COVSSpincompletion8-K

0001563699-14-000091.txt : 20141105 0001563699-14-000091.hdr.sgml : 20141105 20141105140111 ACCESSION NUMBER: 0001563699-14-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141031 ITEM INFORMATION: Mine Safety - Reporting of Shutdowns and Patterns of Violations ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141105 DATE AS OF CHANGE: 20141105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covisint Corp CENTRAL INDEX KEY: 0001563699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262318591 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36088 FILM NUMBER: 141196277 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 8-K 1 covsspincompletion8-k.htm 8-K COVSSpincompletion8-K





UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2014

COVISINT CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36088




Michigan (State or other jurisdiction of incorporation or organization)	26-2318591 (I.R.S. Employer Identification No.)
One Campus Martius, Suite 700, Detroit, Michigan (Address of Principal Executive Offices)	48226-5099 (Zip Code)
Registrant’s telephone number, including area code (313) 961-4100

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 (see General Instruction A.2. below):




o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01: Change in Control of Registrant

On October 31, 2014, Compuware Corporation (“Compuware”) completed its previously announced distribution of an aggregate of 31,384,920 shares of common stock of Covisint Corporation (“Covisint”), as a pro rata dividend on shares of Compuware common stock, and on shares of Compuware common stock deliverable under restricted stock units relating to Compuware common stock (“RSUs”), outstanding at the close of business on the record date of October 20, 2014. Based on the number of Compuware shares outstanding and shares deliverable under RSUs as of the record date, holders of Compuware common stock received 0.14025466 shares of Covisint common stock in the distribution with respect to each outstanding share of Compuware common stock they owned at the close of business on the record date, and holders of RSUs received 0.14025466 shares of Covisint common stock in the distribution with respect to each share of Compuware common stock deliverable under the RSUs they held at the close of business on the record date. Effective upon the distribution, Compuware is no longer a shareholder of Covisint.

Item 8.01. Other Events

On November 3, 2014, Covisint issued a press release announcing the appointment of Samuel M. Inman, III as Chairman of the Company’s Board of Directors and the appointment of Philip F. Lay as Lead Director of the Company’s Board of Directors. Mr. Paul remains a director of the Company.

The press release announcing the completion of the distribution and these changes to the Company’s Board is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits

99.1 Press Release, dated November 3, 2014.

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.





		COVISINT CORPORATION


Date:	November 5, 2014	By:		/s/ Michael A. Sosin
		Name:	Michael A. Sosin
		Title:	Vice President, General Counsel and Secretary

EX-99.1 2 covs-spinbodnrxfinal.htm EXHIBIT COVS-SpinBODNR-final

Covisint Corporation
One Campus Martius, Suite 700 • Detroit, Michigan 48226
(313) 961-4100

For Immediate Release

November 3, 2014

Covisint Spin-Off From Compuware Completed; Announces Changes to Board of Directors

Names Sam Inman Chairman and Philip Lay Lead Director

DETROIT -- November 3, 2014 -- Covisint Corporation (Nasdaq: COVS), provider of a B2B Cloud Platform that ensures trusted information gets where it needs to go securely and seamlessly, today announced that, on October 31, 2014, Compuware Corporation (Nasdaq: CPWR) completed its previously announced distribution of all of its 31,384,920 shares of Covisint as a pro rata dividend on shares of Compuware common stock. Covisint is now fully independent of Compuware, which no longer owns any Covisint common stock.

Covisint also announced changes to its board structure, with the appointment of Sam Inman as chairman and Philip Lay as lead director. Bob Paul will remain on the board as a director.

“The completion of the spinoff puts Covisint on a path to diversify our shareholder-base as we grow our business,” said Covisint Chairman and CEO Sam Inman. “With the addition of Philip serving as our lead director, the Covisint board has streamlined an effective structure necessary to move Covisint ahead. On behalf of the Covisint board of directors, I would like to thank Bob for his service to Covisint as our chairman”.

“In light of the nature and size of Covisint’s business, and Sam’s extensive board and CEO experience, the board determined that combining the roles of CEO and chairman was the most effective structure for the company,” said Philip Lay, the company’s lead director. “The board intends an active role for the independent directors in the management of the board through a lead director. I am delighted to work with Sam to assist in delivering on Covisint’s significant potential”.

About Covisint

Covisint provides a single entry point for business partners, customers and employees to connect with enterprises that ensures trusted information gets to the right people and place at the right time. Covisint’s B2B Cloud Platform enables solutions that allow enterprises and industries to solve complex information and user management challenges across Business-to-Partner (B2P), Business-to-Customer (B2C) and Business-to-Enterprise (B2E) relationships. Today, Covisint powers, secures and connects more than 212,000 business partners and customers to some of the world's leading global enterprises across multiple industries. Learn more at www.covisint.com.


•	Covisint on Twitter


•	Covisint on LinkedIn


•	Covisint on Facebook

###

Investor Relations Contact

866.319.7659

investors@covisint.com

Page 2

Covisint Spin-Off From Compuware Completed; Announces Changes to Board of Directors

November 3, 2014

Media Contact

Brad Schechter

313.961.5290

bschecht@covisint.com

For Sales and Marketing Information

Covisint Corporation, One Campus Martius, Detroit, MI 48226, 313-961-4100, http://www.covisint.com