descartes.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ph3fAxh0fgmJB2pdq4PoIkrhK8DSVwm9+4OaXzLJmnWIQlCHuAfb6jdhjfQpF+KN aU88yhWx+sCg7w11S5G1mA== 0001010521-09-000174.txt : 20090212 0001010521-09-000174.hdr.sgml : 20090212 20090212113126 ACCESSION NUMBER: 0001010521-09-000174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: ELLIOTT & PAGE LIMITED GROUP MEMBERS: MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DESCARTES SYSTEMS GROUP INC CENTRAL INDEX KEY: 0001050140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57063 FILM NUMBER: 09592778 BUSINESS ADDRESS: STREET 1: 120 RANDALL ST CITY: WATERLOO ONTARIO CAN STATE: A6 BUSINESS PHONE: 5197468110 MAIL ADDRESS: STREET 1: 120 RANDALL DRIVE STREET 2: WATERLOO, ONTARIO, CANADA N2V 1C6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4169263500 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA SC 13G/A 1 descartes.htm THE DESCARTES SYSTEMS GROUP IND. descartes.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

The Descartes Systems Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

249906108

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 8 PAGES

CUSIP No. 249906108

1	NAME OF REPORTING PERSON
	Manulife Financial Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
	N/A

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada

		5	SOLE VOTING POWER
			-0-

Number of		6	SHARED VOTING POWER
Shares
Beneficially			-0-
Owned by
	Each	7	SOLE DISPOSITIVE POWER
Reporting
Person			-0-
	With
		8	SHARED DISPOSITIVE POWER
			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	None, except through its indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.), LLC and
	Elliott & Page Limited

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	N/A

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	See line 9 above.

12	TYPE OF REPORTING PERSON*
	HC

*SEE INSTRUCTIONS

PAGE 2 OF 8 PAGES

CUSIP No. 249906108

1	NAME OF REPORTING PERSON
	MFC Global Investment Management (U.S.), LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
	N/A

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		5	SOLE VOTING POWER
			1,986,855

Number of		6	SHARED VOTING POWER
Shares
Beneficially			-0-
Owned by
	Each	7	SOLE DISPOSITIVE POWER
Reporting
Person			1,986,855
	With
		8	SHARED DISPOSITIVE POWER
			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,986,855

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	N/A

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	3.75%

12	TYPE OF REPORTING PERSON*
	IA

*SEE INSTRUCTIONS

PAGE 3 OF 8 PAGES

CUSIP No. 249906108

1	NAME OF REPORTING PERSON
	Elliott & Page Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
	N/A

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario

		5	SOLE VOTING POWER
			-0-

Number of		6	SHARED VOTING POWER
Shares
Beneficially			-0-
Owned by
	Each	7	SOLE DISPOSITIVE POWER
Reporting
Person			-0-
	With
		8	SHARED DISPOSITIVE POWER
			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-0-

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	N/A

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.00%

12	TYPE OF REPORTING PERSON*
	FI

*SEE INSTRUCTIONS

PAGE 4 OF 8 PAGES

Item 1(a)	Name of Issuer:
	The Descartes Systems Group Inc.

Item 1(b)	Address of Issuer's Principal Executive Offices:
	120 Randall Drive
	Waterloo, Ontario
	Canada N2V 1C6

Item 2(a)	Name of Person Filing:
	This filing is made on behalf of Manulife Financial Corporation (“MFC”) and MFC’s
	indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.), LLC
	(“MFC Global (U.S.)”) and Elliott & Page Limited (“E&P”).

Item 2(b)	Address of Principal Business Office:
	The principal business offices of MFC and E&P are located at 200 Bloor Street East, Toronto,
	Ontario, Canada, M4W 1E5.
	The principal business office of MFC Global (U.S.) is located at 101 Huntington Avenue,
	Boston, Massachusetts 02199.

Item 2(c)	Citizenship:
	MFC is organized and exists under the laws of Canada.
	MFC Global (U.S.) is organized and exists under the laws of the State of Delaware.
	E&P is organized and exists under the laws of Ontario.

