<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1999
Registration No. 333-76097
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUWARE CORPORATION
(Exact name of Registrant as specified in charter)
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MICHIGAN 7371, 7372 38-2007430
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer Identification
incorporation or organization) classification code number) No.)
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31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MICHIGAN 48334-2564
(248) 737-7300
(Address, including zip code and telephone number, including
area code, or registrant's principal executive offices)
------------------------
PETER KARMANOS, JR., CHAIRMAN
COMPUWARE CORPORATION
31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MICHIGAN 48334-2564
(248) 737-7300
(Name, address, including zip code, and telephone number,
including area code, of agent for service for Registrant)
COPIES TO:
DONALD J. KUNZ, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
(313) 256-7800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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, 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(d)
under the Securities Act, 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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common Stock.......................... $19,383,483 $5,389
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(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low prices of the Common Stock as reported
on the Nasdaq Stock Market on April 8, 1999 in accordance with Rule 457(c)
of the General Rules and Regulations under the Securities Act of 1933, as
amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
1,021,864 Shares
COMPUWARE CORPORATION
Common Stock
(Par Value $0.01 per Share)
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Compuware Corporation
31440 Northwestern Highway
Farmington Hills, Michigan 48334
(248) 737-7300
- - The 1,021,864 shares of Common Stock are being offered by the Selling
Shareholders described in this Prospectus under "Selling Shareholders."
- - We will not receive any of the proceeds from the offering.
- - Our Common Stock is quoted on the Nasdaq National Market under the symbol
"CPWR".
- - On July 14, 1999, the last reported sale price for the Common Stock, as
reported on the Nasdaq National Market, was $34.50 per share.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July , 1999
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Prospectus Summary.......................................... 3
Risk Factors................................................ 5
Use of Proceeds............................................. 9
Dividend Policy............................................. 9
Selling Shareholders........................................ 10
Plan of Distribution........................................ 11
Legal Matters............................................... 11
Experts..................................................... 11
Where You Can Find More Information......................... 11
Cautionary Statement Regarding Forward-Looking Statements... 12
</TABLE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY SELLING SHAREHOLDER. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION TO ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this Prospectus.
The summary is not complete and does not contain all of the information that you
should consider before investing in the Common Stock. You should read the entire
Prospectus carefully. Throughout the Prospectus, we use the term "we" or "the
Company" to refer to Compuware Corporation, a business corporation organized
under Michigan law.
THE COMPANY
We provide software products and professional services designed to increase
the productivity of the information systems departments of our target market,
the 20,000 largest enterprises worldwide. We have historically focused on the
testing and implementation environment in the mainframe market, where we have
extensive experience and have established long-term customer relationships. We
also operate in the client/server market, with products and professional
services in the application development, testing and implementation and systems
management environments.
- - OUR BUSINESS STRATEGY
Our focus is to provide products and professional services to improve the
productivity of both mainframe and client/server programmers and analysts in our
target market, the 20,000 largest enterprises worldwide deploying data
processing technology.
- - PRODUCTS DIVISION
We will continue to develop, market and support high-quality testing and
implementation programmer productivity software as well as client/server
application development, testing and implementation and systems management
software and to work closely with our customers to meet their evolving needs.
- - PROFESSIONAL SERVICES DIVISION
We offer a broad range of professional services, including business systems
analysis, design and programming, software conversion, systems planning and
systems consulting. Our business approach to professional services delivery
emphasizes the hiring of experienced staff, extensive ongoing training, high
staff utilization and immediate, productive deployment of new personnel at
client accounts.
- - CUSTOMERS
Our products and professional services are used by the information systems
departments of a wide variety of large commercial and government organizations.
As of December 31, 1998, approximately 225,000 copies of our software products
had been licensed by over 14,000 customers.
- - SALES AND MARKETING
We market our testing and implementation tools, client/server systems
management tools and client/server application development tools primarily
through a direct sales force in the United States, Canada, Europe, Japan,
Asia/Pacific, Brazil, and South Africa as well as through independent
distributors in over 25 other countries.
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- - PRODUCT DEVELOPMENT AND DISTRIBUTION
We have been successful in developing acquired products and technologies
into marketable software for our distribution channels. We believe that our
future growth lies, in part, in continuing to identify promising technologies
from all potential sources, including independent software developers,
customers, small startup companies and internal research and development.
