-----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, Q7S83GXhbvXnN2/aLuu0at+u87vvUKraNwK/jHa5/8dmXDQvJ2u1ztk5xVNEY31F PKncVSmt3086PZlcugKkfA== 0000950137-07-001814.txt : 20070209 0000950137-07-001814.hdr.sgml : 20070209 20070209124439 ACCESSION NUMBER: 0000950137-07-001814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070209 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 07596645 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 1 c12140e8vk.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) February 8, 2007 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) 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 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS (b) On February 8, 2007, Mr. Kenneth Holec notified the Board of Directors (the "Board") of SPSS Inc. (the "Company") that he has decided not to stand for reelection at the Company's 2007 Annual Meeting of Stockholders to be held on April 26, 2007. Mr. Holec informed the Board that he has made this decision in order to devote more time to his other business ventures. Mr. Holec is a member of the class of directors whose term expires at the Company's 2007 Annual Meeting of Stockholders. As such, Mr. Holec will continue to serve as a member of the Board until April 26, 2007. Mr. Holec has served as a director of SPSS since its merger with Showcase Corporation in February 2001. Mr. Holec has informed SPSS that his decision did not relate to any disagreement with SPSS on matters related to SPSS or its operations, policies or practices. "We appreciate Mr. Holec's years of distinguished service and thank him for his contributions during his tenure with the Board," said Mr. Jack Noonan, the Company's President and Chief Executive Officer. In connection with Mr. Holec's decision and as permitted by the Company's By-laws, the Board has resolved that, effective as of the date of the 2007 Annual Meeting of Stockholders, the total number of Board members will be reduced from eight members to seven members, thereby reducing the class of directors to be elected at the Annual Meeting from three members to two members. (e) On February 8, 2007, the Board adopted the 2007 Executive Incentive Cash Compensation Plan. Under the plan, the Company's executive officers are eligible to receive incentive awards based on the achievement of (i) a quarterly revenue target defined in the plan measured on a GAAP reported basis (the "Revenue Component") and (ii) a quarterly earnings per share target defined in the plan measured on a GAAP report basis (the "EPS Component"). With the exception of the Company's Senior Vice President, Worldwide Sales whose target incentive awards are further described below, 30% of each executive's target incentive award is dependent upon achievement of the Revenue Component and 70% of each executive's target incentive award is dependent upon achievement of the EPS Component. With regard to the Company's Senior Vice President, Worldwide Sales, 70% of his target incentive award is dependent upon the achievement of the Revenue Component and 30% of his target incentive award is dependent on the achievement of the EPS Component. The quarterly revenue target and the quarterly earnings per share target are defined in the plan as the applicable quarterly revenue or earnings per share target set forth in the 2007 business plan adopted by the Board and as reaffirmed and/or adjusted each quarter by the Compensation Committee. The Compensation Committee may adjust the targets and/or payment calculation, as necessary, to insure comparability or to recognize the positive or negative impact of any items deemed to be inconsistent with the originally approved plan. 2 This summary of the material terms of the plan is qualified in its entirety by the text of the plan attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. As further detailed below, the Board has established 2007 incentive targets for its named executive officers under the 2007 Executive Incentive Cash Compensation Plan. These incentive targets were recommended to the Board by the Compensation Committee. Actual incentive payments could exceed the target payments. Under the plan, any incentive earned will be paid to the executive officers as soon as practical after the close of each fiscal quarter and the receipt of approval by the Compensation Committee. Set forth below are the 2007 base salaries and target awards under the 2007 Executive Incentive Cash Compensation Plan for each of the Company's named executive officers:
Target Cash Name Base Salary Incentive Award - ---- ----------- --------------- Jack Noonan $500,000 $500,000 Raymond H. Panza $420,000 $260,000 Jonathan Otterstatter $340,000 $260,000 John Shap $270,000 $260,000 Douglas P. Dow $220,000 $ 80,000
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 2007 Executive Incentive Cash Compensation Plan
3 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/ Erin R. McQuade ------------------------------------ Erin R. McQuade Vice President, Associate General Counsel Dated: February 9, 2007 4 EX-10.1 2 c12140exv10w1.txt 2007 EXECUTIVE INCENTIVE CASH COMPENSATION PLAN Exhibit 10.1 2007 EXECUTIVE INCENTIVE CASH COMPENSATION PLAN (measured and paid quarterly) PARTICIPANTS: SPSS Executive Officers OBJECTIVE: To provide cash incentives that reward executives for the delivery of superior corporate performance in achieving specific measurable results that drive growth in stockholder value. PAID: As soon as practical after the close of each fiscal quarter, after approval by the Compensation Committee. 2007 TARGETS: Executive's Incentive Cash Target will be based on Revenue (30%) / EPS (70%) - with the exception of the Senior Vice President - Worldwide Sales whose target will be based on Revenue (70%) / EPS (30%). All amounts will be measured on a GAAP reported basis. - REVENUE: The quarterly revenue target is defined as the applicable quarterly revenue target set forth in the 2007 Business Plan as approved by the Board of Directors and as re-affirmed or adjusted each quarter by the Compensation Committee of the Board. - EPS: The quarterly earnings per share target is defined as the applicable quarterly earning per share targets set forth in the 2007 Business Plan as approved by the Board of Directors and as re-affirmed or adjusted each quarter by the Compensation Committee of the Board. The Compensation Committee may adjust the Plan targets and/or payment calculation, as necessary, to insure comparability or to recognize the positive or negative impact of any items deemed to be inconsistent with the originally approved Plan such as unanticipated organizational changes (including acquisitions and divestitures), one-time, unusual, prior year items or non-operating items impacting the GAAP reported Revenue and/or EPS. CALCULATION AND PAYMENT AMOUNT: - REVENUE: An executive's cash incentive will be paid at 100% of executive's applicable approved incentive compensation for achievement of 100% of the Revenue target, plus or minus 10% for each $100,000 difference from Revenue target (calculated proportionally). - EPS: An executive's cash incentive will be paid at 100% of executive's applicable approved incentive compensation for achievement of 100% of EPS target. - An executive's cash incentive will be paid at 50% of executive's applicable approved incentive compensation for achievement of $0.01 below EPS target and no payment for achievement of EPS target $0.02 or more below EPS target. (Incentive payment will be calculated proportionally between $0.01 and $0.02 below target). - For the achievement of EPS above target amount, executive's cash incentive will be paid at 100% plus an additional payment from the "Incentive Pool" (as defined below) equal to the executive's relative percentage share (calculated as the executive's approved incentive compensation divided by the sum of the approved incentive compensation for all individuals participating in this Executive Incentive Cash Compensation Plan) times the amount of the Incentive Pool. - The "Incentive Pool" will be equal to one-third the amount that net income exceeds the net income equivalent to the EPS target. (Note: payments relative to the Incentive Pool will not be in excess of incentive pool accrual recorded.) - The final calculation and approval of payment of incentives to executives is at the sole discretion and approval of the Compensation Committee of the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----