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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): Geac Computer Corporation Limited
B. This is
/X/ an original filing for the Filer
/ / an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: Geac Computer Corporation Limited
Form type: Form 40-F
File Number (if known): Not available
Filed by: Geac Computer Corporation Limited
Date Filed (if filed concurrently, so indicate): Filed concurrently
D. The Filer is incorporated or organized under the laws of Canada and has its
principal place of business at:
11 Allstate Parkway, Suite 300
Markham, Ontario
Canada L3R 9T8
(905) 475-0525
E. The Filer designates and appoints Jeffrey M. Snider, c/o Geac Enterprise
Solutions, Inc. ("Agent") located at 120 Turnpike Road, 2nd Floor, Southborough,
MA 01772-2104, (508) 871-5000, as the agent of the Filer upon whom may be served
any process, pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the Filer
has been joined as defendant or respondent, in any appropriate court in
any place subject to the jurisdiction of any state or of the United
States or of any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of action arises
out of or relates to or concerns (i) any offering made or purported to
be made in connection with the securities registered or qualified by the
Filer on Form 40-F on _____, 2004 or any purchases or sales of any
security in connection therewith; (ii) the securities in relation to
which the obligation to file an annual report on Form 40-F arises, or
any purchases or sales of such securities; (iii) any tender offer for
the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or
14D-9F; or (iv) the securities in relation to which the Filer acts as
trustee pursuant to an exemption under Rule 10a-5 under the Trust
Indenture Act of 1939. The Filer stipulates and agrees that any such
civil suit or action or administrative proceeding may be commenced by
the service of process upon, and that service of an administrative
subpoena shall be effected by service upon such agent for service of
process, and that service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if
personal service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or
-14D-9F stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of
the Filer at
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any time until six years have elapsed from the date the issuer of the
securities to which such Forms and Schedules relate has ceased reporting
under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
appoint a successor agent for service of process and file an amended
Form F-X if the Filer discharges the Agent or the Agent is unwilling or
unable to accept service on behalf of the Filer at any time until six
years have elapsed following the effective date of the latest amendment
to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on Form F-7,
F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time during which any of
the securities subject to the indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering pursuant to
Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges
the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed from the
date of the last sale of securities in reliance upon the Regulation A
exemption.
Each filer further undertakes to advise the Commission promptly of any
change to the Agent's name or address during the applicable period by
amendment of this Form, referencing the file number of the relevant form in
conjunction with which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with
General Instruction I. (a) of this Form, 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 Forms, Schedules and offering
statements described in General Instructions I. (a), I. (b), I. (c), I. (d)
and I. (f) of this Form, as applicable; the securities to which such Forms,
Schedules and offering statements relate; and the transactions in such
securities.
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Markham, Country of
Canada, this 19th day of August, 2004.
GEAC COMPUTER CORPORATION LIMITED
(Filer)
By: /s/ Jonathan D. Salon
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Name: Jonathan D. Salon
Title: Vice President and Deputy
General Counsel
This statement has been signed by the following persons in the capacities and on
the dates indicated.
Dated: August 19, 2004 By: /s/ Jeffrey M. Snider
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Name: Jeffrey M. Snider (Authorized
U.S. Agent)
Title: Senior Vice President and
General Counsel
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