- - PRODUCT MAINTENANCE AND CUSTOMER SUPPORT
All customers who subscribe to our maintenance and support services are
entitled to receive technical support and advice, including problem resolution
services and assistance in product installation, error corrections and any
product enhancements released by us during the maintenance period.
- - EMPLOYEES
As of March 31, 1999, we employed 10,908 people worldwide, with 2,061 in
products sales, sales support and marketing; 606 in research and development;
288 in product maintenance and customer support; 6,993 in professional services
marketing and delivery; and 960 in other general and administrative functions.
THE OFFERING
Common Stock offered by the
Selling Shareholders.................... 1,021,864 shares
Common Stock outstanding as of
June 30, 1999, which includes
the shares offered by the selling
shareholders............................ 355,711,297 shares
NASDAQ symbol............................. CPWR
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RISK FACTORS
In addition to the other information in this Prospectus, you should
carefully consider the following factors before investing in the Common Stock.
OUR QUARTERLY FINANCIAL RESULTS VARY AND MAY BE ADVERSELY AFFECTED BY
CERTAIN RELATIVELY FIXED COSTS.
Our revenues vary from quarter to quarter, with the largest portion of
revenues historically recognized in the third and fourth quarters of each fiscal
year. We believe that these quarterly patterns are partly attributable to the
budgeting and purchasing cycles of customers and to our sales commission
policies on our software products, which compensate sales personnel for meeting
or exceeding annual quotas. We typically do not have a material backlog of
unfilled orders, and revenues in any quarter are substantially dependent on
orders booked in the quarter. Our professional services revenues may fluctuate
quarterly due to the completion or commencement of significant assignments, the
number of working days in a quarter and the utilization rate of professional
services personnel.
Our quarterly operating results may fluctuate due to numerous factors,
including the demand for our products and professional services, the size and
timing of customers' orders, the introduction of new products and product
enhancements by us or our competitors, price changes by us, changes in the
proportion of revenues attributable to licenses versus service fees, product
mix, commencement or conclusion of significant services contracts, changes in
foreign currency exchange rates, timing of acquisitions and associated costs,
and competitive conditions in the industry. Net income may be disproportionately
affected by a reduction in revenues because only a small portion of our expenses
varies with revenues.
OUR INABILITY TO DEVELOP NEW PRODUCTS OR PRODUCT ENHANCEMENTS MAY ADVERSELY
AFFECT OUR BUSINESS.
Our success will depend in part on our ability to develop product
enhancements and new products which keep pace with continuing changes in
technology and customer preferences. Our failure to develop technological
improvements or to adapt our products to technological change may, over time,
have a material adverse effect on our business. In addition, the majority of our
products are purchased by customers using IBM and IBM-compatible mainframe
computing platforms and, to a much lesser extent, workstations and personal
computers. Worldwide, computing power is increasingly provided by alternative
computing platforms, including client/server networks, workstations and personal
computers ("PCs"). A significant shift in the way our customers use computing
platforms may have a material adverse effect on our business.
A SIGNIFICANT PERCENTAGE OF OUR REVENUE COMES FROM OVERSEAS, SUBJECTING US
TO EXCHANGE RATE AND OTHER RISKS.
We derived approximately $436.2 million, $313.3 million and $253.8 million
of revenues from foreign operations and export sales in fiscal 1999, 1998 and
1997, respectively, which constituted approximately 26.6%, 27.5% and 31.2% of
total revenues for those periods. We expect that such sales will continue to
generate a significant percentage of our total revenues. Products are priced in
the currency of the country in which they are sold. Changes in the exchange
rates of foreign currencies or exchange controls may adversely affect our
results of operations. The international business is also subject to other
risks, including the need to comply with foreign and U.S. export laws and the
greater difficulty of managing business overseas. In addition, our foreign
operations are affected by general economic conditions in the international
markets in which we do business. A prolonged economic downturn in Europe or Asia
Pacific may have a material adverse effect on our business.
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ALMOST ALL OF OUR PRODUCTS HAVE RESULTED FROM ACQUISITIONS, AND IF WE CAN
NO LONGER FIND SUITABLE ACQUISITION CANDIDATES, OUR BUSINESS MAY BE ADVERSELY
AFFECTED.
