-----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, Cu5NVqn4B8jR8ojbEXsrwgaUjss3XLKn58Jl+QN2mJy/kJAY9oYMH5GTbdWPPAVp ZuCah3ouOKjETa4gZ9WBaQ== 0000950137-01-505277.txt : 20020413 0000950137-01-505277.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950137-01-505277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011221 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011221 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 1820847 BUSINESS ADDRESS: STREET 1: 233 S WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 c66702e8-k.txt FORM 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) December 21, 2001 ----------------- SPSS Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 -------- --------- ---------- (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation File Number) 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) ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS. CLOSING OF SPSS/NETGENESIS MERGER On December 21, 2001 (the "Closing Date"), SPSS Inc., a Delaware corporation ("SPSS"), completed its acquisition of all of the outstanding capital stock of NetGenesis Corp., a Delaware corporation ("NetGenesis"), in accordance with the terms of an Agreement and Plan of Merger, dated as of October 28, 2001 (the "Merger Agreement"), by and among SPSS, NetGenesis and Red Sox Acquisition Corp., a wholly-owned subsidiary of SPSS ("Merger Sub"). Pursuant to the terms of the Merger Agreement, the acquisition was effected through a merger (the "Merger") in which Merger Sub was merged with and into NetGenesis, with NetGenesis as the surviving corporation and a wholly-owned subsidiary of SPSS. The shares of NetGenesis common stock that were outstanding on the Closing Date will be converted into the right to receive an aggregate of approximately 2,400,000 shares of SPSS common stock, par value $0.01 per share, at an exchange ratio of 0.097 shares of SPSS common stock for each outstanding share of NetGenesis common stock (the "Exchange Ratio"). In addition, approximately 328,000 shares of SPSS common stock are issuable in connection with the exercise of options to purchase NetGenesis common stock that SPSS assumed in connection with the Merger. SPSS will not issue fractional shares of SPSS common stock in the Merger. As a result, the total number of shares of SPSS common stock that each NetGenesis stockholder will receive in the Merger will be rounded down to the nearest whole number, and each NetGenesis stockholder will receive a cash payment for the remaining fraction of a share of SPSS common stock that he or she would otherwise be entitled to receive, if any. The shares of SPSS common stock issued in the Merger were registered under the Securities Act of 1933, as amended (the "Securities Act"). The acquisition was structured as a tax-free reorganization and is being accounted for by SPSS under the purchase method of accounting. The Proxy Statement/Prospectus, dated November 30, 2001 (the "Proxy Statement/Prospectus"), included in SPSS' Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-73220) (the "Registration Statement") sets forth certain additional information regarding the Merger, SPSS and NetGenesis. The preceding discussion is only a summary and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as an exhibit to the Form 8-K that SPSS filed with the Securities and Exchange Commission on October 29, 2001, which related to the execution of the Merger Agreement by the parties, and is incorporated herein by this reference. A copy of the press release issued by SPSS on December 21, 2001, which announced the approval of the Merger by the stockholders of NetGenesis and the closing of the Merger, is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. (1) The unaudited condensed balance sheets of NetGenesis at September 30, 2001 and December 31, 2000, the related statements of operations for the three and nine months ended September 30, 2001 and 2000, the related statements of cash flows for the nine months ended September 30, 2001, and 2 the notes related thereto, are set forth on pages F-1 through F-8 of the Proxy Statement/Prospectus contained in the Registration Statement. The financial statements and notes set forth on those pages are incorporated herein by this reference. (2) The report of independent accountants dated January 24, 2001, the audited consolidated balance sheets of NetGenesis at December 31, 2000 and 1999, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2000, and the notes related thereto, are set forth on pages F-9 through F-36 of the Proxy Statement/Prospectus contained in the Registration Statement. The report, financial statements and notes set forth on those pages are incorporated herein by this reference. (b) PRO FORMA FINANCIAL INFORMATION. The following Unaudited Pro Forma Financial