Washington, D.C. 20549

(Rule 13d-102)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

CUSIP No.		562048108

SCHEDULE 13D

In response to General Instruction C of Schedule 13D, the information called for by Items 2-6, inclusive, of Schedule 13D has been given with respect to: (i) the directors and executive officers of Constellation Software, Inc., an Ontario corporation (“Constellation”); (ii) the directors and executive officers of OMERS Administration Corporation, an Ontario statutory non-share capital corporation and a significant shareholder of Constellation (“OMERS”); (iii) the general partner of Birch Hill Equity Partners II, a private equity fund formerly known as “TD Capital Canadian Private Equity Partners” and a significant shareholder of Constellation; (iv) the directors and executive officers of Birch Hill Equity Partners II Ltd., the general partner of Birch Hill Equity Partners II Ltd.; and (v) the directors and executive officers of Birch Hill Equity Partners II Holdings Limited, an Ontario corporation that controls Birch Hill Equity Partners II Ltd. The inclusion of information with respect to he persons and entities described in clauses (i) through (v) shall not be construed as either an admission that any of such persons or entities are in control of Constellation or as an admission that any of such persons and entities are a “group.”

Except as otherwise set forth in this Schedule 13D, Constellation disclaims beneficial ownership of any and all shares of “Manatron Common Stock” (as hereinafter defined) beneficially owned by any shareholder, director or officer of Constellation. Constellation disclaims beneficial ownership of any and all shares of Manatron Common Stock beneficially owned by OMERS or any director, officer or employee of OMERS. Constellation disclaims beneficial ownership of any and all shares of Manatron Common Stock beneficially owned by any of the Birch Hill entities or any general partner, director, officer or employee of any of the Birch Hill entities. The filing of this Statement on Schedule 13D shall not be construed as an admission that Constellation, OMERS or any of the Birch Hill entities is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.

Except as otherwise set forth in this Schedule 13D, Constellation has been advised that each shareholder, director, officer and employee of Constellation disclaims beneficial ownership of any and all shares of Manatron Common Stock beneficially owned by Constellation. The filing of this Schedule 13D shall not be construed as an admission that any shareholder, director, officer or employee of Constellation is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Statement on Schedule 13D.

Except as otherwise set forth in this Schedule 13D: No shareholder, director, officer or employee of either Constellation, acting in an individual capacity, may vote, or direct the voting of, any shares of Manatron Common Stock beneficially owned by Constellation. No shareholder, director, officer or employee of Constellation, acting in an individual capacity, may dispose of, or direct the disposition of, any shares of Manatron Common Stock beneficially owned by Constellation. No shareholder, director or officer of Constellation, in an individual capacity, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Manatron Common Stock beneficially owned by Constellation. Accordingly, no shareholder, director, officer or employee of Constellation shall be deemed the beneficial owner of any shares of Manatron Common Stock beneficially owned

by Constellation solely by virtue of the fact that such person or entity is a shareholder director, officer or employee of Constellation.

Item 1. Security and Issuer.

     This Schedule 13D relates to the Common Stock, par value $.01 per share (the “Manatron Common Stock”), of Manatron Inc., a Michigan corporation (the “Issuer”). The principal executive offices of the Issuer are located at 510 East Milham, Portage, Michigan, 49002

Item 2. Identity and Background.

     (a)-(f) Constellation is an Ontario corporation with its principal business address and principal office located at 20 Adelaide St. East, Suite 1200, Toronto, Ontario, Canada M5C 2T6. The principal business of Constellation is to provide mission critical software to selected customers in both the public and private sectors. Some of the industries served include public transit authorities, municipal utilities, public housing authorities, district attorneys, private clubs, residential home builders, constructions companies and manufacturers.

     The name, position, and present principal occupation of each of the principal executive officers of Constellation are as follows: Mark Leonard is the President, Barry Symons is the Chief Financial Officer and Secretary, Mark Miller is the Chief Operating Officer and Bernard Anzarouth is the Vice President of Business Development. The principal business address of those officers is c/o Constellation Software Inc., 20 Adelaide St. East, Suite 1200, Toronto, Ontario, Canada M5C 2T6. The name, present principal occupation, and principal business address of each of the directors of Constellation are attached as Appendix A.

