8-K 1 c01660e8vk.txt CURRENT REPORT ================================================================================ 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) January 16, 2006 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 16, 2006, SPSS Inc. ("SPSS") entered into a Software Distribution Agreement ("Distribution Agreement") with Banta Global Turnkey, Ltd. ("Banta"). The Distribution Agreement has an effective date of January 3, 2006. Pursuant to the Distribution Agreement, Banta or its suppliers will duplicate SPSS software media and documentation and fulfill and ship software and documentation orders for SPSS in the United States and multiple international locations. The Distribution Agreement replaces a prior agreement between SPSS and Banta that the parties mutually agreed to terminate in connection with the execution of the Distribution Agreement, as further described in Item 1.02 below. The term of the Distribution Agreement is three (3) years and can be renewed for successive one (1) year terms. The foregoing summary of the material terms of the Distribution Agreement is qualified in its entirety by the text of the Distribution Agreement attached as Exhibit 10.57 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 1.02: TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT Prior to entering into the Distribution Agreement described in Item 1.01 above, SPSS and Banta were parties to a Software Distribution Agreement, dated as of January 3, 1997 (the "Original Agreement"). On January 16, 2006, concurrent with and as a result of the parties' entry into the Distribution Agreement, SPSS and Banta mutually agreed to terminate the Original Agreement. Under the Original Agreement, Banta agreed to provide the same services to SPSS that Banta will provide under the Distribution Agreement. The terms and conditions of the Original Agreement are substantially similar to the terms and conditions of the Distribution Agreement described in Item 1.01 above. ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.57 Distribution Agreement, dated as of January 3, 2006, by and between SPSS Inc. and Banta Global Turnkey, Ltd. 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/ Raymond H. Panza ------------------------------------ Raymond H. Panza Executive Vice President, Corporate Operations, Chief Financial Officer and Secretary Dated: January 17, 2006 3