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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
COMPUWARE CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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COMPUWARE CORPORATION
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Corporate Headquarters
31440 NORTHWESTERN HIGHWAY, FARMINGTON HILLS, MICHIGAN 48334-2564
(810) 737-7300 Compuware Logo
March 6, 1997
Dear Compuware Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Compuware Corporation to be held at 3:00 p.m., Eastern Standard Time on
Thursday, April 3, 1997. The meeting will be held at Compuware's corporate
offices, 31440 Northwestern Highway, Farmington Hills, Michigan.
The following pages contain the formal Notice of the Special Meeting and
the Proxy Statement. You may wish to review this material for information
concerning the business to be conducted at the meeting.
If your shares are currently held in the name of your broker, bank or other
nominee and you wish to attend the meeting, you should obtain a letter from your
broker, bank or other nominee indicating that you are the beneficial owner of a
stated number of shares of stock as of the March 3, 1997 record date. This will
help facilitate registration at the meeting.
Your vote is important. Whether you plan to attend the meeting or not, we
urge you to complete, sign and return your proxy card as soon as possible. This
will ensure representation of your shares in the event you are unable to attend
the meeting. You may, of course, revoke your proxy and vote in person at the
meeting if you so desire.
Sincerely,
Peter Karmanos, Jr.
Peter Karmanos, Jr.
Chairman & Chief Executive Officer
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COMPUWARE CORPORATION
31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MICHIGAN 48334-2564
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders:
Please take notice that a Special Meeting of Shareholders of Compuware
Corporation (the "Company") will be held at the Company's corporate offices at
31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564 on Thursday,
April 3, 1997 at 3:00 p.m., Eastern Standard Time, to consider and act upon the
following matters:
(1) The amendment of the Company's Restated Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock,
$0.01 par value, from 80,000,000 shares to 200,000,000 shares.
(2) Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 3, 1997 will
be entitled to vote at the meeting.
Your attention is called to the attached Proxy Statement and the
accompanying proxy card. You are requested to sign and return the proxy card in
the enclosed envelope. If you attend the meeting, you may withdraw your proxy
and vote your shares.
By Order of the Board of Directors,
Thomas Costello, Jr.
Thomas Costello, Jr.
Secretary
Farmington Hills, Michigan
March 6, 1997
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PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
OF
COMPUWARE CORPORATION
INTRODUCTION
This Proxy Statement and the accompanying proxy card are first being mailed
on or about March 6, 1997, to shareholders of record on March 3, 1997 of
Compuware Corporation ("Compuware" or the "Company") in connection with the
solicitation by the Company's Board of Directors of proxies from holders of
Compuware Common Stock, $.01 par value per share ("Common Stock"), for use at
the Special Meeting of Shareholders to be held at 3:00 p.m., Eastern Standard
Time, on Thursday, April 3, 1997, at Compuware Corporation, 31440 Northwestern
Highway, Farmington Hills, Michigan 48334-2564, and at any adjournment or
adjournments thereof.
We urge you to sign, date and mail your proxy card promptly to make certain
that your shares will be voted at the meeting.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted by filing with the Secretary of Compuware a written notice of
revocation bearing a date later than the proxy, by duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of
Compuware, or by attending the Special Meeting and voting in person. Attendance
at the Special Meeting will not in and of itself operate to revoke a proxy. Any
written notice of revocation should be sent to: Secretary, Compuware
Corporation, 31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564.
The principal executive offices of Compuware are located at 31440
Northwestern Highway, Farmington Hills, Michigan 48334-2564, and the telephone
number is (810) 737-7300.
GENERAL INFORMATION
The expense of soliciting proxies, including the cost of preparing,
printing and mailing the Notice of the Special Meeting of Shareholders, the
Proxy Statement and the accompanying proxy card, will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone or telegraph, by directors, officers and regular employees
of the Company, without special compensation therefor. The Company has also
retained Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt,
New Jersey 07072-2586 to assist in the solicitation of proxies, for an
approximate cost of $4,500, plus reasonable expenses. Brokers and other persons
holding stock in their names, or in the names of nominees, will be requested to
forward proxy material to the beneficial owners of the stock and to obtain
proxies, and the Company will defray reasonable expenses incurred in forwarding
such material.