     Constellation is a publicly traded corporation with its shares listed on the Toronto Stock Exchange. Constellation’s two most significant shareholders are OMERS Administration Corporation, an Ontario statutory non-share capital corporation with principal executive offices at One University Avenue, Suite 1000, Toronto, ON M5J 2P1 and Birch Hill Equity Partners II, a private equity fund formerly known as “TD Capital Canadian Private Equity Partners” whose general partner is Birch Hill Equity Partners II Ltd., an Ontario corporation with principal executive offices at 100 Wellington Street West, 23^rd Floor, Toronto, ON M5K 1A1 (“Birch Hill Equity”). Birch Hill Equity Partners II Ltd., is a wholly owned subsidiary of Birch Hill Equity Partners II Holdings Limited (Birch Hill Holdings”). Appendix B lists the name, position, present principal occupation, and principal business addresses of each of the directors and principal executive officers of OMERS. Appendix C lists the name, position, present principal occupation, and principal business addresses of each of the directors and principal executive officers of Birch Hill Equity. Appendix D lists the name, position, present principal occupation, and principal business addresses of each of the directors and principal executive officers of Birch Hill Holdings Other than as set forth herein, to the knowledge of Constellation, without specific inquiry, none of OMERS, Birch Hill Equity Partners II, Birch Hill Equity, or Birch Hill Holdings, or any of the individuals set out in Appendix B, Appendix C or Appendix D holds shares of Manatron Common Stock.

     During the past five years, none of Constellation or any of its directors or executive officer listed on Appendix A or Constellation, or, to the knowledge of Constellation, without

specific inquiry, OMERS, Birch Hill Equity Partners II, Birch Hill Equity, or Birch Hill Holdings, or the individuals listed on Appendix B, Appendix C, and Appendix D hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     All shares of Manatron Common Stock acquired by Constellation were acquired with the working capital of Constellation. All shares of Manatron Common Stock reported herein as being beneficially owned by any of the directors and executive officers of Constellation were purchased by them using personal funds. None of the shares of Manatron Common Stock that are the subject of this Schedule 13D were acquired with borrowed funds.

Item 4. Purpose of Transaction.

     The shares of Manatron Common Stock reported herein as beneficially owned by Constellation were acquired by it for investment purposes. To the knowledge of Constellation, without specific inquiry, the shares of Manatron Common Stock reported herein as beneficially owned by any person or entity other than Constellation were acquired by such person or entity for investment purposes.

     On December 14, 2006 Constellation delivered to the Issuer a letter (the “Initial Proposal Letter”) containing a non-binding proposal to acquire all of the issued and outstanding Common Stock of the Issuer that Constellation does not currently own, at a valuation of US$ 9.00 per share in cash, in a merger transaction.

     The proposal set forth in the Initial Proposal Letters was rejected by the Board of Directors of the Issuer on December 20, 2006.

     On February 28, 2007, Constellation delivered to the Issuer a new letter (the “Proposal Letter”) containing a non-binding proposal to acquire all of the issued and outstanding Common Stock of the Issuer that Constellation does not currently own, at a valuation of U. S. $10.00 per share in cash, in a merger transaction (the “Proposal”). The Proposal Letter is filed herewith as Exhibit 1 and is incorporated herein by this reference.

     The Proposal is conditioned upon, among other things, the negotiation of mutually acceptable definitive documents and satisfactory completion of confirmatory due diligence. The Proposal Letter shall not create any agreement, arrangement or understanding between Constellation or any other parties with respect to the Issuer or Manatron Common Stock for purposes of any law, rule, regulation, agreement or otherwise, until such time, if any, as definitive documentation and any agreement, arrangement or understanding has been approved and thereafter executed by Constellation, the Issuer and all other appropriate parties. Any proposed transaction would require the approval of the Issuer’s board of directors and stockholders and Constellation’s board of directors. If and when a final proposal from Constellation is submitted to the stockholders of the Issuer for their approval, Constellation intends to vote all share of Manatron Common Stock that are beneficially owned by it for such proposal.

