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| CPWR > SEC Filings for CPWR > Form 8-K on 3-Feb-2009 | All Recent SEC Filings |
3-Feb-2009
Entry into a Material Definitive Agreement, Results of Operations and Financial Co
On January 28, 2009, the Board of Directors of Compuware Corporation (the "Company") authorized the Company to execute an amendment (the "Amendment") to the Rights Agreement, dated as of October 25, 2000, between the Company and Equiserve Trust Company, N.A., now known as Computershare Trust Company, N.A. (as previously amended, the "Rights Agreement"), which provides for the right to purchase one two-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $40.00 per one two-thousandth of a Preferred Share. The Amendment, executed on February 2, 2009, changes the "Final Expiration Date," as defined in the Rights Agreement, from May 9, 2009 to May 9, 2012. In addition, Section 2 of the Rights Agrement was amended to reflect that the Rights Agent (Computershare Trust Company) acts only as agent for the Company and not the holders of the Rights. A copy of the Amendment is filed as an amendment to this report on Form 8-K and is incorporated herein by reference.
In connection with the Board's approval of the Amendment, it currently intends to ask shareholders at the 2009 annual meeting to vote on a non-binding ratification proposal with respect to the Rights Agreement as amended. Further information regarding the proposal will be included in the Company's annual meeting proxy statement. This report on Form 8-K is not intended to be a solicitation of proxies in connection with the annual meeting.
On January 28, 2009, the Company issued a press release announcing financial results for its third quarter ended December 31, 2008 and certain other information. A copy of the press release is furnished with the Report as Exhibit 99.1.
A transcript of the conference call held on January 28, 2009 is furnished with the Report as Exhibit 99.2.
The information set forth in Item 1.01 above is incorporated herein by reference.
On January 27, 2008, the Audit Committee of the Board of Directors amended its charter to comport with changes to the Public Company Accounting Oversight Board rules. The amendment clarifies an independent auditor's duty to disclose its relations with the Company to the Audit Committee. The amended Audit Committee charter can be found at http://investor.compuware.com/governance.cfm, listed under Committee Charters.
On January 27, 2009, Gurminder Bedi was appointed as the Chairman of the Nominating/Governance Committee. Mr. Bedi replaces Jim Prowse as chair of the committee. Mr. Prowse will continue to serve on the committee. In addition, Mr. Bedi replaced Mr. Prowse as the presiding director for purposes of conducting the executive sessions of the Board. Because Mr. Prowse entered into a consulting agreement with the Company, he is no longer considered independent under the applicable stock exchange rules.
(c) Exhibits.
4.11 Amendment No. 3 to Rights Agreement, dated as of February 2, 2009.
99.1 Press Release, dated January 28, 2009.
99.2 Transcript of conference call held on January 28, 2009.
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