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): December 8, 2014

Compuware Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-20900

Michigan	38-2007430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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 5.07 Submission of Matters to a Vote of Security Holders.

On December 8, 2014, at a special meeting (the “Special Meeting”) of shareholders of Compuware Corporation (the “Company”), the Company’s shareholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of September 2, 2014 (the “Merger Agreement”), by and among the Company, Project Copper Holdings, LLC, a Delaware limited liability company (“Parent”), and Project Copper Merger Corp., a Michigan corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), providing for the merger of Acquisition Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Acquisition Sub are beneficially owned by affiliates of Thoma Bravo, LLC. At the Special Meeting, the Company’s shareholders also approved, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Finally, the proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting was not submitted for a vote.

The approval to adopt the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of the outstanding shares of the Company’s common stock as of the close of business on October 27, 2014, the record date for the Special Meeting. Approval, by non-binding, advisory vote, of compensation that will or may become payable by the Company to its named executive officers in connection with the Merger required the affirmative vote of a majority of those shares of common stock represented in person or by proxy and voting on the proposal. The vote to approve such compensation was advisory only and the result is not binding on the Company or Parent and is not a condition to completion of the Merger.

The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of 220,851,283 shares of the Company’s common stock, of which 170,719,063 shares, or approximately 77.3% of the issued and outstanding shares, were represented either in person or by proxy. The final voting results with respect to each proposal are set forth below.

Proposal 1: Approval and Adoption of the Agreement and Plan of Merger

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
169,858,977	630,308	229,778	0

Proposal 2: Advisory Vote to Approve Executive Compensation

VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
154,976,243	3,495,343	12,247,477	0

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Item 8.01 Other Events.

On December 8, 2014, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 8, 2014.

SIGNATURE

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
Dated: December 8, 2014	/s/Joseph R. Angileri
	Name:	Joseph R. Angileri
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE COMPUWARE CORPORATION
Corporate Headquarters One Campus Martius •Detroit, Michigan 48226 (313) 227-7300

For Immediate Release

December 8, 2014

COMPUWARE SHAREHOLDERS APPROVE DEFINITIVE AGREEMENT TO BE ACQUIRED BY THOMA BRAVO

Transaction Valued at Approximately $2.4 Billion

DETROIT, MI—December 8, 2014—Compuware Corporation (NASDAQ: CPWR) announced that at the special meeting of Compuware shareholders held earlier today, shareholders voted to approve the proposed definitive merger agreement with Thoma Bravo, LLC.

The transaction follows a thorough review by the Compuware Board of Directors of strategic options for Compuware. More than 99% of the shares voting at the special meeting voted in favor of the adoption of the merger agreement. The CEO of Compuware, Bob Paul, stated, “The acquisition by Thoma Bravo provides a great value proposition for Compuware’s shareholders and we are very pleased with the level of support this transaction has received from our shareholders.”

Upon completion of the merger, valued at approximately $2.4 billion, Compuware shareholders will have received an aggregate value of $10.75 per share for each share of Compuware common stock they own as of the effective time of the merger, which includes a net cash payment of $10.389188 per share of common stock (after deducting the corporate level taxes associated with the Covisint spin-off to Compuware shareholders) as well as the per-share value of the Covisint shares distributed to holders of Compuware equity as of October 20, 2014, the record date for the Covisint spin-off. The companies currently expect the merger to be completed later this month, following the satisfaction or waiver of all conditions to the merger.

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About Compuware Corporation

Compuware Corporation is the technology performance company, and we exist solely to help our customers optimize the performance of their most important and innovative technologies—those that drive their businesses forward. Today, more than 7,100 companies, including many of the world’s largest organizations, depend on Compuware and our new generation approach to performance management to do just that. Learn more at www.compuware.com.

About Thoma Bravo, LLC

Thoma Bravo is a leading private equity investment firm building on a 30+ year history of providing equity and strategic support to experienced management teams and growing companies. The firm seeks to create value by collaborating with company management to improve business operations and provide capital to support growth initiatives. Thoma Bravo invests with a particular focus on application and infrastructure software and technology enabled services. The firm currently manages a series of private equity funds representing more than $7.5 billion of equity commitments. For more information, visit www.thomabravo.com.

COMPUWARE SHAREHOLDERS APPROVE DEFINITIVE AGREEMENT TO BE ACQUIRED BY THOMA BRAVO

December 8, 2014

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Forward-looking statements

All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning the Company’s intent to consummate a merger with an affiliate of Thoma Bravo. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the definitive merger agreement may be terminated in circumstances that require the Company to pay Thoma Bravo a termination fee of $83.4 million and/or reimbursement of their expenses of up to $4.0 million; (iii) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (iv) risks regarding the failure of the relevant Thoma Bravo affiliate to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on the Company’s business relationships (including, without limitation, customers and suppliers), operating results and business generally; and (vi) risks related to obtaining the requisite consents to the merger, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various domestic and foreign governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in Compuware’s SEC reports, including but not limited to the risks described in Compuware’s Annual Report on Forms 10-K and 10-K/A for its fiscal year ended March 31, 2014 and Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2014 and September 30, 2014. Compuware assumes no obligation and does not intend to update these forward-looking statements.

Contacts

Compuware Corporation

Lisa Elkin

313-227-7345

Lisa.Elkin@compuware.com

Thoma Bravo

Jeff Segvich

LANE (for Thoma Bravo, LLC)

503-546-7870

jeff@lanepr.com