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CPWR > SEC Filings for CPWR > Form 8-K on 24-Jun-2014All Recent SEC Filings

Show all filings for COMPUWARE CORP



Change in Directors or Principal Officers, Financial Statements and Exhibits

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

As previously reported, on May 7, 2014, Covisint Corporation ("Covisint") and Compuware Corporation ("Compuware") entered into a Purchase Agreement that provided for Compuware to purchase shares of Covisint common stock from Covisint from time to time, and 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 holders with tandem stock appreciation rights settleable in cash ("SARs"). Some of these options are held by Robert C. Paul, who is a "named executive officer" of Compuware.

The purpose of the Purchase Agreement and the grant of the SARs was to permit Compuware to maintain greater than 80% ownership of Covisint in order to enable it to qualify under United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders. The Purchase Agreement and the SARs grants were executed in anticipation of the expiration of lock-up agreements applicable to holders of non-qualified stock options to acquire Covisint common stock and the potential exercise of those options, in an effort to reduce the cost to Compuware of maintaining such ownership. Purchases of Covisint common stock under the Purchase Agreement would have provided Covisint with the cash necessary to fund payments due upon exercises of the tandem SARs.

On June 5, 2014, Compuware reported that it had purchased shares of Covisint in the market and in private transactions. Because a sufficient number of Covisint shares were purchased by Compuware to maintain its ownership of Covisint above the 80% threshold, Covisint rescinded the SARs grants to Mr. Paul and the other recipients on June 17, 2014 prior to the SARs becoming exercisable and Covisint and Compuware terminated the Purchase Agreement on June 20, 2014.

Item 9.01. Financial Statements and Exhibits.

10.1 Form of Notice of Rescission of Amendment to Stock Option Agreement (incorporated by reference to Covisint's Current Report on Form 8-K filed on June 23, 2014)

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