As filed with the Securities and Exchange Commission on October 5, 2007
Registration No. 33-70852
- --------------------------------------------------------------------------------
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 1991 Stock Option Plan (ECOSYSTEMS)
Compuware Corporation 1992 Stock Option Plan (ECOSYSTEMS)
Compuware Corporation Stock Option Agreements, Acknowledged
by Letters Dated October 20, 1993
(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.
33-70852 covering 669,776 shares (adjusted to reflect subsequent stock splits)
of its common stock (the "Registered Shares") for issuance under the Compuware
Corporation 1991 Stock Option Plan (ECOSYSTEMS) and the Compuware Corporation
1992 Stock Option Plan (ECOSYSTEMS) (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 64,328 Registered
Shares covered by Registration Statement No. 33-70852 relating to the Terminated
Plans, and is filing this Post-Effective Amendment for such purpose.
Registration Statement No. 33-70852 also registered shares for issuance pursuant
to Compuware Corporation Stock Option Agreements, Acknowledged by Letters Dated
October 20, 1993, 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
----------------------
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
- --------------------------------------------------------------------------------
/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
---------------------------
Dennis W. Archer
----------------------------
Gurminder S. Bedi Director
/s/ William O. Grabe
----------------------------
William O. Grabe Director
/s/ William R. Halling
----------------------------
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
----------------------------
G. Scott Romney Director