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CPWR > SEC Filings for CPWR > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for COMPUWARE CORP

Form 8-K for COMPUWARE CORP


13-May-2014

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sh


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.




Item 3.02 Unregistered Sales of Equity Securities.

On May 7, 2014, Covisint and Compuware entered into a Purchase Agreement that provides for Compuware to purchase shares of Covisint common stock from Covisint. The Purchase Agreement provides that Compuware will purchase Covisint shares for cash at fair market value, which is defined as the average of the closing prices for Covisint common stock on the NASDAQ Stock Exchange on the five Stock Exchange trading days immediately preceding the purchase date. The Purchase Agreement provides that Compuware will make an initial purchase of $1,000,000 worth of Covisint shares on June 25, 2014. Further purchases will be made by Compuware on a monthly basis through the earlier of January 2015 or the month following the Distribution by Compuware to the extent the aggregate payout by Covisint in connection with the exercise of SARs exceeds $1,000,000 plus the aggregate amounts paid by Compuware for purchases under Article VII of the Master Separation Agreement. Covisint will provide a monthly notice to Compuware, which will provide the aggregate cost of the SAR exercises for the month, and calculate the number of shares that Compuware must purchase.

The above description of the Purchase Agreement is merely a summary and does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the Purchase Agreement, which is an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

For further information, see "Background" above.

As Compuware is a sophisticated, accredited investor, the controlling shareholder of Covisint and the only offeree of the shares, the sales of common shares by Covisint to Compuware will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of Covisint Option Awards

On May 8, 2014, Covisint amended each of its outstanding option agreements to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with the tandem SAR. Some of these options are held by Robert C. Paul, who is a "named executive officer" of Compuware. Under the amendment, the option holder is given a right to exercise the SAR and receive a cash payment equal to the product of (1) the number of shares with respect to the SAR being exercised, and (2) the fair market value of the shares on the date of exercise over the exercise price of the SAR. The SARs will be exercisable from June 24, 2014 until the earliest of (a) the Distribution, (b) the exercise of the related option or (c) December 26, 2014.

Amendment of Covisint 2009 Long Term Incentive Plan

To facilitate the option amendments and the related pricing of the SARs, on May 8, 2014, Covisint executed the Second Amendment to the Covisint LTIP following approval by the Covisint Board of Directors. The Second Amendment enables the Covisint Compensation Committee to determine the per share exercise price for each stock appreciation right granted under the Covisint LTIP, provided that the exercise price of a stock appreciation right that is not granted in tandem with an option may not be less than 100 percent of the fair market value on the grant date, and the exercise price of a stock appreciation right that is granted in tandem with an option shall not be less than 100 percent of the exercise price of the tandem option.
For further information, see "Background" above.



Item 9.01: Financial Statements and Exhibits.

10.158 Form of Amendment to Stock Option Agreement, dated May 8, 2014 (incorporated by reference to Covisint's Current Report on Form 8-K filed May 12, 2014, as amended)



10.159 Second Amendment to Covisint 2009 Long Term Incentive Plan (incorporated by reference to Covisint's Current Report on Form 8-K filed May 12, 2014)

10.160 Purchase Agreement between Compuware Corporation and Covisint Corporation, dated May 7, 2014 (incorporated by reference to Covisint's Current Report on Form 8-K filed May 12, 2014)

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