Information reflecting the pro forma effect on SPSS of its acquisition of NetGenesis is included on pages 114 through 118 of the Proxy Statement/Prospectus contained in the Registration Statement: - Unaudited Pro Forma Condensed Combining Balance Sheet at September 30, 2001; - Unaudited Pro Forma Condensed Combining Statement of Operations for the year ended December 31, 2000; - Unaudited Pro Forma Condensed Combining Statement of Operations for the nine months ended September 30, 2001; and - Notes to Unaudited Pro Forma Condensed Combining Financial Data. The Unaudited Pro Forma Financial Information and the notes related thereto set forth on the pages identified above are incorporated herein by this reference. (c) EXHIBITS. 23.1 Consent of PricewaterhouseCoopers LLP, with respect to NetGenesis financial statements. 99.1 Press Release, dated December 21, 2001, announcing the adoption of the Merger Agreement and the approval of the acquisition of NetGenesis, by the stockholders of NetGenesis, and the completion of the acquisition of NetGenesis. 3 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/ ROBERT BRINKMANN -------------------------------------- Robert Brinkmann, Assistant Secretary and Controller Dated: December 21, 2001 EX-23.1 3 c66702ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-73220) of SPSS Inc. of our report dated January 24, 2001 relating to the financial statements of NetGenesis Corp., which is incorporated by reference in this Current Report on Form 8-K of SPSS Inc. dated December 21, 2001. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts December 21, 2001 EX-99.1 4 c66702ex99-1.txt PRESS RELEASE DATED DECEMBER 21, 2001 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Dec. 21, 2001 PRESS CONTACT MaryEllen Hartigan SPSS Inc. 1-800-525-4980 pr@spss.com SPSS INC. ANNOUNCES COMPLETION OF NETGENESIS ACQUISITION CHICAGO - 12/21/01 - SPSS Inc. (Nasdaq: SPSS), a worldwide provider of analytical technology, today announced completion of the acquisition of NetGenesis Corp. (Nasdaq: NTGX), the leading provider of E-Metrics solutions for Global 2000 companies, in accordance with the terms of an Agreement and Plan of Merger dated as of October 28, 2001. NetGenesis Corp. stockholders have adopted the agreement and plan of merger and have approved of the merger with SPSS Inc. The merger will be effective at the end of the business day on December 21, 2001. The combination of SPSS Inc. and NetGenesis Corp. technology and expertise will deliver the first enterprise analytical CRM solution providing online and offline data analysis with a broad range of predictive analytics. Under the terms of the agreement and plan of merger, at the close of the merger today, SPSS Inc. will become obligated to issue 0.097 of shares of its common stock for each share of NetGenesis Corp. common stock outstanding. The total number of shares to be issued by SPSS at the closing is approximately 2.4 million. The price of the transaction will be determined at the close of the market today. ABOUT SPSS INC. SPSS Inc. (Nasdaq: SPSS) headquartered in Chicago, IL, USA, is a multinational computer software company providing technology that transforms data into insight through the use of predictive analytics and other data mining techniques. The company's solutions and products enable organizations to manage the future by learning from the past, understanding the present, as well as predicting potential problems and opportunities. For more information, visit www.spss.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED: Certain statements in this press release are forward-looking statements. Such statements can be identified by phrases such as "should be," "planning" and "expects." Such statements also involve known and unknown risks, including market conditions and competition, which may cause the company's actual results, performance, achievements, or industry results, to be materially different than any future results, performance or achievements expressed or implied in or by such forward-looking statements. By way of example and not limitation, known risks and uncertainties include changes in: market conditions, especially in Asia; changes and/or product demand and acceptance; the competitive environment; product release schedules; and currency fluctuations. In light of these and other risks and uncertainties, the inclusion of a forward-looking statement in this release should not be regarded as a representation by the company that any future results, performance or achievements will be attained. The company assumes no obligation to update the information contained in this press release. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the company's periodic reports (copies of which are available from SPSS upon request). # # # -----END PRIVACY-ENHANCED MESSAGE-----