SPSS INC
NT 11-K, 1996-06-28
PREPACKAGED SOFTWARE
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 12b-25
                                                       -------------------
                                                       SEC FILE NUMBER
                                                       33-64732
                                                       -------------------

                                                       -------------------
                                                       CUSIP NUMBER
                                                       7372
                                                       -------------------

                          NOTIFICATION OF LATE FILING



(Check One):

    [  ] Form 10-K and Form 10-KSB         [  ] Form 20-F       [XX] Form 11-K
    [  ] Form 10-Q and Form 10-QSB         [  ] Form N-SAR

    For Period Ended:  12/31/95

    [  ]     Transition Report on Form 10-K
    [  ]     Transition Report on Form 20-F
    [  ]     Transition Report on Form 11-K
    [  ]     Transition Report on Form 10-Q
    [  ]     Transition Report on Form N-SAR

    For the Transition Period Ended:  12/31/95
    Read Attached Instruction Sheet Before Preparing Form.  Please Print or
    Type.

    Nothing in this form shall be construed to imply that the Commission has
    verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

    Full Name of Registrant
    Former Name if Applicable

    SPSS INC.

    Address of Principal Executive Officer (Street and Number)

    444 NORTH MICHIGAN AVENUE
    CITY, STATE AND ZIP CODE
    CHICAGO, ILLINOIS   60611
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PART II -- RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [P 23,047], the
following should be completed.  (Check box if appropriate)

[XX](a)  The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[  ](b)  The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and [Amended in Release No. 34-26589 (P 72,435), effective April 12, 1989,
54 F.R. 10306.]

[  ](c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

PART III -  NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.  (Amended in Release
No. 34- 26589 ( 72,435), effective April 12, 1989, 54 F.R. 10306; and Release
No. 34-30968  72,439), effective August 13, 1992, 57 FR 36442.]

    INFORMATION REQUIRED IN THE COMPANY'S FORM 11-K, HAS NOT YET BEEN MADE
AVAILABLE BY THE PLAN'S TRUSTEE.  THIS INFORMATION CANNOT BE OBTAINED FROM ANY
OTHER SOURCE, NOR CAN THIS INFORMATION BE OBTAINED FROM THE TRUSTEE WITHOUT
UNREASONABLE EFFORT AND/OR EXPENSE.


PART IV - OTHER INFORMATION

    (1)  Name and telephone number of person to contact in regard to this
         notification.

ROBERT BRINKMANN                        312               329-3605    
   (NAME)                               (AREA CODE)      (TELEPHONE NUMBER)    
                                                 


    (2)  Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period than the
registrant was required to file such report(s) been filed?  If the answer is
no, identify report(s).

                          [XX]    Yes              [  ]     No

    (3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                          [  ]    Yes              [XX]     No

    If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                                   SPSS INC.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
<PAGE>   3

Date: June 25, 1996             By: ________________________________________

                                      
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INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                   ATTENTION

    Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

    1.   This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.

    2.   One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act.  The information contained in or filed
with the Form will be made a matter of public record in the Commission files.

    3.   A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.

    4.   Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished.  The form shall
be clearly identified as an amended notification.

    5.   Electronic Filers.  This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.  Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).  [Added in Release No. 34-31905 (P85,111),
effective April 26, 1993, 58 FR 14628; and Release No. 34-35113 (P85,475),
effective January 30, 1995, 59 F.R. 67752.]


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