-----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, HCPQ65bgV/8xliJ6uyF/S4Xrp0BfGxqFHEnxREWuyuhVzxbL2ka/PRoUENgPb+3E metsYyZeT8yZjzgjC/N24w== 0000950137-07-003858.txt : 20070315 0000950137-07-003858.hdr.sgml : 20070315 20070315153336 ACCESSION NUMBER: 0000950137-07-003858 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070312 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070315 DATE AS OF CHANGE: 20070315 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: 07696431 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 c13343e8vk.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) March 12, 2007 ---------------------- SPSS Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 - -------------------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 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 8.01: OTHER EVENTS In a press release issued on March 12, 2007, SPSS Inc. (the "Company") announced that it intends to offer $125 million aggregate principal amount ($150 million aggregate principal amount if the initial purchaser exercises its overallotment option to purchase additional notes in full) of Convertible Subordinated Notes due 2012 in a private offering (the "Offering"), subject to market conditions and other factors. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On March 13, 2007, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 SPSS Inc. press release dated March 12, 2007 99.2 SPSS Inc. press release dated March 13, 2007 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/ Erin R. McQuade ---------------------------------- Erin R. McQuade Vice President, Associate General Counsel Dated: March 15, 2007 3 EX-99.1 2 c13343exv99w1.txt PRESS RELEASE DATED MARCH 12, 2007 Exhibit 99.1 [SPSS LOGO] FOR IMMEDIATE RELEASE Contact: Janine Warell 312-261-6535 jwarell@spss.com SPSS INC. ANNOUNCES PROPOSED CONVERTIBLE NOTE OFFERING CHICAGO, Ill., March 12, 2007 -- SPSS Inc. (NASDAQ: SPSS) today announced that it intends to offer, subject to market and other conditions, approximately $125 million aggregate principal amount of convertible subordinated notes due 2012 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The interest rate, conversion terms and offering price are to be determined by negotiations between SPSS and the initial purchaser of the notes. SPSS also intends to grant the initial purchaser of the notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of notes, solely to cover over-allotments. SPSS intends to use $50 million of the net proceeds from the offering to purchase shares of its outstanding common stock in connection with this offering. SPSS intends to use the remaining proceeds of this offering for general corporate purposes, including potential acquisitions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. SAFE HARBOR STATEMENT This press release contains forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by phrases such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "could," "designed," "should be" and other similar expressions which denote expectations of future events rather than statements of fact. These forward-looking statements involve factors that are subject to risks and uncertainties. These risks and uncertainties, which may not be currently ascertainable and many of which are beyond the Company's control, may cause the Company's actual results, performance or achievements to be materially different than the results, performance or achievements expressed in or implied by the forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available either on the SEC's website at www.sec.gov or from the Company's investor relations department. In light of these risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that any future results, performance or achievements will be attained. These forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation to update the forward-looking statements contained in this press release. EX-99.2 3 c13343exv99w2.txt PRESS RELEASE DATED MARCH 13, 2007 Exhibit 99.2 [SPSS LOGO] FOR IMMEDIATE RELEASE Contact: Janine Warell 312-261-6535 jwarell@spss.com SPSS INC. PRICES $125 MILLION PRIVATE PLACEMENT OF 2.50% CONVERTIBLE SUBORDINATED NOTES DUE 2012 CHICAGO, Ill., March 13, 2007 -- SPSS Inc. (NASDAQ: SPSS) today announced the pricing of its offering of $125 million aggregate principal amount of 2.50% Convertible Subordinated Notes due 2012 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The sale of the notes is expected to close on March 19, 2007, subject to satisfaction of customary closing conditions. SPSS also granted the initial purchaser of the notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of notes, solely to cover over-allotments. The notes will pay interest semiannually at a rate of 2.50% per year and will be subordinated to all present and future senior indebtedness of the Company. The notes will be convertible, subject to certain conditions. Unless SPSS has made an irrevocable election to physically settle, upon conversion of a note, a holder will receive cash in an amount equal to the lesser of $1,000 and the conversion value and, if the conversion value is greater than $1,000, payment of the excess value, at the Company's option, in the form of cash, shares of Company common stock or a combination of cash and common stock. The initial conversion rate is 21.3105 shares of common stock per $1,000 principal amount of the notes (which is equivalent to an initial conversion price of approximately $46.93 per share), subject to adjustment upon the occurrence of certain events. This represents a conversion premium of approximately 42.5% relative to the last quoted sale price of the Company's common stock on the Nasdaq Global Select Market on March 13, 2007. As previously announced, SPSS intends to use $50 million of the net proceeds from the offering to purchase approximately 1.5 million shares of its outstanding common stock at $32.93 per share in connection with this offering. SPSS intends to use the remaining proceeds of this offering for general corporate purposes, including potential acquisitions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. SAFE HARBOR STATEMENT This press release contains forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by phrases such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "could," "designed," "should be" and other similar expressions which denote expectations of future events rather than statements of fact. These forward-looking statements involve factors that are subject to risks and uncertainties. These risks and uncertainties, which may not be currently ascertainable and many of which are beyond the Company's control, may cause the Company's actual results, performance or achievements to be materially different than the results, performance or achievements expressed in or implied by the forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available either on the SEC's website at www.sec.gov or from the Company's investor relations department. In light of these risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that any future results, performance or achievements will be attained. These forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation to update the forward-looking statements contained in this press release. -----END PRIVACY-ENHANCED MESSAGE-----