Substantially all of our products have been developed from acquired
technology and products. To date, we have been successful in developing acquired
products and technologies into marketable software suitable for our distribution
channels. We believe that our future growth lies, in part, in continuing to
identify, acquire and then develop promising technologies and products. While we
are continually searching for acquisition opportunities, there are presently no
agreements, arrangements or understandings with respect to any material
acquisition and there can be no assurance that we will continue to be successful
in identifying, acquiring and developing products and technology. If any
potential acquisition opportunities are identified, there can be no assurance
that we will consummate and successfully integrate any such acquisitions and
there can be no assurance as to the timing or effect on our business of any such
acquisitions.
A MAJORITY OF OUR REVENUE FROM SOFTWARE PRODUCTS IS DEPENDENT ON OUR
CUSTOMERS' CONTINUED USE OF IBM MAINFRAME PRODUCTS.
Our currently available run-time software products, which comprise the
majority of our revenues from software products, are designed for use with IBM
and IBM-compatible mainframe computers. Specifically, these software products
target users of the MVS and VSE operating systems, the CICS communications
subsystem and the IMS and DB2 database management systems. As a result, future
sales of our existing run-time products and associated recurring maintenance
revenues are dependent upon continued use of IBM and IBM-compatible mainframes
and their related systems software. In addition, because our run-time products
operate in conjunction with IBM systems software, changes to IBM systems
software may require us to adapt our run-time products to these changes. An
inability to do so, or any delay in doing so, may adversely affect our operating
results.
WE MAY LOSE BUSINESS TO MANY COMPETITORS.
The markets for our software products are highly competitive and
characterized by continual change and improvement in technology. Our competitors
include BMC Software, Inc., Rational Software Corporation, Mercury Interactive
Corporation, Computer Associates International, Inc., Informix Corporation,
Oracle Corporation, and Sybase, Inc. None of the competitors competes in all of
our product lines. In addition, although we believe our products are generally
complementary to those marketed by IBM, IBM does offer some products that are
directly competitive and there can be no assurance that IBM will not choose to
offer significant competing products in the future. The principal competitive
factors affecting the market for our software products include: responsiveness
to customer needs, functionality, performance, reliability, ease of use, quality
of customer support, vendor reputation and price. We believe, based on our
current market position, that we have competed effectively in the software
products marketplace to date. Nevertheless, a variety of external and internal
events and circumstances could adversely affect our competitive capacity. Our
ability to remain competitive will depend, to a great extent, upon our
performance in product development and customer support. To be successful in the
future, we must respond promptly and effectively to the challenges of
technological change and our competitors' innovations by continually enhancing
our own product offerings.
The market for data processing professional services is highly competitive,
fragmented and characterized by low barriers to entry. Our principal competitors
in professional services include Andersen Consulting, Computer Sciences
Corporation, Electronic Data Systems Corporation, IBM Global Services, Lockheed
Martin and numerous small regional and local firms in the markets in which we
have professional services offices. Several of these competitors have
substantially greater financial, marketing, recruiting and training resources
than we do. The principal competitive factors
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affecting the market for our professional services include responsiveness to
customer needs, breadth and depth of technical skills offered, availability and
productivity of personnel, ability to demonstrate achievement of results and
price. Due to the continued increase in revenues in professional services, we
believe that we have competed effectively to date in all these areas. There is
no assurance that we will be able to compete as successfully in the future.
CURRENT LAWS MAY NOT ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS.
We regard our software as proprietary and attempt to protect it with
copyrights, trademarks, trade secret laws and restrictions on disclosure,
copying and transferring title. Despite these precautions, it may be possible
for unauthorized third parties to copy certain portions of our products or to
obtain and use information that we regard as proprietary. Currently, we have
three patents and nine applications pending. However, existing patent and
copyright laws afford only limited practical protection. In addition, the laws
of some foreign countries do not protect our proprietary rights to the same
extent as do the laws of the United States. Furthermore, as the number of
software products in the industry increases and the functionality of these
products further overlaps, we believe that software developers will become
increasingly subject to infringement claims. Any such claims, with or without
merit, can be time consuming and expensive to defend.
OUR SOFTWARE AND TECHNOLOGY MAY INFRINGE THE PROPRIETARY RIGHTS OF OTHERS.
