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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 7, 2000
SHOWCASE CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 0-26507 41-1628214
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification No.)
4115 Highway 52 North, Suite 300, Rochester, Minnesota, 55901
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(Address of principal executive offices)
Registrant's telephone number, including area code: (507) 288-5922
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
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Item 5. Other Events.
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On November 7, 2000, ShowCase Corporation, a Minnesota corporation
("ShowCase"), and SPSS Inc., a Delaware corporation ("SPSS"), announced the
signing of a definitive agreement and plan of merger (the "Merger Agreement"),
as a result of which ShowCase will become a wholly owned subsidiary of SPSS (the
"Merger"). Through the Merger, which is structured as a tax-free reorganization
for U.S. federal income tax purposes, the outstanding capital stock of ShowCase
will be converted into shares of SPSS common stock. The Merger is intended to be
accounted for as a "pooling of interests," and is subject to certain conditions,
including shareholder approval and receipt of required regulatory approvals.
The foregoing is a summary of certain terms and conditions of the
Merger, is not intended to be complete and is qualified by reference to the
joint press release of the parties describing the Merger and the Merger
Agreement, which are filed as Exhibits 99.1 and 99.2 respectively to this Form
8-K, and which are hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit No. Description
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99.1 Joint press release describing the Merger
99.2 Merger Agreement
Page 2 of 4 Pages
Exhibit Index Appears on Page 4
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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.
Date: November 13, 2000
SHOWCASE CORPORATION
By: /s/ Craig W. Allen
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Craig W. Allen
Chief Financial Officer
Page 3 of 4 Pages
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Joint press release describing the Merger
99.2 Merger Agreement
Page 4 of 4 Pages
