As filed with the Securities and Exchange Commission on March 28, 1997.
Registration No. 33-73130
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMMENDMENT TO FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SPSS Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-2815480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 North Michigan Avenue
Chicago, Illinois 60611
(Address, of Principal Executive Offices)(Zip Code)
Amended 1991
Stock Option Plan of SPSS Inc.
(Full Title of Plan)
Edward Hamburg
Senior Vice President, Corporate
Operations and Chief Financial Officer
SPSS Inc.
444 North Michigan Avenue
Chicago, Illinois 60611
(Name and address of agent for service)
(312) 329-2400
(Telephone number, including area code, of agent for service)
Copies To:
T. Stephen Dyer, Esq.
Ross & Hardies
150 North Michigan Avenue
Chicago, Illinois 60601
(312) 558-1000
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed 457(h)
Title of Amount maximum Proposed Amount of
Securities to to be offering price aggregate registration
be registered(2) registered(1) per share(2) offering price(3) fee(4)
- -------------------------------------------------------------------------------
Common Stock, $1.05 $983,440.15 $339.12
$.01 par value $8.00
===============================================================================
(1) The securities to be registered include a maximum of 426,943 shares
issuable upon the exercise of options under the SPSS Inc. Amended 1991
Stock Option Plan of SPSS Inc., assuming full participation of all
employees under such plan.
(2) 349,943 shares are issuable at $1.05 per share and 77,000 shares are
issuable at $8.00 per share.
(3) Solely for the purpose of calculating the registration fee, the proposed
aggregate offering price has been estimated in accordance with Rule
457(h).
(4) Previously paid.
<PAGE>
PROSPECTUS
426,943 Shares
SPSS INC.
Common Stock
($.01 Par Value)
This Prospectus relates to the offer and sale of up to 563,944 shares
of the common stock, $.01 par value (the "Common Shares" or "Common Stock"), of
SPSS Inc. (the "Company"). The Common Shares may be offered by particular
stockholders of the Company (the "Selling Stockholders") from time to time in
transactions on the Nasdaq National Market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by the sale of the Common Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Shares for whom such broker-dealers may act as agent or
to whom they may sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealer who acts in connection with the sale of
Common Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
any commission received by them and profit on any resale of the Common Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. See "Selling Stockholders" elsewhere in this Prospectus. The
Company will not receive any of the proceeds from the sale of the Common Shares
by the Selling Stockholders.
The Company's Common Stock is traded and quoted on the Nasdaq National
Market under the symbol "SPSS." On March 27, 1997, the last sale price of the
Common Stock, as reported on the Nasdaq National Market, was $24 3/8 per share.
The Company will bear all expenses (other than underwriting discounts
and selling commissions, and fees and expenses of counsel or other advisors to
the Selling Stockholders) in connection with the registration of the shares of
Common Stock being offered hereby, which expenses are estimated to be
approximately $43,402.
See "Selling Stockholders" elsewhere in this Prospectus.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.
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<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is March 28, 1997
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company, and the Registration
Statement of which this Prospectus forms a part, the exhibits and schedules
thereto and amendments thereof, may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the regional offices
of the Commission located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is
quoted on the Nasdaq National Market, and therefore such reports, proxy
statements and other information can also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W., 3rd
Floor, Washington, D.C. 20006.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-8 filed December 17, 1993
and the exhibits thereto (collectively, the "Registration Statement") filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, to which reference is hereby made.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is hereby made to the exhibit for a more
complete description of the matter involved, and each such statement will be
deemed qualified in its entirety by such reference. For further information with
respect to the Company and the shares of Common Stock offered hereby, reference
is hereby made to the Registration Statement, and the exhibits thereto.
SPSS(R), Categories(R), SYSTAT(R), Jandel Scientific, SigmaPlot,
SigmaStat, SigmaScan and SigmaGel are registered trademarks of the Company.