Holders of shares of Common Stock of record at the close of business on
March 3, 1997 are entitled to notice of, and to vote at the Special Meeting of
Shareholders. There are outstanding on March 3, 1997, 42,909,370 shares of
Common Stock, the only class of stock outstanding. Each share is entitled to one
vote. The presence, in person or by proxy, of the holders of record of a
majority of the outstanding shares of Common Stock, or 21,454,686 shares, is
necessary to constitute a quorum for the transaction of business at the meeting
or at any adjournment thereof.
All proxies signed and returned to the Company will be voted, if not
otherwise specified thereon, for approval of the proposal to amend the Company's
Restated Articles of Incorporation described herein.
Management of the Company knows of no other matters to come before the
Special Meeting. If any other matters requiring a shareholder vote properly come
before the meeting, the persons appointed proxy on the enclosed proxy card will
vote with respect to such matters in accordance with his best judgment.
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PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
Article III(1) of the Company's Restated Articles of Incorporation
presently provides for an authorized capitalization of the Company of 80,000,000
shares of Common Stock, $0.01 par value per share, and 5,000,000 shares of Class
A Preferred Stock, no par value. As of March 3, 1997, none of the shares of
Class A Preferred Stock were issued and outstanding, and 42,909,370 shares of
Common Stock were issued and outstanding with a total of 2,246,389 additional
shares of Common Stock reserved for issuance upon exercise of stock options
granted and available for grant under the Company's stock option plans or upon
purchase under the Company's employee stock purchase plan.
The Board of Directors of the Company has proposed an amendment to Article
III(1) of the Company's Restated Articles of Incorporation to increase, from
80,000,000 to 200,000,000 the number of authorized shares of Common Stock. A
copy of Article III(1) showing the proposed amendment is set forth in Exhibit A.
If the proposal is approved by the shareholders of the Company, the
additional 120,000,000 shares of Common Stock so authorized will be available
for issuance by the Board of Directors of the Company for stock splits or stock
dividends, acquisitions, raising additional capital, stock options or other
corporate purposes. On January 21, 1997, the Board of Directors of the Company
approved a two-for-one stock split, to be affected by means of a 100% stock
dividend, to be payable on April 14, 1997 to holders of record of the Company's
Common Stock as of April 4, 1997, subject to the approval of this proposal by
the Company's shareholders.
The Company does not anticipate that it would seek authorization from the
shareholders for issuance of any other additional shares in the future unless
required by applicable law or regulation. Any additional shares, when issued,
would have the same rights and preferences as the shares of Common Stock
presently outstanding. There are no preemptive rights available to shareholders
in connection with the issuance of any such shares.
One of the effects of the amendment, if adopted, may be to enable the Board
to render it more difficult to, or discourage an attempt to, obtain control of
the Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of present management. The Board would, unless
prohibited by applicable law, have additional shares of Common Stock available
to effect transactions (including private placements) in which the number of the
Company's outstanding shares would be increased and would thereby dilute the
interest of any party attempting to gain control of the Company. Such action,
however, could discourage an acquisition of the Company which shareholders might
view as desirable. In addition, since the Company's shareholders have no
preemptive rights to purchase additional shares of Common Stock issued, the
issuance of such shares could dilute the interests of current shareholders of
the Company.