     If an acquisition of the Issuer is consummated by Constellation, Constellation contemplates that the Manatron Common Stock of the Issuer would be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. It is further contemplated that, subsequent to an acquisition, the composition of the Issuer’s board of directors would be changed in a manner to be determined at a later date.

     Constellation intends to review on a continuing basis its investment in the Issuer. Constellation may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer, including having the Issuer take action to facilitate consummation of the Proposal.

     Depending upon the response of the Issuer’s Board of Directors to the Proposal, and subject to compliance with applicable law, Constellation may decide to change its investment in the Issuer. Depending upon the price and availability of the Issuer’s securities, subsequent developments regarding the Issuer and the Proposal, other investments and opportunities available to Constellation, general stock market and other conditions, tax and legal considerations, and other relevant factors, Constellation may elect to either purchase additional shares of the Issuer’s Common Stock or may sell all or a portion of its securities of the Issuer. These transactions could occur in the open market, in privately negotiated transactions, through a public offering or otherwise.

     The information set forth in response to this Item 4 is qualified in its entirety by reference to the Proposal Letter.

Item 5. Interest in Securities of the Issuer.

The percentages set forth in this Item 5 are based on the 5,110,186 shares of Manatron Common Stock that Issuer, in its proxy statement for its 2006 Annual Meeting of Stockholders, reported as outstanding on December 13, 2006.

     (a) (i) Constellation is the beneficial owner of 278,550 shares of Manatron Common Stock, which constitute 5.45% of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006. The number of shares of Manatron Common Stock reported in this section (a)(i) as beneficially owned by Constellation includes all of the shares of Manatron Common Stock reported as beneficially owned by Mark Leonard, but does not include any of the shares of Manatron Common Stock reported as beneficially owned by any other shareholder, director or executive officer of Constellation. The shares of Manatron Common Stock reported as beneficially owned by Mr. Leonard have been attributed to Constellation because he has granted Constellation the right to vote the shares of Manatron Common Stock beneficially owned by him.

          (ii) Mark Leonard is the beneficial owner of 54,992 shares of Manatron Common Stock, which constitute 1.1% of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006. The number of shares of Manatron Common Stock reported in this section (a)(ii) does not include any of the shares of Manatron Common Stock reported as beneficially owned by Constellation or any other shareholder, director or executive officer of Constellation.

          (iii) Except for Mr. Leonard, to the knowledge of Constellation, without specific inquiry, no director or executive officer of Constellation beneficially owns any of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006.

          (iv) To the knowledge of Constellation, without specific inquiry, none of OMERS and its directors and executive officers beneficially owns any of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006.

          (v) To the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity Partners II and its general partner beneficially owns any of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006.

          (vi) To the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity and its directors and executive officers beneficially owns any of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006.

          (vii) To the knowledge of Constellation, without specific inquiry, none of Birch Hill Holdings and its directors and executive officers beneficially owns any of the shares of Manatron Common Stock issued and outstanding as of December 13, 2006.

     (b) (i) Constellation has the power to vote, or to direct the voting of, all of the shares of Manatron Common Stock reported as beneficially owned by it in the response to subsection (a)(i) of this Item 5. Except for the shares of Manatron Common Stock reported as beneficially owned by Mr. Leonard but attributed to it in the response to subsection (a)(i) of this Item 5, Constellation has the power to dispose of, or to direct the disposition of, all of the shares of Manatron Common Stock reported as beneficially owned by it in the response to subsection (a)(i) of this Item 5.

          (ii) Mr. Leonard has granted to Constellation the power to vote, or to direct the voting of, all of the shares of Manatron Common Stock reported as beneficially owned by him in the response to subsection (a)(ii) of this Item 5. Mr. Leonard has the power to dispose of, or to direct the disposition of, all of the shares of Manatron Common Stock reported as beneficially owned by him in the response to subsection (a)(ii) of this Item 5.

