report to Shareholders