During the due diligence stage of any software acquisition, we research and
investigate the title to the software we will be acquiring from the seller. This
investigation generally includes without limitation, litigation searches,
copyright and trademark searches, review of development documents and interviews
with key employees of the seller regarding development, title and ownership of
the software products being acquired. The acquisition document itself generally
contains representations, warranties and covenants concerning the title and
ownership of the software products as well as indemnification and remedy
provisions in the event the representations, warranties and covenants are
breached by the seller. Our new hires sign an offer letter which states that the
new employee is being hired for his or her talent and skill rather than for any
trade secrets or proprietary information of others of which he or she may have
knowledge. Further, our employees execute an employee agreement that provides
that work developed for us or our clients belongs to us or our clients,
respectively. Although we have not received any material claims that our
products infringe on the proprietary rights of third parties, there can be no
assurance that third parties will not assert infringement claims against us in
the future with respect to current and future products or that any such
assertion may not require us to enter into royalty arrangements or result in
costly litigation.
WE DEPEND ON KEY EMPLOYEES AND TECHNICAL PERSONNEL.
Our success will depend in part upon the continued service of our key
senior management and technical personnel. All of our executive officers are
subject to employment contracts and we maintain key man life insurance on all
such personnel in amounts ranging from $1.0 million to $7.2 million. Our future
success also depends on our continuing ability to attract and retain highly
qualified technical, managerial and marketing personnel. The market for
professional services and software products personnel has historically been, and
we expect that it will continue to be, intensely competitive. To date, we have
been successful in attracting and retaining qualified technical personnel. There
can be no assurance, however, that we will continue to be successful in
attracting or retaining such personnel. The loss of certain key employees or our
inability to attract and retain other qualified employees could have a material
adverse effect on our business.
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DIFFICULTIES IN ACQUIRING CONTROL OF OUR COMPANY UNDER OUR CHARTER AND
MICHIGAN LAW MAY DISCOURAGE FUTURE TRANSACTIONS GENERATING SIGNIFICANT
SHAREHOLDER VALUE.
Certain provisions of our Restated Articles of Incorporation and Bylaws and
of Michigan law could delay or make more difficult a merger, tender offer or
proxy contest. Michigan law provides that certain business combinations between
covered Michigan corporations and a holder of 10% or more of the corporation's
stock can only be consummated if approved by a 90% shareholder vote and by a
two-thirds vote of unaffiliated shareholders, unless five years have elapsed
since the acquisition by the 10% shareholder of its stock and unless certain
other conditions are satisfied. Although such provisions are not applicable to
us at this time, Michigan law allows the Board of Directors to choose to be
subject to such provisions at any time. As a result, these provisions could
discourage a third party from paying to the shareholders a premium in a tender
offer or other change of control transaction. In addition, the Board of
Directors has authority to issue up to 5,000,000 shares of Class A Preferred
Stock and to fix the rights, preferences, privileges and restrictions, including
voting rights, of those shares without any further vote or action by the
shareholders. The rights of the holders of the Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. While we believe that the ability to
issue Preferred Stock provides desirable flexibility in connection with possible
acquisitions and other corporate purposes, the issuance of Preferred Stock could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company.
OUR COMMON STOCK PRICE IS SUBJECT TO SIGNIFICANT MARKET VOLATILITY.
We believe that factors such as quarterly fluctuations in results of
operations and announcements of acquisitions or new products by us or by our
competitors may cause the market price of the Common Stock to fluctuate.
Moreover, in recent years the stock market in general, and the shares of
technology companies in particular, have experienced extreme price fluctuations.
These broad market and industry fluctuations may adversely affect the market
price of our Common Stock.
RISKS RELATED TO POTENTIAL YEAR 2000 PROBLEMS MAY ADVERSELY AFFECT OUR
BUSINESS
The Year 2000 problem is the result of the widespread practice of using
only 2 digits instead of 4 to represent the year in computing equipment and
computer software. Failure to address this problem could cause erroneous results
in the proper interpretation of years after 1999. If we fail to properly
recognize and address the Year 2000 problem as it may affect our business
operations, our business, financial condition, and results of operations could
be materially and adversely affected. The Company has instituted various
projects to address this issue which include but are not limited to three major
areas: 1) the software products which the Company develops and markets, 2) its
internal information technology (IT) assets, and 3) aspects not directly related
to the Company's IT assets or software products ("non-IT assets"). This last
area includes such items as embedded systems in infrastructure components (such
as building security and HVAC systems), as well as the business relationships
the Company has with its customers and suppliers, especially those third parties
with whom the Company has a systems interaction.
