Unassociated Document
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of June, 2008.
 
Commission File Number 0-17164 
Copernic Inc.
(Translation of registrant’s name into English)
 
 
388 St. Jacques Street West, 9th Floor, Montreal, Quebec H2Y 1S1
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F  x       Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______________
 
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______________
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
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  o        No x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 
82-_______________.
 
 
FILING OF CANADIAN MATERIAL CHANGE REPORT
 
On June 23, 2008, Copernic Inc. (the “Company”) filed a Material Change Report with the Ontario Securities Commission announcing that it received, on June 16, 2008, a notice from NASDAQ Stock Market Listing Qualifications. A copy of this document, which is available on Canada’s System for Electronic Document Analysis and Retrieval (http://www.sedar.com), is furnished with this report as Exhibit 99.1.

2
 
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.
     
 
  Copernic Inc.
 
 		  
 
                 (Registrant)
     
Date: June 26, 2008 By:  
               /s/ Daniel Bertrand
 
                       (Signature)
 
Daniel Bertrand, Executive Vice President
          And Chief Financial Officer
 
*Print the name and title under the signature of the signing officer.
 
3
 
EXHIBIT INDEX
 
Exhibit No.  
 
Description  
 
99.1 
 
Material Change Report dated June 23, 2008.
 
 
4