          (iii) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (b), to the knowledge of Constellation, without specific inquiry, none of the directors and executive officers of Constellation has the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, any shares of Manatron Common Stock.

          (iv) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (b), to the knowledge of Constellation, without specific inquiry, none of OMERS and its directors and executive officers has the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, any shares of Manatron Common Stock.

          (v) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (b), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity Partners II and its general partner has the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, any shares of Manatron Common Stock.

          (vi) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (b), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity and its directors and executive officers has the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, any shares of Manatron Common Stock.

          (vii) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (b), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Holdings and its directors and executive officers has the power to vote or to direct the voting of, or the power to dispose of or to direct the disposition of, any shares of Manatron Common Stock.

          (c)  Constellation has not effected any transactions in Manatron Common Stock in the last 60 days.

     (d) (i) Except for the shares of Manatron Common Stock reported as beneficially owned by Mr. Leonard but attributed to it in the response to subsection (a)(i) of this Item 5, Constellation has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, all of the shares of Manatron Common Stock reported as beneficially owned by it in the response to subsection (a)(i) of this Item 5.

          (ii) Mr. Leonard has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, all of the shares of Manatron Common Stock reported as beneficially owned by him in the response to subsection (a)(ii) of this Item 5.

          (iii) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (d), to the knowledge of Constellation, without specific inquiry, none of the directors and executive officers of Constellation has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, any shares of Manatron Common Stock.

          (iv) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (d), to the knowledge of Constellation, without specific inquiry, none of OMERS and its directors and executive officers has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, any shares of Manatron Common Stock.

          (v) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (d), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity Partners II and its general partner has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, any shares of Manatron Common Stock.

          (vi) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (d), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Equity and its directors and executive officers has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, of, any shares of Manatron Common Stock.

          (vii) Except as otherwise indicated in subsection (a) of this Item 5 or this subsection (d), to the knowledge of Constellation, without specific inquiry, none of Birch Hill Holdings and its directors and executive officers has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, any shares of Manatron Common Stock.

(e) Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          Except as otherwise described in this Schedule 13D, to the knowledge of Constellation, none of the persons or entities identified in Item 2 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer and none of the securities as to which this Schedule 13D relates are pledged or are otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to be Filed as Exhibits.

Exhibit No.		Description
1		Proposal letter dated March 2, 2007.

SIGNATURES

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

Dated: March 2, 2007

APPENDIX A

PRINCIPAL BUSINESS ADDRESSES OF DIRECTORS OF CONSTELLATION
SOFTWARE INC.

Michael Mazan		Stephen J. Dent
Senior Vice President		Chair
Birch Hill Equity Partners Management Inc.		Birch Hill Equity Partners Management Inc.
100 Wellington St West		100 Wellington St West
PO Box 22		PO Box 22
Suite 2300		Suite 2300
Toronto, Ontario M5K 1A1		Toronto, Ontario M5K 1A1
Canada		Canada
Lisa Melchior		John Young
Vice President		Vice President
OMERS Capital Partners Inc.		OMERS Capital Partners Inc.
Royal Bank Plaza,		Royal Bank Plaza,
South Tower,		South Tower,
200 Bay street, Suite 2010,		200 Bay street, Suite 2010,
Box 6, Toronto, Ontario M5J 2J2		Box 6, Toronto, Ontario M5J 2J2
Canada		Canada
Brian Aune		Stephen Scotchmer
Private Investor		Private Investor
1800 McGill College Avenue		Royal Trust Tower
Suite 3010		Suite 2526
Montreal QC H3A 3J6		Toronto Dominion Centre
Canada		Toronto, ON M5K 1K2
		Canada
Ian McKinnon		Mark Leonard
President & CEO		President
Certicom Corp.		Constellation Software Inc.
5520 Explorer Drive		20 Adelaide St. East
4th floor		Suite 1200
Mississauga Ontario L4W 5L1		Toronto Ontario, M5C 2T6
Canada		Canada

APPENDIX B

PRINCIPAL BUSINESS ADDRESSES OF DIRECTORS AND EXECUTIVE OFFICERS OF OMERS ADMINISTRATION CORPORATION

Directors:

