8-K

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) October 2, 2009

SPSS Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34103	36-2815480
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

233 South Wacker Drive, Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

(312) 651-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 3.03 Material Modifications to Rights of Security Holders.
	Item 5.01 Changes in Control of Registrant.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-4.1
EX-99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 2, 2009, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 27, 2009, by and among SPSS Inc. (the “Company”), International Business Machines Corporation (“IBM”) and Pipestone Acquisition Corp., a wholly owned subsidiary of IBM (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of IBM (the “Merger”). Entry into the Merger Agreement was announced by the Company on July 28, 2009, and approved by the Company’s stockholders at its special stockholder meeting on October 2, 2009.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2009, and is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As a result of the completion of the Merger, the Company is required to make an offer to repurchase its outstanding 2.50% Convertible Subordinated Notes due 2012 (the “Convertible Notes”) from holders thereof for a purchase price equal to 100% of their principal amount plus accrued and unpaid interest. This purchase price is substantially less than the amount that holders are entitled to receive upon surrender of their Convertible Notes for conversion (such conversion right is described in more detail in Item 3.03 below). The terms of the offer to repurchase are described in the Fundamental Change Company Notice and Offer to Repurchase (the “Company Notice”), which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

This Current Report does not constitute an offer to repurchase the Convertible Notes and is qualified in its entirety by reference to the Company Notice. Holders of Convertible Notes should read the Company Notice for additional information.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified The Nasdaq Stock Market, Inc. (“NASDAQ”) on October 2, 2009 that each share of the Company’s common stock, par value $0.01 per share (other than shares owned by IBM, Merger Sub or the Company) issued and outstanding immediately prior to the effective time of the Merger, had been converted into the right to receive $50.00 in cash, without interest and less any applicable withholding tax, and requested that NASDAQ file with the SEC an application on Form 25 to report that shares of the Company’s common stock are no longer listed on NASDAQ.

The Company will file a Form 15 Certification and Notice of Termination of Registration with the SEC to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), and to suspend the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modifications to Rights of Security Holders.

On October 2, 2009, as a result of the Merger, each share of the Company’s common stock (other than shares owned by IBM, Merger Sub or the Company) issued and outstanding immediately prior to the

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effective time of the Merger was converted into the right to receive $50.00 in cash, without interest and less any applicable withholding tax.

In addition, on October 2, 2009, the Company entered into the First Supplemental Indenture (the “Supplemental Indenture”) with Wilmington Trust FSB, as successor trustee, related to the Convertible Notes. Pursuant to the Supplemental Indenture and in connection with the completion of the Merger, the Convertible Notes became convertible, at the option of the holder, into the right to receive $50.00 multiplied by 24.2843 (the applicable conversion rate of 21.3105 in effect immediately prior to the Merger increased by a “make-whole premium” of 2.9738) for each $1,000 principal amount of Convertible Notes submitted for conversion. The right of holders to surrender their Convertible Notes for conversion as a result of and in connection with the Merger will expire at 5:00 p.m., Eastern time, on November 2, 2009. The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of October 2, 2009, by and between SPSS Inc. and Wilmington Trust FSB, as successor trustee, to Indenture, dated as of March 19, 2007
99.1	Fundamental Change Company Notice and Offer to Repurchase, dated October 2, 2009

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SIGNATURES

     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.

	SPSS INC.
	By:	/s/ Erin R. McQuade
		Erin R. McQuade
Dated: October 2, 2009		Assistant Secretary

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EX-4.1

Exhibit 4.1

EXECUTION COPY

SPSS INC.

AND

WILMINGTON TRUST FSB
as Successor Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 2, 2009

to

INDENTURE

Dated as of March 19, 2007

2.50% Convertible Subordinated Notes due 2012

     FIRST SUPPLEMENTAL INDENTURE, dated as of October 2, 2009 (the “First Supplemental Indenture”), between SPSS INC., a Delaware corporation (hereinafter called the “Company”), and WILMINGTON TRUST FSB, as successor trustee (hereinafter called the “Trustee”).

RECITALS

     WHEREAS, the Company executed and delivered to the LaSalle Bank National Association, as predecessor trustee to the Trustee, that certain Indenture, dated as of March 19, 2007 (the “Indenture”), pursuant to which the 2.50% Convertible Subordinated Notes of the Company (the “Notes”) were issued;

     WHEREAS, pursuant to the terms of the Indenture, the Notes are convertible into shares of common stock, par value $0.01 per share, of the Company (“Common Stock”);

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of July 27, 2009 (the “Merger Agreement”), among the Company, International Business Machines Corporation, a New York corporation (“IBM”), and Pipestone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of IBM (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving corporation and a wholly owned subsidiary of IBM, as a result of which each issued and outstanding share of Common Stock (other than shares of Common Stock held by the Company, IBM or Merger Sub) shall be converted into the right to receive $50.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), and such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the effective time of the Merger represented any such shares shall cease to have any right with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement;

     WHEREAS, Section 4.10 of the Indenture requires the Company to execute and deliver to the Trustee this First Supplemental Indenture in order to reflect the effect of the Merger on the holders of Common Stock; and

     WHEREAS, the consummation of the Merger shall constitute a Fundamental Change (as such term is defined in the Indenture).

