UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 815, 2014

Compuware Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-20900

Michigan		38-2007430
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Campus Martius, Detroit, Michigan		48226-5099
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (313) 227-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~Introduction

On December 815, 2014, atProject aCopper ~~special~~Merger ~~meeting~~Corp., ~~(the~~a ~~“Special~~Michigan ~~Meeting”)~~corporation ~~of shareholders of Compuware Corporation~~ (~~the~~ “~~Company~~Acquisition Sub”), ~~the Company’s shareholders approved the proposal to adopt the Agreement~~ and ~~Plan~~a ofdirect ~~Merger,~~wholly ~~dated~~owned assubsidiary of ~~September~~Compuware 2Holdings, ~~2014~~LLC (~~the~~formerly ~~“Merger Agreement”), by and among the Company,~~ Project Copper Holdings, LLC), a Delaware limited liability company (“Parent”), ~~and~~completed ~~Project~~its ~~Copper~~merger ~~Merger Corp., a Michigan corporation and a direct wholly owned subsidiary of Parent~~ (~~“Acquisition~~the ~~Sub~~“Merger”), ~~providing for the merger of Acquisition Sub~~ with and into ~~the~~Compuware ~~Company~~Corporation, a Michigan corporation (the “~~Merger~~Company”), ~~with~~pursuant ~~the~~to ~~Company surviving~~ the ~~Merger~~terms ~~as a wholly owned subsidiary~~ of ~~Parent.~~the ~~Parent~~Agreement and ~~Acquisition~~Plan ~~Sub~~of ~~are~~Merger, ~~beneficially~~dated ~~owned~~as ~~by affiliates~~ of ~~Thoma~~September ~~Bravo~~2, ~~LLC.~~2014 At (the ~~Special~~“Merger ~~Meeting~~Agreement”), ~~the Company’s shareholders also approved,~~ by ~~non-binding,~~and ~~advisory~~among ~~vote~~Parent, ~~compensation~~Acquisition ~~that~~Sub ~~will~~and ~~or may become payable by~~ the Company. toThe ~~its~~Company ~~named~~was ~~executive~~the ~~officers~~surviving corporation in ~~connection with~~ the Merger. ~~Finally~~and, ~~the~~as ~~proposal~~a toresult, ~~adjourn~~is ~~the~~now ~~Special Meeting to~~ a ~~later~~direct, ~~date~~wholly orowned ~~dates~~subsidiary ifof ~~necessary~~Parent. orParent ~~appropriate~~is tocontrolled ~~solicit~~by ~~additional~~investment ~~proxies~~funds ifaffiliated ~~there~~with ~~were~~Thoma ~~insufficient~~Bravo, ~~votes~~LLC to(“Thoma ~~adopt~~Bravo”) ~~the~~and ~~Merger~~is ~~Agreement~~beneficially atowned ~~the~~by ~~time~~such offunds ~~the~~and ~~Special~~certain ~~Meeting~~other ~~was not submitted for a vote~~investors.

~~The~~Item approval to adopt the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of the outstanding shares of the Company’s common stock as of the close of business on October 27, 2014, the record date for the Special Meeting1.01 ~~Approval,~~Entry byinto ~~non-binding, advisory vote, of compensation that will or may become payable by the Company to its named executive officers in connection with the Merger required the affirmative vote of~~ a ~~majority~~Material ofDefinitive ~~those shares of common stock represented in person or by proxy and voting on the proposal~~Agreement. ~~The vote to approve such compensation was advisory only and the result is not binding on the Company or Parent and is not a condition to completion of the Merger.~~

~~The~~Amendment ~~issued and outstanding shares of stock of the Company entitled~~ to ~~vote at~~ the ~~Special~~Rights Meeting consisted of 220,851,283 shares of the Company’s common stock, of which 170,719,063 shares, or approximately 77.3% of the issued and outstanding shares, were represented either in person or by proxy. The final voting results with respect to each proposal are set forth below.Agreement

~~Proposal~~On 1:December ~~Approval~~15, ~~and~~2014, ~~Adoption~~the ofCompany entered into Amendment No. 5 (the “Amendment”) to the Rights Agreement ~~and~~(the ~~Plan~~“Rights Agreement”), dated as of ~~Merger~~October 25, 2000, by and between the Company and Computershare Trust Company, N.A., as rights agent.

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
169,858,977			630,308			229,778			0

The Amendment changes the “Final Expiration Date,” as defined in the Rights Agreement, from May 9, 2015 to the first to occur of (i) the Close of Business on May 9, 2015 and (ii) immediately prior to the Effective Time (as such term is defined in the Merger Agreement) of the Merger. The Amendment has the effect of terminating the Rights Agreement immediately prior to the Effective Time of the Merger. The Effective Time of the Merger occurred at 8:13 a.m. on December 15, 2014, and, in accordance with the Amendment, the Rights Agreement is now terminated and all Rights thereunder have expired.

