S-8 POS 1 d07-72794.txt 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