UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2005
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
Michigan 38-2007430
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Campus Martius, Detroit, Michigan 48226-5099
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (313) 227-7300
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written Communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 5, 2005, Compuware Corporation ("Compuware") issued a press release
announcing financial results for its fourth quarter and fiscal year ended March
31, 2005 and certain other information. A copy of the press release is furnished
with this Report as Exhibit 99.1.
A transcript of the conference call held on May 5, 2005 is furnished with
this Report as Exhibit 99.2.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, including but not
limited to statements set forth in the attached press release, may constitute
forward-looking statements. These forward looking statements involve a number of
known and unknown risks, uncertainties and other factors that may cause such
forward-looking statements not to be realized and that could cause actual
results to differ materially from Compuware's expectations in these statements.
For more information about other risks that could affect the forward-looking
statements herein, please see Compuware's most recent quarterly report on Form
10-Q, annual report on Form 10-K and other filings made with the Securities and
Exchange Commission. Compuware expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements to reflect
any changes in expectations, or any change in events or circumstances on which
those statements are based, unless otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated May 5, 2005.
99.2 Transcript of conference call held on May 5, 2005.
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 hereunto duly authorized.
COMPUWARE CORPORATION
Date: May 5, 2005 By: /s/ Laura L. Fournier
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Laura L. Fournier
Senior Vice President
Chief Financial Officer
INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Press Release, dated May 5, 2005.
99.2 Transcript of conference call held on May 5, 2005.