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 6, 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 incorporation (I.R.S. Employer
or organization) Identification No.)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 6, 2005, Compuware Corporation ("Compuware") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Adlex, Inc.
("Adlex"), Compuware Acquisition Corp., a newly formed and wholly-owned
Compuware subsidiary (the "Merger Sub"), and Tad Witkowicz as the Adlex
stockholder representative, contemplating the acquisition of Adlex by Compuware.
Adlex, based in Marlborough, Massachusetts, is a privately held company that
provides service delivery management technology that enables internet service
providers and enterprise customers to cost-effectively diagnose and manage
end-user experience and quality of service for business-critical applications.
The Merger Agreement provides for the merger of the Merger Sub with and into
Adlex, with Adlex surviving the merger as a wholly-owned subsidiary of
Compuware.
The purchase price for this transaction is $35.9 million in cash plus
potential additional consideration if Compuware collects certain net license
fees within nine months after the closing. The closing of the transaction is
subject to customary approvals, consents and other conditions, and is expected
to be completed in the first quarter of Compuware's 2006 fiscal year.
A copy of the definitive Merger Agreement is attached as Exhibit 2.6
and is incorporated herein by reference. A copy of the press release dated May
9, 2005 announcing the execution of the agreement is attached as Exhibit 99.1.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.6 Agreement and Plan of Merger dated May 6, 2005 by
and among Compuware Corporation, Compuware
Acquisition Corp., Adlex, Inc., and with respect to
Article VIII, Tad Witkowicz, as Shareholder
Representative.
99.1 Press Release, dated May 9, 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 6, 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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2.6 Agreement and Plan of Merger dated May 6, 2005 by and among Compuware
Corporation, Compuware Acquisition Corp., Adlex, Inc., and with respect to
Article VIII, Tad Witkowicz, as Shareholder Representative.
99.1 Press Release, dated May 9, 2005.