The Company expects to be able to identify all Year 2000 problems that
could materially adversely affect its business operations. However, the Company
cannot guarantee that the projects it has undertaken to address the Year 2000
issue will be sufficient to resolve any or all Year 2000 problems with respect
to those operations. Further, we believe it is not possible to determine with
complete certainty that all Year 2000 problems affecting us, our suppliers, or
our customers have been identified or corrected. In addition, no one can
accurately predict how many Year 2000 problem-related failures will occur or the
severity, duration, or financial consequences of these perhaps inevitable
failures.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Common Stock
offered by the Selling Shareholders.
DIVIDEND POLICY
We have not paid any cash dividends on our Common Stock since fiscal 1986.
Our loan agreement expressly prohibits the payment of any cash dividends on
Common Stock. We currently expect that we will retain any earnings for use in
the operation and expansion of our business and do not anticipate paying any
cash dividends on our Common Stock in the foreseeable future.
DETERMINATION OF OFFERING PRICE
The offering price of the securities offered hereby by the Selling
Shareholders may be based either on the market price of such securities on the
Nasdaq National Market as it may exist from day to day during the offering
period or may reflect a negotiated price.
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SELLING SHAREHOLDERS
The persons listed in the first column of the table below are the "Selling
Shareholders." The Selling Shareholders are the former shareholders of M.I.S.
International, Inc. a Michigan corporation ("MIS") and Simco International,
Inc., a Michigan corporation ("Simco"), both acquired by Compuware pursuant to
an Agreement and Plan of Merger, dated as of February 23, 1999 (the "Merger
Agreement"). In connection with the acquisition of MIS and Simco by Compuware,
the Selling Shareholders received an aggregate of 510,932 shares of Compuware
Common Stock for their stock in MIS and Simco. On March 1, 1999, Compuware split
its Common Stock 2 for 1. On a post-split basis, the Selling Shareholders
received an aggregate of 1,021,864 shares of Common Stock. Of the 510,932
(1,021,864 post-split) shares received by the Selling Shareholders, up to 51,092
(102,184 post-split) may be held in escrow to secure the indemnification
obligations of the Selling Shareholders as provided in the Merger Agreement.
The following table shows for each Selling Shareholder, as of the date of
this Prospectus, certain information with regard to beneficial ownership of
Common Stock of the Company:
<TABLE>
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AMOUNT AND PERCENT
AMOUNT OF OF BENEFICIAL
AMOUNT OF BENEFICIAL COMMON OWNERSHIP
OWNERSHIP OF COMMON STOCK OF COMMON STOCK
NAME STOCK PRIOR TO OFFERING HEREBY OFFERED AFTER OFFERING(1)
---- ----------------------- -------------- ------------------
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Michael M. Bahn Revocable............ 421,066* 421,066 0(0%)
Trust, dated January 23, 1995
Mary C. Bahn Revocable............... 302,118* 302,118 0(0%)
Trust, dated January 23, 1995
Mary C. Bahn 1999.................... 149,340* 149,340 0(0%)
Qualified Annuity Trust
Michael J. Bahn, Jr.................. 49,780* 49,780(2) 0(0%)
Marisa R. Bahn....................... 49,780* 49,780 0(0%)
Renee C. Phillips 1999............... 49,780* 49,780 0(0%)
Qualified Annuity Trust
</TABLE>
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* Represents less than 1% of outstanding Common Stock.
(1) Based on the number of shares outstanding at the date of this Prospectus;
assumes all of the shares offered hereby are sold by the Selling
Shareholders.
(2) Includes 500 shares previously sold by Mr. Bahn.
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PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest of the Selling Shareholders. Such sales may be made on the Nasdaq
National Market, or otherwise, at prices and on terms then prevailing or at
prices related to the then-current market prices, or in negotiated transactions
at negotiated prices. The shares may be sold by one or a combination of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. The Selling Shareholders and any broker-dealers that
participate in the distribution may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Acts, and any commission received by
them and any profit on the resale of shares sold by them may be deemed to be
underwriting discounts and commissions.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Honigman Miller Schwartz and Cohn, Detroit, Michigan. G.
Scott Romney, a director of the Company, is also a partner of Honigman Miller
Schwartz and Cohn, Detroit, Michigan.
EXPERTS
The consolidated financial statements and related financial statement
schedules of Compuware Corporation and subsidiaries incorporated by reference
from the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission") relating to its business, financial position, results of
operations and other matters. Such reports and other information can be
inspected and copied at the Public Reference Section maintained by the
Commission at Room 1024 Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and its Regional Offices located at Citicorp Center, 500 West Madison
Street, 14th Floor, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, 13th Floor, Suite 1300 New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material
may also be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov.
