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