     NOW, THEREFORE, in consideration of the premises, it is mutually agreed, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

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ARTICLE ONE
CONCERNING THE NOTES

     Section 1.1. Conversion Privilege.

     Each Note outstanding after the Merger shall, from and after the effective time of this First Supplemental Indenture, during the period such Note shall be convertible as specified in Section 4.01(a) of the Indenture, be convertible into the right to receive, for each $1,000 principal amount of Notes surrendered for conversion, an amount of cash equal to $50.00 multiplied by the applicable Conversion Rate.

ARTICLE TWO
CONCERNING THE TRUSTEE

     Section 2.1. Terms and Conditions.

     The Trustee accepts this First Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions herein and in the Indenture set forth.

     Section 2.2. No Responsibility.

     The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this First Supplemental Indenture or the proper authorization or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

ARTICLE THREE
EFFECT OF EXECUTION AND DELIVERY HEREOF

     From and after the effective time of this First Supplemental Indenture, (i) the Indenture shall be deemed to be amended and modified as provided herein, (ii) this First Supplemental Indenture shall form a part of the Indenture, (iii) except as modified and amended by this First Supplemental Indenture, the Indenture shall continue in full force and effect, (iv) the Notes shall continue to be governed by the Indenture, as modified and amended by this First Supplemental Indenture, and (v) every Holder of Notes heretofore and hereafter authenticated and delivered under the Indenture shall be bound by this First Supplemental Indenture.

ARTICLE FOUR
MISCELLANEOUS PROVISIONS

     Section 4.1. Effective Time.

     This First Supplemental Indenture is effective as of the Effective Time of the Merger, as defined in the Merger Agreement.

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     Section 4.2. Headings Descriptive.

     The headings of the several Articles and Sections of this First Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this First Supplemental Indenture.

     Section 4.3. Rights and Obligations of the Trustee.

     All of the provisions of the Indenture with respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with the same effect as if set forth herein in full.

     Section 4.4. Successors and Assigns.

     This First Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the Holders of any Notes then outstanding.

     Section 4.5. Defined Terms

     Capitalized terms used in this First Supplemental Indenture and not defined herein shall have the meanings ascribed to such terms in the Indenture.

     Section 4.6. Counterparts.

     This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

     Section 4.7. Governing Law.

     This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 4.8. Separability.

     If any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 4.9. Trust Indenture Act.

     If and to the extent that any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this First Supplemental Indenture or in the Indenture by the Trust Indenture Act of 1939, as amended (the “TIA”), such required provision of the TIA shall control.

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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

SPSS INC.
By:	/s/ Raymond H. Panza
	Name:	Raymond H. Panza
	Title:	Executive Vice President, Corporate Operations, Chief Financial Officer and Secretary
WILMINGTON TRUST FSB, as Trustee
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

EX-99.1

Exhibit 99.1

October 2, 2009

SPSS INC.

Fundamental Change Company Notice
and
Offer to Repurchase

To the Holders of
2.50% Convertible Subordinated Notes due 2012
CUSIP No. 78462KAA0
CUSIP No. 78462KAB8

     Reference is made to the Indenture, dated March 19, 2007, by and between SPSS Inc. (the “Company”) and Wilmington Trust FSB (as successor to Bank of America, N.A., as successor to LaSalle Bank National Association), as trustee (the “Trustee”), relating to the Company’s 2.50% Convertible Subordinated Notes due 2012 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.

     Pursuant to Section 3.01(b) of the Indenture, notice is hereby given by the Company that, in connection with the Agreement and Plan of Merger, dated July 27, 2009, by and among the Company, International Business Machines Corporation (“IBM”) and Pipestone Acquisition Corp. (“Merger Sub”), pursuant to which on October 2, 2009, Merger Sub merged with and into the Company with the Company as the surviving corporation and a wholly owned subsidiary of IBM (the “Merger”), a Fundamental Change has occurred.

     Offer to Repurchase

     The Company is hereby making an offer to repurchase the Notes (the “Offer to Repurchase”) at a price equal to 100% of the principal amount of the Notes, plus all accrued and unpaid interest to, but not including, November 3, 2009 (the “Fundamental Change Purchase Date”).

     The accrued and unpaid interest to, but not including, November 3, 2009 will be $3.33 for each $1,000 principal amount of the Notes resulting in a total Fundamental Change Purchase Price of $1,003.33 for each $1,000 principal amount of the Notes. The Fundamental Change Purchase Price is substantially less than the $1,214.22 that Holders are entitled to receive upon conversion for each $1,000 principal amount of Notes surrendered for conversion. The right of Holders to convert their Notes as a result of the Fundamental Change, and the determination of the amount to which they would be entitled to receive upon conversion, is discussed below under “Conversion Rights”. Holders who elect to accept the Offer to Repurchase will not be able to exercise their conversion rights with respect to the Notes unless they validly withdraw their election.

