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): July 10, 2007
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
---------------------
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 July 10, 2007, Compuware Corporation ("Compuware") issued a press
release announcing financial results for its first quarter ended June 30, 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 July 10, 2007 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) Departure of Principal Officer:
On July 10, 2007, Compuware Corporation also announced that its President
and Chief Operating Officer of Compuware Products Division, Henry A. Jallos, has
resigned his position with the company, effective immediately. A copy of the
press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated July 10, 2007.
99.2 Transcript of conference call held on July 10, 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: July 12, 2007 By: /s/ Laura L. Fournier
--------------------------
Laura L. Fournier
Senior Vice President
Chief Financial Officer
INDEX OF EXHIBITS
Exhibit No. Description
----------- ----------------------------------------------------
99.1 Press Release, dated July 10, 2007.
99.2 Transcript of conference call held on July 10, 2007.