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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) November 20, 1996
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SPSS Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-64732 36-2815480
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
444 N. Michigan Ave, Chicago, Illinois 60611
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(Address of Principal Executive Offices) (Zip Code)
(312) 329-2400
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On November 20, 1996, SPSS Inc. ("SPSS" or the "Registrant") acquired the
outstanding shares of capital stock of Jandel Corporation, a California
corporation ("Jandel"), from the shareholders of Jandel (the "Shareholders"),
for SPSS common stock, $.01 par value per share (the "Common Stock"), valued at
approximately $9.0 million (or such lower figure as is obtained by subtracting
the amount to be paid to any dissenting Shareholders) less the expenses of
Jandel in respect of the transaction (the "Purchase Price"), in a merger
accounted for as a pooling of interests. Pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated October 30, 1996, among SPSS, SPSS
Acquisition, Inc., a wholly-owned subsidiary of SPSS ("Acquisition") and
Jandel, Acquisition was merged into Jandel, with Jandel as the surviving
corporation. Jandel is a privately-held developer and marketer of graphical
and statistical software products used mainly in scientific applications. SPSS
will continue to operate the Jandel business from the Jandel offices in San
Rafael, California.
The approximately $9.0 million purchase price was established through
negotiations between SPSS and Jandel. The number of shares of SPSS Common
Stock issued in the merger was determined by dividing the Purchase Price by the
average closing market price of SPSS Common Stock, as reported on the Nasdaq
National Market, for the trading days between June 3, 1996 and November 14,
1996 ($25.49306).
Other than the transaction included in, or contemplated by the Merger
Agreement, there are no material relationships between Jandel and the
Registrant or the Registrant's affiliates, or any director or officer of the
Registrant, or any associate of any such director or officer.
The foregoing description of the acquisition is qualified in its entirety
by reference to the Merger Agreement filed as Annex A to the Company's
Registration Statement on Form S-4, filed on November 1, 1996, as amended on
November 7, 1996 (Registration No. 333-15427) (the "S-4 Registration
Statement"). Other information required by this Item is included in the S-4
Registration Statement and is omitted from this report pursuant to Instruction
B.3 to Form 8-K.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Pursuant to instruction B.3 to Form 8-K, the information required by this
Item has been omitted because it was previously reported in the S-4
Registration Statement.
The Registrant agrees to furnish supplementally a copy of any omitted
schedule to the Merger Agreement to the Securities and Exchange Commission upon
request.
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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.
Date: December 3, 1996 By: /s/ Robert Brinkmann
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Robert Brinkmann
Controller
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