8-K

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):  March 14, 2012

Compuware Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-20900

Michigan (State or other jurisdiction of incorporation or organization)	38-2007430 (I.R.S. Employer Identification No.)
One Campus Martius, Detroit, Michigan (Address of Principal Executive Offices)	48226-5099 (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 1.01.  Entry into a Material Defintive Agreement.

On March 9, 2012, the Board of Directors of Compuware Corporation (the “Company”) authorized the Company to execute an amendment (the “Amendment”) to the Rights Agreement, dated as of October 25, 2000, between the Company and Equiserve Trust Company, N.A., now known as Computershare Trust Company, N.A. (as previously amended, the “Rights Agreement”), which provides for the right to purchase one two-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $40.00 per one two-thousandth of a Preferred Share.  The Amendment, executed by the parties on March 14, 2012 as of March 9, 2012, changes the “Final Expiration Date,” as defined in the Rights Agreement, from May 9, 2012 to May 9, 2015. A copy of the Amendment is filed as an exhibit to this report on Form 8-K and is incorporated herein by reference.

In connection with the Board’s approval of the Amendment, it currently intends to ask shareholders at the 2012 annual meeting to vote on a non-binding ratification proposal with respect to the Rights Agreement as amended.  Further information regarding the proposal will be included in the Company’s annual meeting proxy statement.  This report on Form 8-K is not intended to be a solicitation of proxies in connection with the annual meeting.

Item 3.03.  Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

           (c) Exhibits.

4.13 Amendment No. 4 to Rights Agreement, dated as of March 9, 2012.

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: March 15, 2012	By:	/s/ Laura L. Fournier
		Laura L. Fournier
		Executive Vice President
		Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.	Description
4.13	Amendment No. 4 to Rights Agreement, dated as of March 9, 2012.

EX-4.13

Exhibit 4.13

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

This Amendment No. 4 (“Amendment”), dated as of March 9, 2012, to the Rights Agreement, dated as of October 25, 2000 (as amended to date, the “Rights Agreement”), between Compuware Corporation, a Michigan corporation (the “Company”), and Equiserve Trust Company, N.A., a National Banking Association, now known as Computershare Trust Company N.A., (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement specifying the terms of the Rights (as defined therein);

WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 28 of the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:

1.           The definition of “Final Expiration Date” is amended and restated in its entirety as follows:

  “Final Expiration Date” shall mean the Close of Business on May 9, 2015.

2.           The Form of Right Certificate attached to the Agreement as Exhibit B, as amended, is hereby amended by replacing all references to “May 9, 2012” therein with “May 9, 2015”.

3.           The Summary of Rights to Purchase Preferred Shares attached to the Agreement as Exhibit C, as amended, is hereby amended by replacing all references to “May 9, 2012” therein with “May 9, 2015”.

4.           The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

5.           Except as amended by this Amendment, the Rights Agreement shall remain in full force and effect.

6.           This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

COMPUWARE CORPORATION	COMPUTERSHARE TRUST COMPANY, N.A.
By:      /s/Daniel S. Follis, Jr.	By:      /s/ Dennis V. Moccia
Name: Daniel S. Follis, Jr.	Name: Dennis V. Moccia
Title:  V. P., General Counsel and Secretary	Title:   Manager, Contract Administration