-----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, ODCPMp0hbNcv1zNqIA9IBXN2FYA4QMACNlzoMYiAQFpu/wcMVp/h26NGYWwaNr95 y/1V8x+sclcegiweKbfgyA== 0000950137-06-000657.txt : 20060120 0000950137-06-000657.hdr.sgml : 20060120 20060120111529 ACCESSION NUMBER: 0000950137-06-000657 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 06539786 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 10-K/A 1 c00954e10vkza.txt AMENDMENT TO ANNUAL REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A (AMENDMENT NO. 2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 COMMISSION FILE NUMBER: 33-64732 --------------- SPSS INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2815480 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 233 S. WACKER DRIVE, CHICAGO, ILLINOIS 60606 (Address of principal executive offices and zip code) REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (312) 651-3000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant (based upon the per share closing sale price of $17.97 on June 30, 2004) was approximately $315.8 million. The number of shares outstanding of the registrant's Common Stock, par value $0.01, as of March 1, 2005, was 17,783,279. ================================================================================ EXPLANATORY NOTE SPSS Inc. ("SPSS" or the "Company") filed its Annual Report on Form 10-K for fiscal year 2004 (the "Annual Report") with the Securities and Exchange Commission (the "Commission") on March 16, 2005 and amended the Annual Report by filing Amendment No. 1 to Annual Report on Form 10-K with the Commission on April 22, 2005. This Amendment No. 2 to Annual Report on Form 10-K ("Amendment No. 2") amends the Annual Report solely to incorporate by reference a revised redacted version of Exhibit 10.50 that conforms with specifications requested by the Commission in response to the Company's request for confidential treatment. This revised redacted version of Exhibit 10.50 is incorporated into this Amendment No. 2 by reference to the revised redacted version of the agreement made publicly available by SPSS on a Form 8-K filed with the Commission on January 20, 2006. Accordingly, Exhibit 10.50 is hereby amended and restated in its entirety. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SPSS has included in this Amendment No. 2 only Item 15 of Part IV of Form 10-K. The remainder of the information contained in the Annual Report, as amended by Amendment No. 1, is not amended hereby. This Amendment No. 2 does not reflect events occurring after the filing of the Annual Report, as amended by Amendment No. 1, or modify or update the disclosures contained in either document in any way other than as required to reflect the amendment set forth below. In connection with the filing of this Amendment No. 2 and pursuant to the Commission rules promulgated pursuant to the Exchange Act, SPSS is including with this Amendment No. 2 certain currently dated certifications. 1 ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE (a)(1) Consolidated Financial Statements commence on page 39: Consolidated Balance Sheets as of December 31, 2003 and 2004 Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2002, 2003 and 2004 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2002, 2003 and 2004 Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004 Notes to Consolidated Financial Statements (2) Consolidated Financial Statement Schedule -- see page 72: Schedule II Valuation and qualifying accounts Schedules not filed: All schedules other than that indicated in the index have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. (3) Exhibits required by Item 601 of Regulation S-K. (Note: Management contracts and compensatory plans or arrangements are identified with a "+" in the following list.)
INCORPORATION EXHIBIT BY REFERENCE NUMBER DESCRIPTION OF DOCUMENT (IF APPLICABLE) - ------- ----------------------- --------------- 2.1 Agreement and Plan of Merger among SPSS Inc., SPSS ACSUB, Inc., Clear (1), Ex. 2.1 Software, Inc. and the shareholders named therein, dated September 23, 1996. 2.2 Agreement and Plan of Merger among SPSS Inc., SPSS Acquisition Inc. and (2), Annex A Jandel Corporation, dated October 30, 1996. 2.3 Asset Purchase Agreement by and between SPSS Inc. and DeltaPoint, Inc., (14), Ex. 2.3 dated as of May 1, 1997. 2.4 Stock Purchase Agreement among the Registrant, Edward Ross, Richard (3), Ex. 2.1 Kottler, Norman Grunbaum, Louis Davidson and certain U.K.-Connected Shareholders or warrant holders of Quantime Limited named therein, dated as of September 30, 1997, together with a list briefly identifying the contents of omitted schedules. 2.5 Stock Purchase Agreement among the Registrant, Edward Ross, Richard (3), Ex. 2.2 Kottler, Norman Grunbaum, Louis Davidson and certain Non-U.K. Shareholders or warrant holders of Quantime Limited named therein, dated as of September 30, 1997, together with a list briefly identifying the contents of omitted schedules.
