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As filed with the Securities and Exchange Commission on October 27, 1999
Registration No. 333-53371
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DATA PROCESSING RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
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California 95-3931443
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18301 Von Karman Avenue, Suite 600
Irvine, California 92612
(949) 553-1102
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(Address, including zip code, and telephone number,
including area of code of registrant's principal executive offices)
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Richard D. Tipton, Esq.
Vice President, General Counsel and Secretary
Data Processing Resources Corporation
18301 Von Karman Avenue, Suite 600
Irvine, California 92612
(949) 553-1102
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Elaine R. Levin, Esq.
Riordan & McKinzie
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626-1924
(714) 433-2900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]_____________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPLANATORY NOTE
The Registrant registered the resale of $115,000,000 aggregate
principal amount of its 5 1/4% Convertible Subordinated Notes due 2005 (the
"Notes") and an indeterminate number of shares of its common stock ("Common
Stock") issuable upon conversion of the Notes on Form S-3 (File No. 333-53371)
(the "Registration Statement") which was declared effective by the Securities
and Exchange Commission on June 11, 1998.
On August 26, 1999, the Registrant merged (the "Merger") with a
subsidiary of Compuware Corporation, a Michigan corporation ("Acquiror"), and,
as a result of the Merger, is now a wholly owned subsidiary of Acquiror.
Following the consummation of the Merger, each Note, upon conversion by the
holder, is entitled to receive only the merger consideration of $24.00 per share
in cash, without interest, so no shares of Common Stock will be issued upon
conversion of the Notes.
In addition, in connection with the Merger, the Indenture under which
the Notes were issued required the Registrant to commence a repurchase offer
with respect to all of the Notes upon a change of control. The Registrant
repurchased all of the Notes tendered in the repurchase offer. At the conclusion
of the repurchase offer, only $10,000 of Notes remained outstanding.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the Registration Statement and to deregister the
remaining $24,735,000 aggregate principal amount of Notes and all of the shares
of Common Stock originally registered thereby which remain unissued as of such
termination.
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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 on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irvine, State of California, on October 27, 1999.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Richard D. Tipton
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Richard D. Tipton
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Eliot R. Stark President and Director October 27, 1999
- ------------------------------------------ (Principal Executive Officer)
Eliot R. Stark
/s/ James A. Adams Vice President and October 27, 1999
- ------------------------------------------ Chief Financial Officer
James A. Adams (Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas Costello, Jr. Director October 27, 1999
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Thomas Costello, Jr.
/s/ Phyllis Recca Director October 27, 1999
- ------------------------------------------
Phyllis Recca
</TABLE>
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