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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) September 7, 1999
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COMPUWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 000-20900 38-2007430
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 737-7300
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ITEM 5. OTHER EVENTS.
On September 7, 1999, Compuware Corporation ("Compuware") entered into
an Asset Purchase Agreement (the "Agreement") among Compuware,
Programart Corporation ("Programart") and certain shareholders of
Programart, pursuant to which Compuware will acquire substantially all
of the assets and assume certain liabilities of Programart.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1. Text of Press Release by Compuware dated September 7, 1999.
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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.
Dated: September 7, 1999 COMPUWARE CORPORATION
By: /s/ Thomas Costello, Jr.
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Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1. Text of Press Release by Compuware dated September 7, 1999.
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EXHIBIT 99.1
NEWS RELEASE
[COMPUWARE CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
SEPTEMBER 7, 1999
COMPUWARE TO ACQUIRE PROGRAMART CORPORATION
STROBE(R) AND APMPOWER(R) TO BRING INDUSTRY LEADING APPLICATION PERFORMANCE
MANAGEMENT CAPABILITY TO COMPUWARE'S PRODUCT LINE
FARMINGTON HILLS, Mich.--September 7, 1999--Compuware Corporation (NASDAQ:
CPWR) and Programart Corporation (Programart) today announced they have entered
into a definitive agreement for Compuware to acquire substantially all the
assets and certain liabilities of Programart, a privately held developer of
application performance management (APM(R)) software.
Founded in 1969, Cambridge, Massachusetts-based Programart develops, markets and
supports APM software products and service offerings that help organizations
manage the performance of their mission-critical applications. APM is a
management discipline that enables enterprise Information Services (IS)
organizations to develop and deliver efficient and responsive applications and
to maintain high standards of application performance throughout the life of the
application.
Programart markets the IT industry's leading application performance management
products: the STROBE MVS Application Performance Measurement System and the
APMpower Application Performance Analysis System. STROBE measures the activity
of online and batch processing applications and produces the Performance
Profile, a hierarchy of reports that pinpoint performance problems and
bottlenecks in mission-critical applications. APMpower guides users through the
application performance analysis process. It offers users a graphical user
interface, analytical aids and performance improvement hints.
Programart products are currently installed at more than 1,200 sites worldwide,
including a wide range of information-intensive industries such as insurance,
financial services, government, telecommunications, retail, banking, utilities
manufacturing and software development.
"Acquiring Programart brings Compuware a new product line that is complementary
to the company's existing product families and broadens the solutions we offer
to help large clients deploy e-commerce," said Joseph A. Nathan, Compuware
President and Chief Operating Officer. "This acquisition puts us squarely in the
application performance management arena and allows us to provide cross-platform
APM solutions that are as effective for legacy applications as they are for
distributed applications. Deployed with our existing product solutions, STROBE
and APMpower offer clients a unique opportunity to evaluate application
performance in maintenance and production environments."
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"The Programart management team believes its APM business can grow at a faster
rate by joining forces with Compuware," said John E. Thron, co-founder and
president of Programart Corporation. "Our customers can continue to look forward
to expanded product lines that meet their APM needs, and they will continue to
receive high-quality technical support. The culture and values of the two
companies are closely aligned, ensuring continuity in the working environment
and increased career opportunities for our employees."
COMPUWARE CORPORATION
Compuware productivity solutions help 14,000 of the world's largest corporations
more efficiently maintain and enhance their most critical business applications.
Providing immediate and measurable return on information technology investments,
Compuware products and services improve quality, lower costs and increase the
speed at which systems can be developed, implemented and supported. Compuware
employs approximately 15,000 information technology professionals worldwide.
With trailing 12-month revenues of more than $1.7 billion, Compuware is the
world leader in client/server development technology. For more information about
Compuware, please contact the corporate offices at 800-521-9353. You may also
visit Compuware on the World Wide Web at www.compuware.com.
PROGRAMART CORPORATION
Programart Corporation is the premier supplier of application performance
management (APM) software products and service offerings to the enterprise IS
community worldwide. More that 1,200 sites worldwide, including 85 of the 100
largest OS/390 sites in North America, rely on Programart's industry leading
STROBE and APMpower product lines to help them reduce the lifetime cost of
applications, meet service level commitments and support corporate growth and
change.
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PRESS CONTACTS:
Christopher M.F. Norris Charlotte Hart
Director, Corporate Communications Vice President Product Strategy/Marketing
Compuware Corporation Programart Corporation
248-737-7506 617-498-4051
