<PAGE> 1
As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-76097
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COMPUWARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
MICHIGAN 7371, 7372 38-2007430
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or organization) classification code numbers) Identification No.)
31440 NORTHWESTERN HIGHWAY, FARMINGTON HILLS, MICHIGAN 48334-2564, (248) 737-7300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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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) 465-7454
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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. | |
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. | |
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED PROPOSED
SECURITIES TO BE REGISTERED MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED(1) PER SHARE (2) PRICE (2) REGISTRATION FEE (3)
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<S> <C> <C> <C> <C>
Common Stock 148,409 $18.96875 $2,815,133 $5,389
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</TABLE>
(1) Reflects the deregistration of 873,455 shares that were not sold prior to
the termination of the offering period.
(2) 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)
under the Securities Act.
(3) Paid with the initial filing.
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.
<PAGE> 2
The purpose of this Post-Effective Amendment No. 2 to the Registration
Statement is to de-register 873,455 shares originally registered pursuant to
this Registration Statement which have not been sold prior to the termination
of the offering period.
<PAGE> 3
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-3 and has duly caused this
Post-Effective Amendment No. 2 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 May 31, 2000.
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
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
* Chairman of the Board, Chief Executive May 31, 2000
-------------------------------- Officer and Director (Principal Executive
Peter Karmanos, Jr. Officer
* Vice Chairman of the Board May 31, 2000
-------------------------------- and Director
Thomas Thewes
* President, Chief Operating Officer May 31, 2000
-------------------------------- and Director
Joseph A. Nathan
* Senior Vice President, Chief Financial May 31, 2000
-------------------------------- Officer and Treasurer (Principal Financial
Laura L. Fournier Officer and Principal Accounting Officer)
* Director May 31, 2000
--------------------------------
W. James Prowse
* Director May 31, 2000
--------------------------------
Bernard M. Goldsmith
* Director May 31, 2000
--------------------------------
William O. Grabe
* Director May 31, 2000
--------------------------------
William R. Halling
* Director May 31, 2000
--------------------------------
G. Scott Romney
</TABLE>
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<TABLE>
<S> <C> <C>
* Director May 31, 2000
-------------------------------------
Lowell Weicker, Jr.
* Director May 31, 2000
-------------------------------------
Elaine K. Didier
* Director May 31, 2000
-------------------------------------
Elizabeth A. Chappell
By: /s/ Thomas Costello, Jr. May 31, 2000
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Thomas Costello, Jr.
Attorney-in-fact
</TABLE>
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