8-K 1 c78628e8vk.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) July 29, 2003 --------------------- SPSS INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer 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 7: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 SPSS Press Release, dated July 29, 2003 ITEM 12: RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 29, 2003, SPSS Inc. issued a press release announcing its results for its fiscal quarter ended June 30, 2003. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The press release contains non-GAAP financial measures within the supplemental financial information table, "Performance vs. Productivity and Productivity Goals," that presents SPSS's trailing twelve-month performance versus its internal productivity goals, which include EBITDA, adjusted EBITDA and adjusted operating income. EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortization, and is not a calculation in accordance with GAAP. However, we believe that EBITDA is widely used as a measure of operating performance and we believe EBITDA to be an important indicator of SPSS's operational strength and performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining liquidity that is calculated in accordance with GAAP. Adjusted EBITDA and adjusted operating income exclude special items, as noted in the footnotes of the table. The special items include acquisition and related costs and other nonrecurring charges. SPSS management uses EBITDA, adjusted EBITDA and adjusted operating income in measuring internal performance to better understand underlying operations. We believe investors should have available the same information that management uses to measure performance and that the presentation of these non-GAAP financial measures provides useful information into the results of operations of SPSS for the current, past and future periods. Additionally, in explaining performance of SPSS to interested parties, we may use these non-GAAP financial measures to describe the underlying operating results. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by SPSS under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing. 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/ EDWARD HAMBURG ------------------------------------- Edward Hamburg, Executive Vice President, Corporate Operations, Chief Financial Officer and Secretary Dated: July 31, 2003 3