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 15, 2007
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
Michigan
(State or other jurisdiction of incorporation or 38-2007430
organization) (I.R.S. Employer
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 2.02. Results of Operations and Financial Condition.
On May 15, 2007, Compuware Corporation ("Compuware") issued a press
release announcing financial results for its fourth quarter and fiscal year
ended March 31, 2007 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 15, 2007 is furnished with
this Report as Exhibit 99.2.
Item 8.01. Other Events.
Compuware's Board of Directors has authorized management to execute an
amendment to Compuware's Stock Repurchase Agreement with a broker under Rule
10b5-1(c) of the Securities Exchange Act of 1934 to, among other things, extend
the term of the Stock Repurchase Agreement to September 30, 2007. The Stock
Repurchase Agreement may be terminated by Compuware at any time. The amendment
was executed by the parties in accordance with the terms of the Stock Repurchase
Agreement and Rule 10b5-1(c). The Board has also authorized the repurchase of up
to 16 million additional shares of common stock pursuant to the Stock Repurchase
Agreement.
Certain statements in this Current Report on Form 8-K, including but not
limited to statements regarding Compuware's future plans, objectives or expected
performance set forth in the attached press release and this Form 8-K, 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 annual
report on Form 10-K, its quarterly reports on Form 10-Q, and its 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 15, 2007.
99.2 Transcript of conference call held on May 15, 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: May 18, 2007 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 15, 2007.
99.2 Transcript of conference call held on May 15, 2007.