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 2, 2007
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
incorporation 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 January 2, 2007, Compuware Corporation ("Compuware") entered into a
Stock Purchase Agreement with Proxima Technology Group, Inc. ("Proxima") and
each of the shareholders of Proxima (the "Stock Purchase Agreement"), pursuant
to which Compuware acquired all issued and outstanding capital stock of Proxima
for approximately $31 million, net of cash. Proxima, headquartered in Denver,
Colorado, with offices also in the United Kingdom, Germany and Australia, is a
privately held company with approximately 70 employees. Proxima's Centauri
product is a leading business service level solution that helps augment the
ability of customers to manage service delivery from a business perspective.
A copy of the Stock Purchase Agreement is attached as Exhibit 2.7 and is
incorporated herein by reference. A copy of the press release dated January 2,
2007 announcing the Stock Purchase Agreement is attached as Exhibit 99.1. The
foregoing description of the Stock Purchase Agreement is qualified in its
entirety by reference to the Stock Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.7 Stock Purchase Agreement by and among Compuware Corporation, Proxima
Technology Group, Inc., and each of the shareholders of Proxima Technology
Group, Inc. dated as of January 2, 2007.
99.1 Press release dated January 2, 2007
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 5, 2007 By: /s/ Laura L. Fournier
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Laura L. Fournier
Senior Vice President
Chief Financial Officer