The approval of this proposal to amend the Company's Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
requires the affirmative vote of the holders, as of the record date, of the
majority of the outstanding shares of Common Stock. Abstentions and broker
non-votes will not be deemed affirmative votes, and will have the same effect as
a negative vote on the proposal. Such votes, however, will be counted in
determining whether a quorum is present. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE APPROVAL OF THE AMENDMENT TO ARTICLE III(1) OF THE COMPANY'S
ARTICLES OF INCORPORATION.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows as of March 3, 1997 the beneficial ownership of
Compuware Common Stock by each person known by Compuware Corporation to own 5%
or more of Compuware Corporation Common Stock, by each director, by each
executive officer, and by all directors and executive officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL PERCENT
NAME OWNERSHIP(1) OF CLASS
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<S> <C> <C>
Ralph A. Caponigro.......................................... 114,743(2) *%
Thomas Costello, Jr......................................... 18,630(3) *
Stephen H. Fagan............................................ 280,492(4) *
Henry A. Jallos............................................. 114,103(5) *
Peter Karmanos, Jr.......................................... 6,661,115(6) 15.1
Denise A. Knobblock......................................... 5,763(7) *
Shiela Dietz McKinnon....................................... 2,033(8) *
Joseph A. Nathan............................................ 310,581(9) *
W. James Prowse............................................. 587,230(10) 1.4
John N. Shevillo............................................ 116,739(11) *
Eliot Stark................................................. 10,000(12) *
Thomas Thewes............................................... 1,849,225(13) 4.3
Bernard M. Goldsmith........................................ 31,250(14) *
William O. Grabe............................................ 6,250(15) *
William Halling............................................. 500(16) *
G. Scott Romney............................................. 6,600(17) *
Lowell Weicker.............................................. 100(18) *
By all executive officers and directors as a group (17
persons).................................................. 7,368,318 16.5
Massachusetts Financial Services............................ 3,224,000(19) 7.5
AIM Management Group........................................ 2,780,000(20) 6.5
Wisconsin Investment Board.................................. 2,600,000(21) 6.1
</TABLE>
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* Less than one percent.
(1) Except as otherwise noted, each beneficial owner identified in this table
has sole investment power with respect to the shares shown in the table to
be owned by the parson or entity.
(2) Includes (i) 3,185 shares held for Mr. Caponigro through the Company's
ESOP; and (ii) 111,558 option shares which are fully vested.
(3) Includes (i) 9,020 shares held for Mr. Costello through the Company's ESOP;
(ii) 100 shares held by Mr. Costello's children, (iii) 8,610 option shares
which are fully vested, and (iv) 900 option shares vesting within 60 days.
(4) Includes (i) 67 shares held for Mr. Fagan through the Company's ESOP; and
(ii) 280,425 option shares which are fully vested.
(5) Includes (i) 4,153 shares held for Mr. Jallos through the Company's ESOP;
and (ii) 109,950 option shares which are fully vested.
(6) Includes (i) 473,294 shares held by Mr. Karmanos's trust; (ii) 5,494,421
shares Mr. Karmanos is entitled to vote pursuant to shareholder agreements
with certain shareholders; (iii) 47,200 shares held for Mr. Karmanos
through the Company's ESOP; and (iv) 646,200 option shares which are fully
vested. The shareholder group referenced in (ii) above includes shares
beneficially owned by (a) the Karmanos Partnership, Thomas Thewes, the
Thewes 1995 Trust, the Beverly Thewes Trust, Michael J. Lobsinger, W. James
Prowse, Joseph A. Nathan, Allen B. Cutting Trust, Joan L. Cutting Trust,
the Allen B. Cutting Foundation, Long Family Trust, Long Family Charitable
Remainder Unitrust, William D. and Kay K. Long Charitable Remainder
Unitrust, Harris Trust and Harris Family Charitable Remainder Unitrust
(under a shareholder agreement, dated November 5, 1992, as amended) and (b)
General
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Atlantic Partners II, L.P., General Atlantic Partners, LLC, and
GAP-Amsterdam Partners, L.P. (under a shareholder agreement, dated October
22, 1992).
(7) Includes (i) 56 shares owned directly by Ms. Knobblock; (ii) 3,306 shares
held for Ms. Knobblock through the Company's ESOP; (iii) 1,838 option
shares which are fully vested; and (iv) 563 option shares vesting within 60
days.