     Holders who wish to accept the Offer to Repurchase must fill out the Fundamental Change Purchase Notice, which is attached hereto as Exhibit A. Such Fundamental Change

Purchase Notice shall state (i) the portion of the principal amount of Notes (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) that the Holder will deliver to be purchased, (ii) that, pursuant to the terms and conditions specified in the Notes and in the Indenture, such Notes shall be purchased as of Fundamental Change Purchase Date and (iii) if the Notes are held in global form, any other items required to comply with the applicable procedures of the Depository Trust Company (“DTC”).

     A Holder may exercise its rights to receive the Fundamental Change Purchase Price by delivering the Fundamental Change Purchase Notice to the Trustee (which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the applicable procedures of DTC) by 5:00 p.m., Eastern Time, on November 2, 2009.

     All notices delivered to the Trustee (which is also acting as Paying Agent and Conversion Agent) shall be directed to the following address:

Wilmington Trust FSB
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402
Attention: Jane Schweiger
Facsimile: (612) 217-5651
Telephone: (612) 217-5632

     To validly withdraw a Fundamental Change Purchase Notice, you must deliver to the Trustee a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the applicable procedures of DTC) of withdrawal, specifying (i) the principal amount of the Notes (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted and (ii) the portion of the principal amount of Notes that will remain subject to the Fundamental Change Purchase Notice (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof).

     You may change your mind as many times as you wish, but you will be bound by the last properly submitted Fundamental Change Purchase Notice or withdrawal form the Trustee receives before 5:00 p.m., Eastern Time, on November 2, 2009.

     Neither we nor any other person is obligated to give you notice of any defects or irregularities in any Fundamental Change Purchase Notice or any notice of withdrawal, nor will anyone incur any liability for failure to give any notice. We will determine, in our sole discretion, all questions as to the form and validity, including time of receipt, of any Fundamental Change Purchase Notice or notice of withdrawal. Our determination of these matters will be final and binding.

     Unless the Company fails to pay the Fundamental Change Purchase Price, the Notes covered by any Fundamental Change Purchase Notice that is properly given and not validly

withdrawn will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Purchase Date.

     Conversion Rights

     On September 16, 2009, the Company issued a notice that the Notes would become convertible upon the consummation of the Merger. Holders who surrender their Notes for conversion prior to 5:00 p.m., Eastern Time, on November 2, 2009, will be entitled to receive, for each $1,000 principal amount of Notes surrendered for conversion, an amount of cash equal to $1,214.22.

     The amount to which Holders are entitled to receive upon surrendering their Notes for conversion in connection with the Merger is determined by multiplying $50.00 by 24.2843 (the applicable Conversion Rate of 21.3105 in effect immediately prior to the merger increased by a “make-whole premium” of 2.9738 as provided by Section 4.01(j) of the Indenture).

     The right to surrender Notes for conversion as a result of and in connection with the merger will expire at 5:00 p.m., Eastern Time, on November 2, 2009.

     Holders who wish to convert their Notes must satisfy the requirements of Article 4 of the Indenture, including (i) surrendering the Notes for conversion to the Trustee, (ii) completing, manually signing and delivering to the Trustee the conversion notice on the back of the Notes, (iii) furnishing the appropriate endorsements and transfer documents if required by the Trustee and (iv) paying all transfer or similar taxes, if required. Payment will be made to such Holders promptly following the date such requirements are satisfied.

     The Company and the Trustee shall be entitled to deduct and withhold from the conversion consideration otherwise payable to any holder such amounts as the Company or the Trustee is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Company or the Trustee, such withheld amounts shall be treated for all purposes as having been paid to the holder in respect of which such deduction and withholding was made by the Company or the Trustee.

     Neither the Company nor its board of directors has made or will make any recommendation as to whether or not Holders should elect to have their Notes purchased in accordance herewith. Holders must make their own decision whether or not to deliver a Fundamental Change Purchase Notice and require the Company to repurchase any or all of their Notes, after taking into account their own personal circumstances and preferences. The Company recommends that Holders discuss this Fundamental Change Company Notice and the Offer to Repurchase with their personal financial, tax and legal advisors.

     The CUSIP Numbers listed above are for information purposes only. Neither the Company nor the Trustee shall be responsible for the selection and use of these CUSIP Numbers, nor is any representation made to their correctness on the Notes or as indicated in this notice.

SPSS INC.

EXHIBIT A

FUNDAMENTAL CHANGE REPURCHASE NOTICE

To: SPSS Inc.

     The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from SPSS Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Note and the Indenture referred to in the Note at the Fundamental Change Purchase Price to the registered Holder hereof.

Date:
	Signature(s)
	Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
	Signature Guaranty
Principal amount to be purchased (in an integral multiple of $1,000, if less than all):

NOTICE: The signature to the foregoing Notice must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever.