Compuware (CPWR)

Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2009, Compuware Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Micro Focus Holdings Limited (“Micro Focus”) for Micro Focus to acquire the assets of the Company’s Quality and DevPartner product lines, including development, sales and customer-support teams, as well as specific technologies and certain liabilities. Micro Focus will pay a purchase price of $80.0 million, subject to certain adjustments and customary representations and warranties. Consistent with the terms of the Asset Purchase Agreement, the transaction is expected to close by the end of the current first quarter of this fiscal year, subject to certain required regulatory approvals and fulfillment of certain customary conditions.

A copy of the Asset Purchase Agreement is attached to this Current Report as Exhibit 2.8 and is incorporated herein by reference. The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement. The exhibits and schedules to the Asset Purchase Agreement have been omitted from the attached Exhibit 2.8. The Company shall furnish supplementally a copy of any omitted schedule or exhibit to the Securities Exchange Commission upon request.

A copy of the press release issued by the Company announcing the execution of the Asset Purchase Agreement is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.