2 2.6 Stock Purchase Agreement by and among SPSS Inc. and certain (4), Ex. 2.1 Shareholders of Quantime Limited listed on the signature pages thereto, dated November 21, 1997. 2.7 Stock Purchase Agreement by and among Jens Nielsen, Henrik Rosendahl, (4), Ex. 2.2 Ole Stangegaard, Lars Thinggaard, Edward O'Hara, Bjorn Haugland, 2M Invest and the Shareholders listed on Exhibit A thereto, dated November 21, 1997. 2.8 Stock Purchase Agreement by and among SPSS Inc. and the Shareholders of (15), Ex. 2.1 Integral Solutions Limited listed on the signature pages hereof, dated as of December 31, 1998. 2.9 Share Purchase Agreement by and among SPSS Inc., Surveycraft Pty Ltd. (17), Ex. 2.9 and Jens Meinecke and Microtab Systems Pty Ltd., dated as of November 1, 1998. 2.10 Stock Acquisition Agreement by and among SPSS Inc., Vento Software, (18), Ex. 2.1 Inc. and David Blyer, John Gomez and John Pappajohn, dated as of November 29, 1999. 2.11 Asset Purchase Agreement by and between SPSS Inc. and DataStat, S.A., (20), Ex. 2.11 dated as of December 23, 1999. 2.12 Agreement and Plan of Merger dated as of November 6, 2000, among SPSS (21), Ex. 2.1 Inc., SPSS Acquisition Sub Corp., and ShowCase Corporation. 2.13 Agreement and Plan of Merger dated as of October 28, 2001, among SPSS (24), Ex. 99.1 Inc., Red Sox Acquisition Corp. and NetGenesis Corp. 2.14 Stock Purchase Agreement by and among SPSS Inc., LexiQuest, S.A. and (26), Ex. 2.14 the owners of all of the issued and outstanding shares of capital stock of LexiQuest, S.A., dated as of January 31, 2002. 2.15 Stock Purchase Agreement, dated as of November 4, 2003, by and among (30), Ex. 2.15 SPSS Inc., SPSS International B.V. and the owners of all of the issued and outstanding shares of Data Distilleries B.V. identified on Exhibit A thereto. 3.1 Certificate of Incorporation of SPSS. (5), Ex. 3.2 3.2 By-Laws of SPSS. (5), Ex. 3.4 4.1 Intentionally Omitted. 4.2 Amended and Restated Rights Agreement, dated as of August 31, 2004, by (32), Ex. 4.2 and between SPSS Inc. and Computershare Investor Services, LLP, as Rights Agent.
3 10.1 Employment Agreement with Jack Noonan.+ (7), Ex. 10.1 10.2 Agreement with Valletta.+ (6), Ex. 10.2 10.3 Agreement between SPSS and Prentice Hall. (6), Ex. 10.5 10.4 Intentionally omitted. 10.5 HOOPS Agreement. (6), Ex. 10.7 10.6 Stockholders Agreement. (5), Ex. 10.8 10.7 Agreements with CSDC. (5), Ex. 10.9 10.8 Amended 1991 Stock Option Plan.+ (5), Ex. 10.10 10.9 SYSTAT Asset Purchase Agreement. (8), Ex. 10.9 10.10 Intentionally Omitted. 10.11 Lease for Chicago, Illinois Office. (9), Ex. 10.12 10.12 Amendment to Lease for Chicago, Illinois Office. (9), Ex. 10.13 10.13 1995 Equity Incentive Plan.+ (10), Ex. 10.14 10.14 Intentionally Omitted. 10.15 Amended and Restated 1995 Equity Incentive Plan.+ (11), Ex. 10.17 10.16 Intentionally Omitted. 10.17 Software Distribution Agreement between the Company and Banta Global (12), Ex. 10.19 Turnkey. 10.18 Lease for Chicago, Illinois in Sears Tower. (13), Ex. 10.20 10.19 Intentionally Omitted. 10.20 Intentionally Omitted.
4 10.21 Second Amended and Restated 1995 Equity Incentive Plan.+ (16), Ex. A 10.22 Intentionally Omitted. 10.23 Third Amended and Restated 1995 Equity Incentive Plan.+ (19), Ex. 10.1 10.24 Intentionally Omitted. 10.25 Intentionally Omitted. 10.26 Intentionally Omitted. 10.27 2000 Equity Incentive Plan.+ (22), Ex. 10.45 10.28 SPSS Qualified Employee Stock Purchase Plan.+ (22), Ex. 10.46 10.29 SPSS Nonqualified Employee Stock Purchase Plan.+ (22), Ex. 10.47 10.30 Intentionally Omitted. 10.31 Stock Purchase Agreement by and between SPSS Inc. and Siebel Systems, Inc. (23), Ex. 10.31 10.32 1999 Employee Equity Incentive Plan.+ (25), Ex. 4.1 10.33 Intentionally Omitted. 10.34 Intentionally Omitted. 10.35 Intentionally Omitted. 10.36 Intentionally Omitted. 10.37 Intentionally Omitted. 10.38 Intentionally Omitted. 10.39 Intentionally Omitted. 10.40 Intentionally Omitted. 10.41 Intentionally Omitted.