~~Proposal~~The 2:foregoing ~~Advisory~~is ~~Vote~~a summary of the terms of the Amendment. The summary does not purport to ~~Approve~~be ~~Executive~~complete ~~Compensation~~and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

VOTES FOR			VOTES AGAINST			ABSTENTIONS			BROKER NON-VOTES
154,976,243			3,495,343			12,247,477			0

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction to this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnIn ~~December~~connection 8,with ~~2014~~the closing of the Merger, the Company ~~issued~~notified the NASDAQ Stock Market (“NASDAQ”) of its intent to remove its common stock from listing on NASDAQ and requested NASDAQ file a ~~press~~Notification ~~release~~of ~~announcing~~Removal from Listing and/or Registration on Form 25 with the ~~results~~Securities and Exchange Commission (the “SEC”) to delist and deregister its shares of common stock (the ~~Special~~“Shares”). ~~Meeting,~~The ~~which~~Company isintends ~~attached~~to ~~hereto~~file with the SEC a Form 15 under the Securities Exchange Act of 1934, as ~~Exhibit~~amended ~~99.1~~(the “Exchange Act”), requesting the deregistration of the Shares and ~~incorporated~~the ~~herein~~suspension byof ~~reference~~the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act. Trading of the Shares on NASDAQ was suspended as of the closing of trading on December 15, 2014.

Item 93.0103 ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

Effective as of the Effective Time of the Merger, each share of the Company’s common stock (dother than shares held by the Company as treasury stock or held, directly or indirectly, by Parent or Acquisition Sub immediately prior to the Effective Time of the Merger) ~~Exhibits~~was cancelled and the shareholders received a net cash payment of $10.389188 per share of common stock. The information set forth in the Introduction to this Current Report on Form 8-K and in Item 5.03 is incorporated into this Item 3.03 by reference.

99Item 5.101 ~~Press~~Changes ~~Release~~in ~~dated~~Control ~~December~~of ~~8, 2014~~Registrant.

The information set forth in the Introduction and under Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

In connection with the Merger, the aggregate purchase price paid for all equity securities of the Company was approximately $2.4 billion. The purchase price was funded by equity financing from Thoma Bravo and its affiliates and co-investors of approximately $655 million.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company. In addition, the Merger Agreement includes provisions relating to the election of directors to the Board of Directors of the Company.

The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2014 and incorporated herein by reference.

Item 5.02

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

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company ceased to be directors of the Company, as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Acquisition Sub became directors of the Company. At the Effective Time, the Company’s board of directors consisted of Orlando Bravo, Seth Boro, Kenneth J. Virnig, Marcel Bernard, James K. Lines and Christopher O’Malley. Each of Messrs. Bravo, Boro, Virnig, Bernard and Lines is affiliated with Thoma Bravo.

In addition, as contemplated by the Merger Agreement, the officers of Acquisition Sub as of the Effective Time became the officers of the Company, except that Robert C. Paul was given notice of termination at the Effective Time. Additionally, Joseph R. Angileri and Daniel S. Follis, Jr. provided the Company with notices of termination of their respective employment pursuant to existing severance agreements. The terminations of Messrs. Paul, Angileri and Follis will become effective on January 15, 2015, pursuant to such agreements.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation described in Section 2.4 of the Merger Agreement (the “Amended and Restated Certificate of Incorporation”) in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Merger, were amended and restated to be identical to the bylaws of Acquisition Sub, other than the name of Acquisition Sub, which was replaced by the name of the Company (the “Amended and Restated Bylaws”). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01

Other Events

On December 15, 2014, Thoma Bravo issued a press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits.

3.1	Amended and Restated Certificate of Incorporation of Compuware Corporation
3.2	Amended and Restated Bylaws of Compuware Corporation
4.1	Amendment No. 5 to the Rights Agreement
99.1	Press Release dated December 15, 2014

SIGNATURE

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.

	COMPUWARE CORPORATION
Dated: December 8, 2014	/s/Joseph R. Angileri
	By:	/s/ Daniel S. Follis, Jr.
	Name:	Joseph R. Angileri
		Name: Daniel S. Follis, Jr.
	Title:	Chief Financial Officer
		Title: Senior Vice President, General Counsel & Secretary
Dated: December 16, 2014

3EXHIBIT INDEX

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Compuware Corporation

3.2		Amended and Restated Bylaws of Compuware Corporation

4.1		Amendment No. 5 to Rights Agreement

99.1		Press Release dated December 15, 2014

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