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): January 26, 2006
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
Michigan 38-2007430
(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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 January 26, 2006, Compuware Corporation ("Compuware") issued a press
release announcing financial results for its third quarter ended December 31,
2005 and certain other information. A copy of the press release is furnished
with the Report as Exhibit 99.1.
A transcript of the conference call held on January 26, 2006 is furnished
with the 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 5.02: Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) and (c):
On January 26, 2006, Compuware Corporation ("Compuware") issued a
press release announcing that, on that date, high-level organizational changes
in the existing executive management team became effective. A copy of the press
release is furnished with the Report as Exhibit 99.1.
Henry A. Jallos has been appointed President and Chief Operating
Officer for Compuware Products. Mr. Jallos, age 57, has served as Executive Vice
President, Global Account Management since October 2001 and as Executive Vice
President, Products Division from September 1998 through October 2001. From
August 1994 through August 1998, Mr. Jallos served as Senior Vice President,
Worldwide Sales.
Robert C. Paul has been appointed President and Chief Operating
Officer for Compuware Covisint. Mr. Paul, age 43, has served as Chief Executive
Officer and President of Covisint since its acquisition in March 2004. He had
spent nearly three years at Covisint prior to the acquisition. Before joining
Covisint, Mr. Paul spent one year as President of SYNAPZ, a division of Future
Three Corporation, and nearly two years as President and Chief Operating Officer
at Coherent Networks International.
Tommi A. White has been appointed President and Chief Operating
Officer for Compuware Services. Ms. White, age 55, has served as Chief Operating
Officer since October 2001. She joined Compuware in August 2001 as Executive
Vice President. Before joining Compuware, Ms. White was Executive Vice
President, Chief Administration and Technology Officer at Kelly Services, Inc.
Ms. White was at Kelly Services, Inc. for nearly nine years
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated January 26, 2006.
99.2 Transcript of conference call held on January 26, 2006.
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: January 27, 2006 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 January 26, 2006.
99.2 Transcript of conference call held on January 26, 2006.