5 10.42 Intentionally Omitted. 10.43 Loan and Security Agreement, dated as of March 31, 2003, by and between (27), Ex. 10.43 SPSS Inc. and each SPSS subsidiary that may become additional borrowers, as Borrower, and Foothill Capital Corporation, as Lender. 10.44 Amendment to Stock Purchase Agreement, dated as of October 1, 2003, by (28), Ex. 10.44 and between SPSS Inc. and America Online, Inc. 10.45 Amended and Restated Strategic Online Research Services Agreement, (28), Ex. 10.45 dated as of October 1, 2003, by and between SPSS Inc. and America Online, Inc. 10.46 Consulting Agreement, dated as of June 1, 2003, by and between SPSS (29), Ex. 10.46 Inc. and Norman H. Nie Consulting, L.L.C. 10.47 SPSS Inc. Amended and Restated 2002 Equity Incentive Plan. (33), Ex. 10.47 10.48 Amended and Restated Employment Agreement, dated as of August 16, 2004, by and between SPSS Inc. and Raymond H. Panza. 10.49 Employment Agreement, dated as of August 16, 2004, by and between SPSS Inc. and Edward Hamburg. 10.50 OEM Agreement, dated as of November 5, 2004, by and between SPSS Inc. (34), Ex. 10.50 and Hyperion Solutions Corporation.* 10.51 Amended and Restated Consulting Agreement, dated as of January 1, 2005, by and between SPSS Inc. and Norman H. Nie Consulting, L.L.C. 10.52 Amended and Restated Employment Agreement, dated as of March 1, 2005, by and between SPSS Inc. and Jack Noonan. 14.1 SPSS Inc. Code of Business Conduct and Ethics. (31), Ex. 14.1 21.1 Subsidiaries of SPSS Inc. 23.1 Consent of KPMG LLP. 31.1 Certification of the Chief Executive Officer and President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the
6 Sarbanes-Oxley Act of 2002. 32.1 Certification of the 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. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 SPSS Inc. Charter of the Audit Committee of the Board of Directors. (31), Ex. 99.1 99.2 Supplement A to the SPSS Inc. Charter of the Audit Committee of the (31), Ex. 99.2 Board of Directors.
- ----------------- * Portions of this Exhibit are omitted and have been filed separately with the Securities and Exchange Commission in connection with a pending request for confidential treatment of certain portions of the Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (1) Previously filed with the Report on Form 8-K of SPSS Inc., dated September 26, 1996, filed on October 11, 1996, as amended on Form 8-K/A-1, filed November 1, 1996. (File No. 000-22194) (2) Previously filed with Amendment No. 1 to the Registration Statement on Form S-4 of SPSS Inc. filed on November 7, 1996. (File No. 333-15427) (3) Previously filed with the Report on Form 8-K of SPSS Inc., dated September 30, 1997, filed on October 15, 1997. (File No. 000-22194) (4) Previously filed with the Registration Statement on Form S-3 of SPSS Inc. filed on November 26, 1997. (File No. 333-41207) (5) Previously filed with Amendment No. 2 to the Registration Statement on Form S-1 of SPSS Inc. filed on August 4, 1993. (File No. 33-64732) (6) Previously filed with Amendment No. 1 to the Registration Statement on Form S-1 of SPSS Inc. filed on July 23, 1993. (File No. 33-64732) (7) Previously filed with the Registration Statement on Form S-1 of SPSS Inc. filed on June 22, 1993. (File No. 33-64732) (8) Previously filed with the Registration Statement on Form S-1 of SPSS Inc. filed on December 5, 1994. (File No. 33-86858) (9) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 1994. (File No. 000-22194) (10) Previously filed with the 1995 Proxy Statement of SPSS Inc. (File No. 000-22194) (11) Previously filed with the 1996 Proxy Statement of SPSS Inc. (File No. 000-22194) 7 (12) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 1996. (File No. 000-22194) (13) Previously filed with the Quarterly Report on Form 10-Q of SPSS Inc. for the quarterly period ended March 31, 1997. (File No. 000-22194) (14) Previously filed with the Quarterly Report on Form 10-Q of SPSS Inc. for the quarterly period ended June 30, 1997. (File No. 000-22194) (15) Previously filed with the Report on Form 8-K of SPSS Inc., dated December 31, 1998, filed on January 15, 1999, as amended on Form 8-K/A filed March 12, 1999. (File No. 000-22194) (16) Previously filed with the 1998 Proxy Statement of SPSS Inc. (File No. 000-22194) (17) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 1998. (File No. 000-22194) (18) Previously filed with the Report on Form 8-K of SPSS Inc., dated November 29, 1999, filed December 10, 1999. (File No. 000-22194) (19) Previously filed with the Quarterly Report on Form 10-Q of SPSS Inc. for the quarterly period ended June 30, 1999. (File No. 000-22194) (20) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 