UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 02549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Geac Computer Corporation Limited
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(Exact name of registrant as specified in its charter)
Canada 98-0405151
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(State of incorporation or organization) (IRS Employer
Identification No.)
11 Allstate Parkway, Suite 300, Markham Ontario, Canada L3R 9T8
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, no par value
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(Title of Class)
Item 1. Description of Securities to be Registered.
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Geac's authorized capital consists of an unlimited number of common
shares without nominal or par value and an unlimited number of preference shares
without nominal or par value, issuable in series.
The securities registered hereby are common shares of Geac. As of
October 31, 2003, Geac had 84,777,930 common shares outstanding. Geac's common
shares entitle their holders to receive notice of and attend all meetings of
shareholders, and to vote thereat, except meetings at which only holders of a
specified class of shares (other than common shares) or a specified series are
entitled to vote. The holders of common shares are entitled to dividends, if,
as, and when declared by the board of directors of Geac. The common shares are
entitled upon liquidation, dissolution or winding-up of Geac to receive the
remaining assets of the corporation, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares of Geac.
Geac has adopted a shareholder protection rights plan. Geac has
included a summary of the material terms and conditions of the shareholder
protection rights plan under the heading "Description of Securities--Geac
Shareholder Rights Plan" in its Registration Statement on Form S-8, registration
no. 333-109670, as filed with the Securities and Exchange Commission on October
14, 2003 and as subsequently amended and as may be amended after the filing of
this Registration Statement on Form 8-A. That information is incorporated herein
by reference.
Item 2. Exhibits.
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Restated Certificate and Articles of Incorporation of Geac,
incorporated herein by reference to Exhibit 3.1 to Geac's
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.
3.2 Bylaws of Geac, incorporated herein by reference to Exhibit 3.2 to
Geac's Registration Statement on Form F-4 (file no. 333-103019),
filed with the Securities and Exchange Commission on February 6,
2003.
10.1 Amended and Restated Geac Shareholder Protection Rights Agreement,
incorporated herein by reference to Exhibit 4.5 to Geac's
Registration Statement on Form S-8 (file no. 333-109670), filed with
the Securities and Exchange Commission on October 14, 2003.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GEAC COMPUTER CORPORATION LIMITED
Dated: February 2, 2004 By: /s/ Jeffrey M. Snider
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Name: Jeffrey M. Snider
Position: Senior Vice President,
General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Restated Certificate and Articles of Incorporation of Geac,
incorporated herein by reference to Exhibit 3.1 to Geac's Registration
Statement on Form F-4 (file no. 333-103019), filed with the Securities
and Exchange Commission on February 6, 2003.
3.2 Bylaws of Geac, incorporated herein by reference to Exhibit 3.2 to
Geac's Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.
10.1 Amended and Restated Geac Shareholder Protection Rights Agreement,
incorporated herein by reference to Exhibit 4.5 to Geac's Registration
Statement on Form S-8 (file no. 333-109670), filed with the Securities
and Exchange Commission on October 14, 2003.
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