(8) Includes (i) 283 shares held for Ms. McKinnon through the Company's ESOP;
(ii) 1,350 option shares which are fully vested; and (iii) 400 option
shares vesting within 60 days.
(9) Includes (i) 2,500 shares owned directly by Mr. Nathan; (ii) 22,881 shares
held for Mr. Nathan through the Company's ESOP; and (iii) 285,200 option
shares which are fully vested.
(10) Includes (i) 237,000 shares held by Mr. Prowse's trust; (ii) 34,030 shares
held for Mr. Prowse through the Company's ESOP; and (iii) 316,200 option
shares which are fully vested.
(11) Includes (i) 23,900 shares held by Mr. Shevillo; (ii) 9,739 shares held for
Mr. Shevillo through the Company's ESOP; (iii) 83,100 option shares which
are fully vested.
(12) Includes 10,000 option shares which are fully vested.
(13) Includes (i) 1,818,440 shares held by Mr. Thewes's trusts; (ii) 29,535
shares held for Mr. Thewes through the Company's ESOP; and (iii) 1,250
option shares vesting within sixty days.
(14) Includes (i) 10,000 shares owned directly by Mr. Goldsmith; (ii) 20,000
option shares which are fully vested; and (iii) 1,250 option shares vesting
within sixty days.
(15) Includes (i) 5,000 option shares which are fully vested; and (ii) 1,250
option shares vesting within sixty days.
(16) Includes 500 shares held by Mr. Halling.
(17) Includes (i) 100 shares owned directly by Mr. Romney; (ii) 250 shares owned
by Mr. Romney's wife; (iii) 5,000 option shares which are fully vested; and
(iv) 1,250 option shares vesting within sixty days.
(18) Includes 100 shares held by Mr. Weicker.
(19) The address for Massachusetts Financial Services is 500 Boylston Street,
Boston, Massachusetts 02116.
(20) The address for AIM Management Group is 11 East Greenway Plaza, Houston,
Texas 77046-1104.
(21) The address for Wisconsin Investment Board is P.O. Box 7842 Madison,
Wisconsin 53707.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered for shareholder action
at the 1998 Annual Meeting if they do so in accordance with the appropriate
regulations of the Securities and Exchange Commission. Any such proposals must
be submitted to the Company's Secretary no later than March 31, 1997.
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EXHIBIT A
AMENDMENT TO ARTICLE III(1)
OF THE ARTICLES OF INCORPORATION
OF COMPUWARE CORPORATION
1. The total authorized capital stock is:
Common Shares: 200,000,000 shares, Common Stock, $0.01 Par Value Preferred
Shares: 5,000,000 shares, Class A Preferred Stock, No Par Value
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<TABLE>
<CAPTION>
<S><C>
[X]PLEASE MARK VOTE
AS IN THIS EXAMPLE
For Against Abstain
Amend Company's Restated [ ] [ ] [ ]
Articles of Incorporation to
increase the number of
authorized shares of the
Company's Common Stock $0.01
par value, from 80,000,000
shares to 200,000,000 shares
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date Mark box at right if comments or [ ]
address change have been noted on the
reverse side of this card.
________Shareholder sign here___________Co-owner sign here________
</TABLE>
DETACH CARD DETACH CARD
COMPUWARE CORPORATION
Dear Shareholder:
The enclosed proxy card relates to the April 3, 1997 Special Meeting of
Shareholders of Compuware Corporation. Also enclosed is a Notice of Meeting and
a Proxy Statement.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the box on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy card in the enclosed
postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders on April
3, 1997.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Compuware Corporation
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COMPUWARE CORPORATION
The undersigned hereby appoints as Proxies, Thomas Costello, Jr. or W. James
Prowse, with Power of Substitution, to vote the shares of Common Stock which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
Compuware Corporation, to be held on April 3, 1997 and at any adjournment(s)
thereof.
The Proxy will vote your shares in accordance with your directions on this card.
If you do not indicate your choices on this card, the Proxy will vote your
shares FOR the proposal.
Comments/Address Change:
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