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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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Sections
240.14a-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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
[ ] 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 the
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
Corporate Headquarters
31440 Northwestern Highway
Farmington Hills, Michigan 48334-2564
(248) 737-7300
[Compuware Logo]
January __, 1999
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, February 25, 1999. 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 January 26, 1999 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.
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,
February 25, 1999 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 400,000,000 shares to
1,600,000,000 shares.
(2) Such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on January 26,
1999 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.
Secretary
Farmington Hills, Michigan
January __, 1999
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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 January __, 1999, to shareholders of record on January 26,
1999 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, February 25, 1999, 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 (248) 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 $5,500, 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.
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Holders of shares of Common Stock of record at the close of business on
January 26, 1999 are entitled to notice of, and to vote at the Special Meeting
of Shareholders. There are outstanding on January 26, 1999, __________ 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 ______________ 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 their best judgment.
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
400,000,000 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 January 26, 1999, none of
the shares of Class A Preferred Stock were issued and outstanding, and
___________ shares of Common Stock were issued and outstanding with a total of
_________ 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 400,000,000 to 1,600,000,000, 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 1,200,000,000 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 6, 1999, 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 February 26, 1999 to holders of record of the
Company's Common Stock as of January 26, 1999, subject to the approval of this
proposal by the Company's shareholders.
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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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows as of January 26, 1999 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.
Beneficial Percent
Name Ownership(1) of Class
- - ---- ------------ --------
[TO BE FILLED IN]
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* Less than one percent.
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SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered for shareholder
action at the 1999 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,
1999.
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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: 1,600,000,000 shares, Common Stock, $0.01 Par Value
Preferred Shares: 5,000,000 shares, Class A Preferred Stock, No Par Value
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COMPUWARE CORPORATION
Dear Shareholder:
The enclosed proxy card relates to the February 25, 1999 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 February 25, 1999.
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
Barbara J. Kovach, 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 February 25, 1999 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.
[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 400,000,000
shares to 1,600,000,000 shares
RECORD DATE SHARES:
Please be sure to sign and date this Proxy.
Mark box at right if comments or [ ]
address change have been noted on the
reverse side of this card.
Shareholder sign here
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Co-owner sign here
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Date
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DETACH CARD DETACH CARD
Comments/Address Change:
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