Item 2(d)	Title of Class of Securities:
	Common Stock

Item 2(e)	CUSIP Number:
	249906108

Item 3	If this statement is being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
	check whether the person filing is a:

	MFC:	(g) (X)	a parent holding company in accordance with
			§240.13d-1(b)(1)(ii)(G).

	MFC Global (U.S.):	(e) (X)	an investment adviser in accordance with
			§240.13d-1(b)(1)(ii)(E).

	E&P:	(j) (X)	a non-U.S. institution in accordance with
			§240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a) Amount Beneficially Owned: MFC Global (U.S.) has beneficial ownership of 1,986,855
	shares of Common Stock. Through its parent-subsidiary relationship to MFC Global
	(U.S.), MFC may be deemed to have beneficial ownership of these same shares.

PAGE 5 OF 8 PAGES

	(b)	Percent of Class: Of the 53,004,527 shares outstanding as of November 26, 2008,
		according to the issuer's Quarterly Report to Shareholders filed on a Form 6-K for the
		month of December 2008, MFC Global (U.S.) held 3.75%.

	(c)	Number of shares as to which the person has:

		(i)	sole power to vote or to direct the vote:
			MFC Global (U.S.) has sole power to vote or to direct the voting of the shares of
			Common Stock it beneficially owns.

		(ii)	shared power to vote or to direct the vote: -0-

		(iii)	sole power to dispose or to direct the disposition of:
			MFC Global (U.S.) has sole power to dispose or to direct the disposition of the
			shares of Common Stock it beneficially owns.

		(iv)	shared power to dispose or to direct the disposition of: -0-

Item 5	Ownership of Five Percent or Less of a Class:
	If this statement is being filed to report the fact that as of the date hereof the reporting person
	has ceased to be the beneficial owner of more than five percent of the class of securities,
	check the following [X].

Item 6	Ownership of More than Five Percent on Behalf of Another Person:
	Not applicable.

Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being
	Reported on by the Parent Holding Company:
	See Items 3 and 4 above.

Item 8	Identification and Classification of Members of the Group:
	Not applicable.

Item 9	Notice of Dissolution of Group:
	Not applicable.

Item 10	Certification:
	By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the
	securities referred to above were acquired and are held in the ordinary course of business and
	were not acquired and are not held for the purpose of or with the effect of changing or
	influencing the control of the issuer of the securities and were not acquired and are not held in
	connection with or as a participant in any transaction having that purpose or effect, and (ii) the
	foreign regulatory scheme applicable to E&P is substantially comparable to the regulatory
	scheme applicable to the functionally equivalent U.S. institutions. The undersigned also
	undertakes to furnish to the Commission staff, upon request, information that would otherwise
	be disclosed in a Schedule 13D.

PAGE 6 OF 8 PAGES

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Manulife Financial Corporation

	By:	/s/ Kenneth G. Pogrin
	Name:	Kenneth G. Pogrin
Dated: February 12, 2009	Title:	Attorney in Fact*

	MFC Global Investment Management (U.S.), LLC

	By:	/s/ William E. Corson
	Name:	William E. Corson
Dated: February 12, 2009	Title:	Vice President and Chief Compliance Officer

	Elliott & Page Limited

	By:	/s/ Kenneth G. Pogrin
	Name:	Kenneth G. Pogrin
Dated: February 12, 2009	Title:	Associate General Counsel and Assistant Secretary

* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.

PAGE 7 OF 8 PAGES

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, MFC Global Investment Management (U.S.), LLC and Elliott & Page Limited agree that the Schedule 13G (Amendment No. 1) to which this Agreement is attached, relating to the Common Stock of The Descartes Systems Group Inc., is filed on behalf of each of them.

	Manulife Financial Corporation

	By:	/s/ Kenneth G. Pogrin
	Name:	Kenneth G. Pogrin
Dated: February 12, 2009	Title:	Attorney in Fact*

	MFC Global Investment Management (U.S.), LLC

	By:	/s/ William E. Corson
	Name:	William E. Corson
Dated: February 12, 2009	Title:	Vice President and Chief Compliance Officer

	Elliott & Page Limited

	By:	/s/ Kenneth G. Pogrin
	Name:	Kenneth G. Pogrin
Dated: February 12, 2009	Title:	Associate General Counsel and Assistant Secretary

PAGE 8 OF 8 PAGES

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