Frederick Biro		David O’Brien
Executive Director		President & Chief Executive Officer
Regional Municipality of Peel Police Services Board		Toronto Hydro Corporation
10 Peel Centre Drive		14 Carlton Street, 9th Floor
Brampton ON L6T 4B9		Toronto ON M5B 1K5
Canada		Canada
David Carrington		Michael Power
Energy Advisor		Mayor
Toronto Hydro Electric System Ltd.		Municipality of Greenstone
Customer Management Service Dept.		P.O. Box 70
5800 Yonge Street, 1st floor		301 East Street
Toronto ON M2M 3T3		Geraldton ON P0T 1M0
Canada		Canada
Ed DeSousa		Peter Routliff
Director of Finance & Treasurer		International Representative
Town of Halton Hills		International Brotherhood of
1 Halton Hills Dr.		Electrical Workers (IBEW)
Halton Hills ON L7G 5G2		300-1450 Meyerside Drive
Canada		Mississauga ON L5T 2N5
		Canada
Richard Faber
Retiree		Gerard Sequeira
9962 Pinetree Crescent		Director, Finance & Administration
Grand Bend ON N0M 1T0		Municipal Property Assessment Corporation (MPAC)
Canada		1305 Pickering Parkway
		Pickering ON L1V 3P2
Rick Miller		Canada
Fire Fighter
Windsor Fire Department		John Weatherup
815 Goyeau Street		President
Windsor ON N9A 1H7		CUPE 400
Canada		Suite 200
		1482 Bathurst Street Toronto ON M5P 3H1
Ann Mulvale Mayor		Canada
Town of Oakville
1225 Trafalgar Road, Box 310		Cameron Weldon
Oakville ON L6J 5A6		Treasurer
Canada		City of Toronto
		55 John Street Metro Hall, 14th Floor
		Toronto ON M5V 3C6
		Canada

Officers:

The principal business address of the following officers is c/o The Ontario Municipal Employees Retirement Board, 10th Floor, One University Avenue, Toronto, ON M5J 2P1 Canada.

Paul Haggis		President and Chief Executive Officer
Jennifer Brown		Senior Vice President, Pension Division
Paul G. Renaud		Acting Senior Vice President & CFO, Finance and Administration Division
Paul Pugh		Senior Vice President, Public Investments
Debbie Oakley		Senior Vice President, Corporate Affairs Division
Selma Lussenburg		Senior Vice President, General Counsel & Corporate Secretary
Flo Paladino		Vice President Human Resources Division
John Liu		Vice President Internal Audit
Michael Latimer		President and CEO, Oxford Properties Group
Michael Nobrega		President and CEO, Borealis Infrastructure
Paul G. Renaud		President and CEO, OMERS Capital Partners

APPENDIX C

BIRCH HILL EQUITY PARTNERS II LTD.

Principal Business: General Partner (for Private Equity Fund)

Principal Address: 100 Wellington Street West, 23^rd Floor, P. O. Box 22, Toronto, ON M5K 1A1 Canada

Directors:

Joseph P. Wiley		Chief Executive Officer
		Birch Hill Equity Partners Management Inc.
		100 Wellington Street West
		PO Box 22, Suite 2300
		Toronto, ON M5K 1A1 Canada
Stephen J. Dent		Chair
		Birch Hill Equity Partners Management Inc.
		100 Wellington Street West
		PO Box 22, Suite 2300
		Toronto, ON M5K 1A1
		Canada
John B. MacIntyre		President
		Birch Hill Equity Partners Management Inc.
		100 Wellington Street West
		PO Box 22, Suite 2300
		Toronto, ON M5K 1A1
		Canada

Executive Officers:

The principal business address of the following executive officers is c/o Birch Hill Equity Partners Management Inc. (as above).

