SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 15, 2002
COMSHARE, INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan 0-4096 38-1804887
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
555 Briarwood Circle, Ann Arbor, Michigan 48108
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (734) 994-4800
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On August 19, 2002, Comshare, Incorporated ("Comshare") issued a press release
announcing that Comshare and Codec Systems Limited ("Codec") entered into an
Agreement (the "Standstill Agreement") that resulted in the appointment of
Anthony Stafford to the board of directors, and provides for certain limitations
on Codec's conduct with respect to Comshare and the Comshare common stock owned
by Codec. Mr. Stafford is the Chief Executive Officer of Codec. One additional
independent director will also be added to Comshare's Board of Directors
pursuant to the terms of the Standstill Agreement.
Copies of both the press release issued by Comshare and the Standstill Agreement
are attached as exhibits to this Form 8-K and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
No. Description
10.01 Standstill Agreement dated August 15, 2002
99.01 Press Release dated August 19, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
COMSHARE, INCORPORATED
By: /s/ Brian J. Jarzynski
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Brian J. Jarzynski
August 19, 2002
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EXHIBIT INDEX
No. Description
10.01 Standstill Agreement dated August 15, 2002
99.01 Press Release dated August 19, 2002
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