As filed with the Securities and Exchange Commission on October 5, 2007
Registration No. 33-57364
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUWARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-2007430
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Campus Martius, Detroit, Michigan 48226-5099
(313) 227-7300
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
Compuware Corporation 1986 Incentive Stock Option Plan
Compuware Corporation 1990 Stock Option Plan
Compuware Corporation 1990 Stock Option Plan (CENTURA)
Compuware Corporation 1992 Stock Option Plan
Compuware Corporation Stock Option Plan for Non-Employee Directors
Compuware Corporation Fiscal 1993 Stock Option Plan
(Full Title of the Plan)
Thomas M. Costello, Jr.
Senior Vice President, General Counsel and Secretary
One Campus Martius
Detroit, MI 48226-5099
(313) 227-7300
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
EXPLANATORY NOTE
Compuware Corporation (the "Registrant") has filed Registration Statement No.
33-57364 covering 50,232,240 shares (adjusted to reflect subsequent stock
splits) of its common stock (the "Registered Shares") for issuance under the
Compuware Corporation 1986 Incentive Stock Option Plan, the Compuware
Corporation 1990 Stock Option Plan and the Compuware Corporation 1990 Stock
Option Plan (CENTURA) (the "Terminated Plans"). The Registrant does not intend
to make further grants under the Terminated Plans and there are no options
outstanding under the Terminated Plans. As a result, the Registrant now desires
to discontinue the registration of the remaining 33,628,080 Registered Shares
covered by Registration Statement No. 33-57364 relating to the Terminated Plans,
and is filing this Post-Effective Amendment for such purpose. Registration
Statement No. 33-57364 also registered shares for issuance pursuant to the
Compuware Corporation 1992 Stock Option Plan, the Compuware Corporation Stock
Option Plan for Non-Employee Directors and the Compuware Corporation Fiscal 1993
Stock Option Plan, which are not being deregistered by this Post-Effective
Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan on October 5, 2007.
COMPUWARE CORPORATION
By: /s/ Laura L. Fournier
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Laura L. Fournier
Senior Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on October 5, 2007.
Signature Title
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/s/ Peter Karmanos, Jr. Chairman of the Board, Chief Executive
---------------------------- Officer and Director (principal
Peter Karmanos, Jr. executive officer)
/s/ Laura L. Fournier Senior Vice President, Chief Financial
--------------------------- Officer and Treasurer (principal
Laura L. Fournier financial officer and principal
accounting officer)
/s/ Dennis W. Archer Director
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Dennis W. Archer
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Gurminder S. Bedi Director
/s/ William O. Grabe
----------------------------
William O. Grabe Director
/s/ William R. Halling
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William R. Halling Director
/s/ Faye Alexander Nelson
----------------------------
Faye Alexander Nelson Director
/s/ Glenda D. Price
----------------------------
Glenda D. Price Director
/s/ W. James Prowse
----------------------------
W. James Prowse Director
/s/ G. Scott Romney
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G. Scott Romney Director