1999. (File No. 000-22194) (21) Previously filed with the Report on Form 8-K of SPSS Inc., filed November 15, 2000. (File No. 000-22194) (22) Previously filed with the Registration Statement on Form S-4 of SPSS Inc., filed on December 19, 2000. (File No. 333-52216) (23) Previously filed with Registration Statement on the Form S-3 of SPSS Inc. filed on October 9, 2001. (File No. 333-71236) (24) Previously filed with the Report on Form 8-K of SPSS Inc., dated October 28, 2001, filed on October 29, 2001. (File No. 000-22194) (25) Previously filed with the Registration Statement on Form S-8 of SPSS Inc. filed on September 15, 2000. (File No. 333-45900) (26) Previously filed with the Report on Form 8-K of SPSS Inc., dated February 6, 2002, filed on February 21, 2002. (File No. 000-22194) (27) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 2002. (File No. 000-22194) (28) Previously filed with the Report on Form 8-K of SPSS Inc., dated October 1, 2003, filed on October 15, 2003. (File No. 000-22194) 8 (29) Previously filed with the Quarterly Report on Form 10-Q of SPSS Inc. for the quarterly period ended September 30, 2003. (File No. 000-22194) (30) Previously filed with the Report on Form 8-K of SPSS Inc., dated November 5, 2003, filed on November 18, 2003. (File No. 000-22194) (31) Previously filed with the Annual Report on Form 10-K of SPSS Inc. for the year ended December 31, 2003. (File No. 000-22194) (32) Previously filed with the Registration Statement on Form 8-A12G/A of SPSS Inc. filed on August 31, 2004. (File No. 000-22194) (33) Previously filed with the Registration Statement on Form S-8 of SPSS Inc. filed on October 29, 2004. (File No. 222-120066) (34) Previously filed with the Current Report on Form 8-K/A (Amendment No. 2) filed January 20, 2006. (File No. 000-22194) 9 SIGNATURES Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 12b-15 promulgated thereunder, the Registrant has duly caused this Amendment No. 2 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized as of January 20, 2006. SPSS INC. By: /s/ Raymond H. Panza ---------------------------------- Raymond H. Panza Executive Vice President, Corporate Operations, Chief Financial Officer and Secretary 10 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- 31.1 Certification of the Chief Executive Officer and President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 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. 32.2 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.
11 EX-31.1 2 c00954exv31w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT EXHIBIT 31.1 CERTIFICATION I, Jack Noonan, certify that: 1. I have reviewed the Annual Report on Form 10-K of SPSS Inc., as amended by Amendment No. 1 to Annual Report on Form 10-K and this Amendment No. 2 to Annual Report on Form 10-K; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 20, 2006 By: /s/ Jack Noonan --------------------------- Jack Noonan President and Chief Executive Officer EX-31.2 3 c00954exv31w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION I, Raymond H. Panza, certify that: 1. I have reviewed the Annual Report on Form 10-K of SPSS Inc., as amended by Amendment No. 1 to Annual Report on Form 10-K and this Amendment No. 2 to Annual Report on Form 10-K; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 20, 2006 By: /s/ Raymond H. Panza -------------------------------------------- Raymond H. Panza Executive Vice-President, Corporate Operations, Chief Financial Officer and Secretary EX-32.1 4 c00954exv32w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT EXHIBIT 32.1 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 10-K of SPSS Inc. for the period ended December 31, 2004, as amended by that certain Amendment No. 1 to Annual Report on Form 10-K and this Amendment No. 2 to Annual Report on Form 10-K, 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 SPSS Inc. Date: January 20, 2006 By: /s/ Jack Noonan ----------------------------------- Jack Noonan President and Chief Executive Officer EX-32.2 5 c00954exv32w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 32.2 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 10-K of SPSS Inc. for the period ended December 31, 2004, as amended by that certain Amendment No. 1 to Annual Report on Form 10-K and this Amendment No. 2 to Annual Report on Form 10-K, 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 SPSS Inc. Date: January 20, 2006 By: /s/ Raymond H. Panza ----------------------------------------------- Raymond H. Panza Executive Vice-President, Corporate Operations, Chief Financial Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----