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The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-1 under the Securities Act of 1933 (the
"Securities Act") with respect to the securities offered hereby. As permitted by
the rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement. For further information
with respect to the Company and the securities offered hereby, reference is
hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any documents filed with, or incorporated by reference in, the Registration
Statement as exhibits are not necessarily complete, and each such statement is
qualified in all respects by reference to the copy of the applicable documents
filed with the Commission. The Registration Statement, including the exhibits
and schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of all or any part thereof may be obtained from such
office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-20900) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
(1) Registration Statement on Form 8-A dated November 27, 1992;
(2) Annual Report on Form 10-K for the fiscal year ended March 31,
1999;
(3) Proxy Statement with respect to Annual Meeting of Shareholders
filed July 16, 1999; and
(4) Current Report on Form 8-K filed July 8, 1999.
Also incorporated by reference in this Prospectus is the Company's
Registration Statement, dated September 21, 1994, filed with the Commission
(File No. 33-82734) pursuant to the Securities Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into such
documents) may be obtained upon written or oral request without charge by
persons, including beneficial owners, to whom this Prospectus is delivered.
Requests should be made to Christopher M.F. Norris, Director, Corporate
Communications, 31440 Northwestern Hwy., Farmington Hills, MI 48334-2564, (248)
737-7300.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including the documents incorporated by reference in this
Prospectus, contains certain "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of
12
<PAGE> 14
1995 and information relating to us that are based on the beliefs of our
management, as well as assumptions made by and information currently available
to our management. When used in this Prospectus, the words "estimate,"
"project," "believe," "anticipate," "intend," "expect" and similar expressions
are intended to identify forward-looking statements. Such statements reflect our
current views with respect to future events. These statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in the forward-looking statements. Many of these risks
are discussed under "Risk Factors", which begins on page 5 below. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Prospectus. We do not undertake any obligation
to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after such date or to reflect the occurrence of
unanticipated events.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the Registrant's expenses in connection with
the issuance and distribution of the securities being registered.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 5,389
Legal Fees and Expenses..................................... 25,000
Accounting Fees and Expenses................................ 28,000
Printing.................................................... 32,000
Miscellaneous............................................... 4,611
-------
Total.................................................. $95,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Bylaws of the Registrant provides for the indemnification
of the officers and directors of the Registrant in the manner authorized by the
Michigan Business Corporation Act. The Michigan Business Corporation Act
authorizes a corporation, under certain circumstances, to indemnify its
directors and officers (including reimbursement for expenses incurred).
Reference is made to Exhibit 3.4 to this Registration Statement for the complete
text of Article VI of the Bylaws.
For provisions regarding the indemnification of the Registrant by the
Selling Shareholders, and the indemnification of the Selling Shareholders by the
Registrant, against certain liabilities, including liabilities under the
Securities Act of 1933, reference is made to Section 8 of the Registration
Rights Agreement, a form of which is filed as Exhibit 4.8 to this Registration
Statement.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<C> <S>
2.1 Stock Exchange Agreement, dated as of March 16, 1994, by and
among Compuware Corporation, Uniface Holding B.V., the
Sellers therein and the Sellers' Agent (incorporated by
reference to the corresponding exhibit to the Registration
Statement on Form S-4, as amended, Registration No.
33-78822)
2.2 Agreement and Plan of Merger, dated February 23, 1999, among
Compuware Corporation, CPWRT1, Inc., CPWRT2, Inc., M.I.S.
International, Inc., Simco International, Inc., Autoflex,
Inc., and Michael M. Bahn, Mary C. Bahn 1999 Qualified
Annuity Trust, Michael M. Bahn Revocable Trust Dated January
23, 1995, Mary C. Bahn Revocable Trust Dated January 23,
1995, Michael J. Bahn, Marisa R. Bahn, and Renee C. Phillips
1999 Qualified Annuity Trust*
3.4 Certificate of Restated Bylaws of Compuware, as amended
(incorporated by reference to the corresponding exhibit to
the Registration Statement on Form S-1, as amended,
Registration No. 33-53652)
4.7 Certificate of Amendment to the Restated Articles of
Incorporation (incorporated by reference to the
corresponding exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997)
</TABLE>
II-1
<PAGE> 16
<TABLE>
<C> <S>
4.8 Registration Rights Agreement, dated February 23, 1999, by
and among Compuware Corporation, Michael J. Bahn, Marisa R.
