-----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, AeU3Gd6TEWUXVkWyIblghAFfXrw2qyK9UpXbn6EwtrBr1zlSFM6VwuQi/WWlmZ2I PTv/HByDr0LWbkxha5S+Zw== 0000950137-02-002388.txt : 20020423 0000950137-02-002388.hdr.sgml : 20020423 ACCESSION NUMBER: 0000950137-02-002388 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020423 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 02618039 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/A 1 c69093e8-ka.txt AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 3) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 6, 2002 --------------------- SPSS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer 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. As previously reported by SPSS Inc. on February 21, 2002, SPSS acquired all of the issued and outstanding shares of capital stock of LexiQuest, S.A. under the terms of a stock purchase agreement, dated as of January 31, 2002, by and among SPSS, LexiQuest and the owners of all of the issued and outstanding shares of capital stock of LexiQuest, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated March 16, 2002. This Current Report on Form 8-K/A (Amendment No. 2) amends the Current Report on Form 8-K previously filed with the Securities and Exchange Commission on February 21, 2002, as amended by that Form 8-K/A (Amendment No. 1) filed with the SEC on February 27, 2002, as amended by that Form 8-K/A (Amendment No. 2) filed with the SEC on April 22, 2002. This report is being filed to include the Consent of Ernst & Young Audit which was not included in the filing of the Form 8-K/A (Amendment No. 2) on April 22, 2002. Prior to filing, Ernst & Young Audit had orally informed SPSS that it had consented to the use of its Independent Auditors' Report dated April 19, 2002 as contained in the Form 8-K/A. However, the conformed copy of the manually executed Consent was not included in the filing because of a communications error. ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.4 Consent of Ernst & Young Audit. 2 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: April 23, 2002 3 EX-99.4 3 c69093ex99-4.txt CONSENT OF ERNST & YOUNG AUDIT EXHIBIT 99.4 CONSENT OF ERNST & YOUNG AUDIT We consent to the use of our report dated April 19, 2002, with respect to the consolidated financial statements of LexiQuest, S.A. for the years ended December 31, 2000 and 2001 included in the Current Report (Form 8-K/A No. 2) of SPSS Inc. dated April 22, 2002. Ernst & Young Audit Represented by John Mackey Paris, France April 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----