Compuware Annual Report 2001

Compuware Corporation and Subsidiaries
Consolidated Financial Statements

Notes to Consolidated Financial Statements

6. PREFERRED STOCK PURCHASE RIGHTS

Under the Company's shareholder rights plan, each common shareholder receives one right to purchase one two-thousandth of a share of Series A Junior Participating Preferred Stock (a Right) for each share of common stock owned by the shareholder. Holders of the Rights are entitled to purchase for $40.00 one two-thousandth of one share of the Company's Series A Junior Participating Preferred Stock in certain limited circumstances involving acquisitions of, or offers for, 15% or more of the Company's common stock. After any such acquisition is completed, each Right entitles its holder to purchase for $40.00 an amount of common stock of the Company, or in certain circumstances securities of the acquirer, having a then current market value of two times the exercise price of the Right. In connection with the shareholder rights plan, the Company has designated 800,000 shares of its 5,000,000 shares of authorized but unissued Preferred Stock as "Series A Junior Participating Preferred Stock." Each one two-thousandth of each share of Series A Junior Participating Preferred Stock will generally be afforded economic rights similar to one share of the Company's common stock. The Rights are redeemable for a specified period at a price of $0.001 per Right and expire on November 9, 2010 unless extended or earlier redeemed by the Board of Directors.