Bahn, Renee C. Phillips 1999 Qualified Annuity Trust,
Michael M. Bahn Revocable Trust dated January 23, 1995, Mary
C. Bahn 1999 Qualified Annuity Trust and Mary C. Bahn
Revocable Trust dated January 23, 1995*
5.1 Opinion of Honigman Miller Schwartz and Cohn concerning the
legality of the securities being offered*
23.1 Independent Auditors' Consent
23.2 Consent of Honigman Miller Schwartz and Cohn (contained in
their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included after the signature of the
Registrant contained on page II-6 of this Registration
Statement)*
</TABLE>
- -------------------------
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective data of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities
II-2
<PAGE> 17
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 18
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-1 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Farmington Hills, State of
Michigan, on July 13, 1999.
COMPUWARE CORPORATION
By: /s/ THOMAS COSTELLO, JR.
------------------------------------
Thomas Costello, Jr.
Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C> <C>
* Chairman of the Board, Chief July 13, 1999
------------------------------------------------ Executive Officer and Director
Peter Karmanos, Jr. (Principal Executive Officer)
* Vice Chairman of the Board and July 13, 1999
------------------------------------------------ Director
Thomas Thewes
* President, Chief Operating July 13, 1999
------------------------------------------------ Officer and Director
Joseph A. Nathan
* Senior Vice President, Chief July 13, 1999
------------------------------------------------ Financial Officer and
Laura L. Fournier Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
* Director July 13, 1999
------------------------------------------------
W. James Prowse
* Director July 13, 1999
------------------------------------------------
Bernard M. Goldsmith
* Director July 13, 1999
------------------------------------------------
William O. Grabe
* Director July 13, 1999
------------------------------------------------
William R. Halling
* Director July 13, 1999
------------------------------------------------
G. Scott Romney
* Director July 13, 1999
------------------------------------------------
Lowell Weicker, Jr.
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
* Director July 13, 1999
------------------------------------------------
Elaine K. Didier
* Director July 13, 1999
------------------------------------------------
Elizabeth A. Chappell
*By: /s/ Thomas Costello, Jr.
-----------------------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
2.1 Stock Exchange Agreement, dated as of March 16, 1994, by and
among Compuware Corporation, Uniface Holding B.V., the
Sellers therein and the Sellers' Agent (incorporated by
reference to the corresponding exhibit to the Registration
Statement on Form S-4, as amended, Registration No.
33-78822)
2.2 Agreement and Plan of Merger, dated February 23, 1999, among
Compuware Corporation, CPWRT1, Inc., CPWRT2, Inc., M.I.S.
International, Inc., Simco International, Inc., Autoflex,
Inc., and Michael M. Bahn, Mary C. Bahn 1999 Qualified
Annuity Trust, Michael M. Bahn Revocable Trust Dated January
23, 1995, Mary C. Bahn Revocable Trust Dated January 23,
1995, Michael J. Bahn, Marisa R. Bahn, and Renee C. Phillips
1999 Qualified Annuity Trust*
3.4 Certificate of Restated Bylaws of Compuware, as amended
(incorporated by reference to the corresponding exhibit to
the Registration Statement on Form S-1, as amended,
Registration No. 33-53652)
4.7 Certificate of Amendment to the Restated Articles of
Incorporation (incorporated by reference to the
corresponding exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997)
4.8 Registration Rights Agreement, dated February 23, 1999, by
and among Compuware Corporation, Michael J. Bahn, Marisa R.
Bahn, Renee C. Phillips 1999 Qualified Annuity Trust,
Michael M. Bahn Revocable Trust dated January 23, 1995, Mary
C. Bahn 1999 Qualified Annuity Trust and Mary C. Bahn
Revocable Trust dated January 23, 1995*
5.1 Opinion of Honigman Miller Schwartz and Cohn concerning the
legality of the securities being offered*
23.1 Independent Auditors' Consent
23.2 Consent of Honigman Miller Schwartz and Cohn (contained in
their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included after the signature of the
Registrant contained on page II-6 of this Registration
Statement)*
</TABLE>
- -------------------------
* Previously filed
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-76097 of Compuware Corporation to Form
S-1 on Form S-3 of our reports dated April 29, 1999, appearing in the Annual
Report on Form 10-K of Compuware Corporation for the year ended March 31, 1999,
and to the reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Detroit, Michigan
July 15, 1999
