-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CEHH1/uaUzEezhUXkvNZjBKEoB7sDn2ZayDsOh+D559dtwaDlknJTK+kBTabmvtS nrG9OeUCk2/T0YDpRvmbgA== 0000950137-00-001432.txt : 20000331 0000950137-00-001432.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950137-00-001432 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPSS INC CENTRAL INDEX KEY: 0000869570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 362815480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-22194 FILM NUMBER: 585469 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 11-K 1 ANNUAL REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______________________ to ______________________ Commission file number 33-64732 --------------------------------------------------------- SPSS Inc. Employee Stock Purchase Plan 233 South Wacker Drive, 11th Floor, Chicago, Illinois 60606 Registrant's telephone number including area code: (312) 651-3000 (Name and Address of Issuer) SPSS Inc. 233 South Wacker Drive, 11th Floor, Chicago, Illinois 60606 2 INDEPENDENT AUDITORS' REPORT The Administrative Committee SPSS Inc. Employee Stock Purchase Plan: We have audited the accompanying statements of net assets available for plan benefits of the SPSS Inc. Employee Stock Purchase Plan (Plan) as of December 31, 1998 and 1999, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the SPSS Inc. Employee Stock Purchase Plan as of December 31, 1998 and 1999, and the changes in its net assets available for plan benefits for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. /s/ KPMG LLP Chicago, Illinois February 28, 2000 - 2 - 3 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1998 AND 1999 1998 1999 - ---------------------------------------------------------------------------- Cash $100,980 $ 98,716 - ---------------------------------------------------------------------------- Net assets available for plan benefits $100,980 $ 98,716 - ---------------------------------------------------------------------------- See accompanying notes to financial statements. - 3 - 4 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31, 1997, 1998 and 1999
1997 1998 1999 - ------------------------------------------------------------------------------------- Additions to net assets attributed to: Participant contributions $ 308,035 $ 341,149 $ 311,301 Employer contributions 47,960 54,001 51,513 - ------------------------------------------------------------------------------------- 355,995 395,150 362,814 Deductions from net assets attributed to: Purchases of SPSS Inc. common stock (296,767) (409,717) (365,078) - ------------------------------------------------------------------------------------- Net increase (decrease) 59,228 (14,567) (2,264) Net assets available for plan benefits: Beginning of year 56,319 115,547 100,980 - ------------------------------------------------------------------------------------- End of year $ 115,547 $ 100,980 $ 98,716 - -------------------------------------------------------------------------------------
See accompanying notes to financial statements. - 4 - 5 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements - ------------------------------------------------------------------------------ (1) DESCRIPTION OF PLAN The following description of the SPSS Inc. Employee Stock Purchase Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan was established on December 17, 1993 to allow employees of SPSS Inc. (the Company) to acquire shares of the Company's common stock on a quarterly basis through payroll deductions at a price equal to 85% of the market price. CONTRIBUTIONS Participants may contribute up to 10% of their base salary. At the end of each quarter, the total funds deducted from participants' pay checks are used to purchase SPSS Inc. common stock at 85% of the closing market price of the stock on the first trading day after the end of the quarter. USE OF FUNDS All contributions to the Plan are used to purchase shares of SPSS Inc. common stock. VESTING Participants are entitled to all rights as a holder of stock with respect to any stock issued, including the right to vote such shares. NUMBER OF PARTICIPANTS There are 103 participants in the Plan as of December 31, 1999. WITHDRAWALS Participants can withdraw from the Plan at any time and receive a refund of money deducted from their salary and not yet invested in stock. TERMINATION OF THE PLAN Although the Company has not expressed any intent to terminate the Plan, it may do so at any time. (continued) - 5 - 6 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements - -------------------------------------------------------------------------------- (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and the changes in those net assets. INVESTMENTS Participants' contributions are under the control of the Company, and may be maintained as a single fund or commingled with other funds. CONTRIBUTIONS Participants' contributions are recorded when withheld from the participants' paychecks by the Company. These contributions are invested in SPSS Inc. common stock on a quarterly basis. No interest is paid or accrued on amounts withheld through payroll deductions under the Plan. (3) FEDERAL INCOME TAXES The Plan is not subject to income taxes, as these taxes are incurred by the participants. Immediately following each quarterly purchase, the Company withholds the appropriate amount of tax, according to the withholding rules in effect, from the participants' paycheck. The participants, however, are responsible for taxes due as a result of the 15% discount from market received under the Plan. (4) ADMINISTRATIVE EXPENSES All administrative expenses relating to the Plan are paid by the Company. - 6 - 7 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SPSS Inc. Employee Stock Purchase Plan March 30, 2000 By: /s/ Robert J. Brinkmann ------------------------------------ Robert J. Brinkmann Plan Administrator - 7 - 8 EXHIBIT INDEX
Incorporation Exhibit By Reference Number Document Description (If applicable) - -------- -------------------- --------------- 23.1 Consent of Independent Certified Public Accountants 99 SPSS Inc. Employee Stock Purchase Plan *
- -------------------------------------------------------------------------------- * Previously filed with the annual report on Form 11-K pursuant to Section 15(d) of the Securities Exchange Act of 1934, for the year ended December 31, 1994. - 8 - EX-23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Administrative Committee SPSS Inc. Employee Stock Purchase Plan: We consent to the incorporation by reference in the registration statements (Nos. 333-41207, 333-21025, 333-10423 and 333-30460) on Form S-3, the registration statements (Nos. 33-73120, 33-73130, 33-74402, 33-80799, 333-63167, and 333-25869) on Form S-8, and the registration statement (No. 333-15427) on Form S-4 of SPSS Inc. of our report dated February 28, 2000, relating to the statements of net assets available for plan benefits of the SPSS Inc. Employee Stock Purchase Plan as of December 31, 1998 and 1999, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 11-K of the SPSS Inc. Employee Stock Purchase Plan. /s/KPMG LLP Chicago, Illinois March 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----