Stephen J. Dent – Chairman
John B. MacIntyre – President
Joseph P. Wiley – CEO
Pierre Schuurmans – COO
Judith E. George — General Counsel & Secretary
Peter Zissis – CFO
Michael Mazan – Sr. Vice President
Michael Salamon – Sr. Vice President
David McCann – Sr. Vice President

APPENDIX D

BIRCH HILL EQUITY PARTNERS II HOLDINGS LIMITED

Principal Business: Holding Company
Principal Address: 100 Wellington Street West, 23^rd Floor, Toronto, ON M5K 1A1

DIRECTORS:

Joseph P. Wiley		Pierre Schuurmans
Chief Executive Officer		Chief Operating Officer
Birch Hill Equity Partners Management Inc.		Birch Hill Equity Partners Management Inc.
100 Wellington Street West		100 Wellington Street West
PO Box 22, Suite 2300		PO Box 22, Suite 2300
Toronto, ON M5K 1A1		Toronto, ON M5K 1A1
Canada		Canada
Stephen J. Dent		Michael Salamon
Chair		Senior Vice President
Birch Hill Equity Partners Management Inc.		Birch Hill Equity Partners Management Inc.
100 Wellington Street West		100 Wellington Street West
PO Box 22, Suite 2300		PO Box 22, Suite 2300
Toronto, ON M5K 1A1		Toronto, ON M5K 1A1
Canada		Canada
John B. MacIntyre
President
Birch Hill Equity Partners Management Inc.
100 Wellington Street West
PO Box 22, Suite 2300
Toronto, ON M5K 1A1
Canada

Executive Officers:

The principal business address of the following executive officers is c/o Birch Hill Equity Partners Management Inc. (as above).

Stephen J. Dent – Chairman		Peter Zissis — CFO
John B. MacIntyre – President		Michael Mazan — Sr. Vice President
Joseph P. Wiley – CEO		Michael Salamon — Sr. Vice President
Pierre Schuurmans – COO		David McCann — Sr. Vice President
Judith E. George — General Counsel & Secretary

EXHIBIT 1—PROPOSAL LETTER

[LETTERHEAD OF CONSTELLATION SOFTWARE INC.]

March 2, 2007

Mr. Paul Sylvester
Chief Executive Officer and Co-Chairman
Manatron Inc.
510 East Milham Ave.
Portage, Michigan 49002

Dear Mr. Sylvester:

     I am approaching you in your role as Chairman of the Board of Directors of Manatron Inc. (the “Company”) in order to propose the acquisition of the Company by Constellation Software Inc. We are willing to make a conditional proposal to acquire the Company’s common stock in exchange for cash equal to US $10.00 per fully diluted common share. As you are aware the Company’s share price, at the close of the NASDAQ yesterday, was US $8.40, so our proposal represents a premium of 19% for holders of the Company common stock.

     This proposal is not binding on Constellation Software Inc. at this time but is extended in sincerity to advance a combination which we believe is in the best interests of the shareholders of both companies.

     This proposal is conditioned on several factors some of which, without limitation, are:

	•		acceptance of this bid as a basis for more detailed discussions by the Company’s board no later than midnight on March 19, 2007;
	•		a timely definitive agreement approved by the boards of both companies;
	•		successfully obtaining all regulatory approvals including, without limitation, the Hart-Scott-Rodino Act;

	•		successful completion of due diligence by Constellation Software Inc. and its agents;
	•		approval by the Securities and Exchange Commission of an appropriate proxy to be distributed to shareholders of the company;
	•		favorable votes as required by applicable Michigan law by the shareholders of the Company; and
	•		such other terms and conditions as are usual and customary in transactions of this sort.

     The Board of Directors of Constellation Software Inc. reserves the right to withdraw this proposal at any time with or without cause.

     Mr. Sylvester, I sincerely hope that you and your Board will respond to this proposal in the constructive spirit in which it is offered. I and my Board believe that a combination of the Company and Constellation Software Inc. will be favorably viewed by the shareholders and customers of the Company.

     If you and your Board have any questions about this proposal which would be helpful to you in reaching what we hope will be a favorable decision, please do not hesitate to contact me.

Yours very truly,

/S/ Barry Symons

Barry Symons
Chief Financial Officer
Constellation Software Inc.