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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) July 14, 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 July 14, 1999, Compuware Corporation ("Compuware") entered into an
Agreement and Plan of Merger (the "Agreement") among Compuware,
Viasoft, Inc. ("Viasoft") and CV Acquisition, Inc. ("Merger Sub").
Merger Sub is a wholly-owned subsidiary of Compuware.
Under the terms of the Agreement, Compuware caused Merger Sub to
tender for all of the 17,906,636 outstanding shares of Viasoft common
stock, at an offer price of $9.00 per share in cash.
On August 3, 1999, the U.S. Department of Justice requested
additional information in connection with its review of the proposed
acquisition of Viasoft by Compuware and Merger Sub.
On August 19, 1999, Merger Sub extended its offer for the shares of
Viasoft so that it will expire at 12:00 Midnight, Eastern Time, on
Monday, September 20, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1. Agreement and Plan of Merger, dated July 14, 1999, among
Compuware Corporation, CV Acquisition, Inc. and Viasoft,
Inc.*
2. Text of Joint Press Release by Compuware and Viasoft dated
July 15, 1999.*
3. Text of Press Release by Compuware dated August 19, 1999.
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* Incorporated by reference to Schedule 14D-1, filed July 22, 1999, by Compuware
Corporation (SEC File No. 005-46367).
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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 8, 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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1. Agreement and Plan of Merger, dated July 14, 1999, among Compuware
Corporation, CV Acquisition, Inc. and Viasoft, Inc.*
2. Text of Joint Press Release by Compuware and Viasoft dated July 15,
1999.*
3. Text of Press Release by Compuware dated August 19, 1999.
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* Incorporated by reference to Schedule 14D-1, filed July 22, 1999, by Compuware
Corporation (SEC File No. 005-46367).
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Compuware Extends Tender Offer for Viasoft, Inc
FARMINGTON HILLS, Mich., Aug. 19 /PRNewswire/ -- Compuware Corporation (Nasdaq:
CPWR) today announced that it has entered into an amendment to the Agreement and
Plan of Merger, dated July 14, 1999, among Compuware, CV Acquisition, Inc. and
Viasoft, Inc. (Viasoft). The amendment to the Merger Agreement gives Compuware
the right to extend the expiration of the Offer Period in connection with its
tender offer for all the outstanding shares of common stock of Viasoft at any
time, and from time to time, to the earlier of October 31, 1999, or five
business days after the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976. Any extension of the
Offer Period after such dates must be by mutual agreement of Compuware and
Viasoft.
Compuware also announced today that, pursuant to the Agreement and Plan of
Merger, as amended, it has elected to extend the Offer Period until 12:00
Midnight, Eastern Time, on Monday September 20, 1999.
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.
Viasoft, Inc.
Headquartered in Phoenix, Ariz., Viasoft provides sales and professional
services through regional offices in the United States, Canada, Australia,
Europe and a growing network of international subsidiaries, distributors and
resellers. For more information on Viasoft's services and technologies, please
visit the company's World Wide Web site at www.viasoft.com.
/CONTACT: Christopher M.F. Norris, Director, Corporate Communications of
Compuware, 248-737-7506; or Mark Schonau, Senior Vice President of Finance &
Administration of Viasoft, 602-808-1090/
