-----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, FOBcQ1lkFGyiORE2uviDaqWeHVkJT/iKPW8w1TVKT7x/ifbHvVG+cRZ9voV66VT7 tTcAvLS8JocVPMlWnh/TXA== 0000950137-03-003648.txt : 20030630 0000950137-03-003648.hdr.sgml : 20030630 20030630164602 ACCESSION NUMBER: 0000950137-03-003648 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 03764939 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 11-K 1 c77995e11vk.txt ANNUAL REPORT ================================================================================ 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 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 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 S. 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 S. WACKER DRIVE, 11TH FLOOR, CHICAGO, ILLINOIS 60606 ================================================================================ INDEPENDENT AUDITORS' REPORT The Administrative Committee SPSS Inc. Employee Stock Purchase Plan: We have audited the accompanying statements of net assets available for benefits of SPSS Inc. Employee Stock Purchase Plan (the Plan) as of December 31, 2001 and 2002, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 2002. 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 auditing standards generally accepted in the United States of America. 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 net assets available for benefits of SPSS Inc. Employee Stock Purchase Plan as of December 31, 2001 and 2002, and the changes in its net assets available for benefits for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Chicago, Illinois March 19, 2003 2 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 AND 2002
2001 2002 - -------------------------------------------------------------------- Due from Sponsor $135,965 $92,102 - -------------------------------------------------------------------- Net assets available for benefits $135,965 $92,102 - --------------------------------------------------------------------
See accompanying notes to financial statements. 3 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
2000 2001 2002 - ---------------------------------------------------------------------------------------- Additions to net assets attributed to: Participant contributions $ 410,684 $ 437,417 $ 406,356 Employer contributions 72,524 73,922 71,232 - ---------------------------------------------------------------------------------------- 483,208 511,339 477,588 Deductions from net assets attributed to: Purchases of SPSS Inc. common stock (463,460) (493,838) (521,451) - ---------------------------------------------------------------------------------------- Net increase (decrease) 19,748 17,501 (43,863) Net assets available for benefits: Beginning of year 98,716 118,464 135,965 - ---------------------------------------------------------------------------------------- End of year $ 118,464 $ 135,965 $ 92,102
See accompanying notes to financial statements. 4 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001 and 2002 (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 as described below. USE OF ESTIMATES Management of the Company has made a number of estimates and assumptions relating to the reporting of plan assets and the disclosure of contingent assets and liabilities at the date of the statement of net assets available for benefits during the reporting periods. Actual results could differ from those estimates. CONTRIBUTIONS Participants may contribute up to 10% of their base salary to the Plan. At the end of each quarter, the total funds deducted from participants' pay checks are used to purchase SPSS Inc. common stock. The Plan calculates the share purchase price as 85% of the lower of i) the closing market price of the stock on the first trading day of the quarter or ii) the closing market price for the stock on the last trading day 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 were 121 and 74 participants in the Plan as of December 31, 2001 and 2002, respectively. 5 SPSS INC. EMPLOYEE STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2001 and 2002 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. (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 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. Beginning basis in the stock is 85% of the total price and, therefore, participants are not responsible for taxes on the additional 15% until the stock is sold. Special holding period rules apply and the gain or loss realized may need to be split and reported as compensation expense and gain or loss on the difference. (4) ADMINISTRATIVE EXPENSES All administrative expenses relating to the Plan are paid by the Company. 6 SIGNATURE 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 June 30, 2003 By: /s/ Robert J. Brinkmann ----------------------------------- Robert J. Brinkmann Plan Administrator 7 EXHIBIT INDEX
Incorporation Exhibit By Reference Number Document Description (If applicable) ------ -------------------- --------------- 23.1 Consent of Independent Certified Public Accountants 99.1 Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.3 SPSS Inc. Employee Stock Purchase Plan *
- -------------------------------------------------------------------------------- * Previously filed with SPSS's annual report on Form 11-K for the year ended December 31, 1994 (File No. 000-22194), and as Exhibit 10.46 to SPSS's Form S-4, filed December 19, 2000 (File No. 333-52216). 8 EX-23.1 3 c77995exv23w1.txt CONSENT OF INDEPENDENT CPAS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS SPSS Inc.: We consent to the incorporation by reference in the registration statements on Form S-8 (nos. 333-57168 and 33-73120) of SPSS Inc. of our report dated March 19, 2003, relating to the statements of net assets available for benefits of the SPSS Inc. Employee Stock Purchase Plan as of December 31, 2001 and 2002, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 11-K of the SPSS Inc. Employee Stock Purchase Plan. /s/ KPMG LLP Chicago, Illinois June 27, 2003 EX-99.1 4 c77995exv99w1.txt SECTION 906 CEO CERTIFICATION Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that: (1) The Annual Report on Form 11-K of the SPSS Inc. Employee Stock Purchase Plan (the "Plan") for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 30, 2003 By: /s/ Jack Noonan ----------------------------- Jack Noonan President and Chief Executive Officer A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to SPSS Inc. and will be retained by SPSS Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-99.2 5 c77995exv99w2.txt SECTION 906 CFO CERTIFICATION EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that: (1) The Annual Report on Form 11-K of the SPSS Inc. Employee Stock Purchase Plan (the "Plan") for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 30, 2003 By: /s/ Edward Hamburg ----------------------------- Edward Hamburg Executive Vice-President, Corporate Operations and Chief Financial Officer A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to SPSS Inc. and will be retained by SPSS Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----