SPSS/PC + SPSS Real Stats. Real Easy.(TM), BMDP(TM), Jandel and CLEAR are
unregistered trademarks of the Company, and the trademark QI Analyst(TM) is
subject to a pending application for registration. This Prospectus also includes
trade names and marks of companies other than SPSS Inc.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the following documents
previously filed with the Commission:
(a) The Company's Quarterly Report on Form 10-Q filed November
13, 1996 for the fiscal quarter ended September 30, 1996.
(b) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on October 11, 1996 (acquisition of
Clear Software).
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<PAGE>
(c) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on December 4, 1996 (acquisition of
Jandel Corporation).
(d) The description of the Company's Common Stock, $.01 par value
(the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed with Commission on August 4, 1993,
pursuant to Section 12 of the Exchange Act.
(e) The Company's Proxy Statement, filed with the Commission on
May 16, 1996, for its annual meeting of stockholders held on June 19,
1996, except for the report of the Compensation Committee contained
therein.
(f) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on March 10, 1997.
(g) The Company's Registration Statement on Form S-3 and
amendments thereto filed with the Commission on February 4, 1997.
In addition, the audited financial statements contained in the Proxy
Statement and Prospectus (the "Proxy/Prospectus") included in the Company's
Registration Statement on Form S-4, as amended, and filed with the Commission
pursuant to Rule 424(b) under the Securities Act are incorporated herein by
reference.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment to the
Registration Statement, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person (including any
beneficial owner) to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information). Such requests should be directed to: Edward Hamburg, Senior
Vice President, Corporate Operations, Chief Financial Officer and Secretary, at
the Company's principal executive offices at 444 North Michigan Avenue, Chicago,
Illinois 60611, telephone (312) 329-2400.
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<PAGE>
UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO "SPSS"
AND THE "COMPANY" SHALL MEAN SPSS INC. A DELAWARE CORPORATION, ITS ILLINOIS
PREDECESSOR AND ITS SUBSIDIARIES, COLLECTIVELY; AND REFERENCES TO THE "COMMON
STOCK" SHALL MEAN SPSS INC.'S COMMON STOCK, PAR VALUE $ .01 PER SHARE.
THE COMPANY
GENERAL
SPSS Inc. ("the Company") was incorporated in Illinois in 1975 under
the name "SPSS, Inc." and was reincorporated in Delaware in May 1993 under the
name "SPSS Inc." The Company develops, markets and supports an integrated line
of statistical software products that enable users to effectively bring
marketplace and enterprise data to bear on decision-making. The primary users of
the Company's software are managers and data analysts in corporate settings,
government agencies and academic institutions. In addition to its widespread use
in survey analysis, SPSS software also performs other types of market research,
as well as quality improvement analyses, scientific and engineering applications
and data reporting. The current generation of SPSS Desktop products (as defined
herein) features a windows-based point-and-click graphical user interface,
sophisticated statistical procedures, data access and management capabilities,
report writing and integrated graphics. The Company's products provide extensive
analytical capabilities not found in spreadsheets, database management systems
or graphics packages.
In its 21 years of operation, SPSS has become a widely recognized name
in statistical software. The Company plans to leverage its current position to
take advantage of the increased demand for software applications that not only
provide ready access to the data that organizations collect and store, but also
enable users to systematically analyze, interpret and present such information
for use in decision-making. Management believes that ease-of-use of the
Company's current generation products, combined with the greater processing
speed and storage capacity of the latest desktop computers, has substantially
expanded the market for SPSS statistical software.
In summer 1993, the Company completed an initial public offering (the
"IPO") of common stock, $.01 par value (the "Common Stock"). The Common Stock is
listed on the Nasdaq National Market under the symbol "SPSS". In early 1995, the
Company and certain selling stockholders sold 1,865,203 shares of Common Stock
in a public offering.
The Company is a Delaware corporation. The Company's principal
executive offices are located at 444 N. Michigan Avenue, Chicago, Illinois
60611, and its telephone number at its principal executive offices is (312)
329-2400.
SAFE HARBOR
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: With the exception of historical information, the matters discussed
in this Prospectus are forward-looking statements that involve risks and
uncertainties including, but not limited to, market conditions, competition and
other risks indicated in the Registration Statement of which this Prospectus
forms a part, and the Company's other filings with the Securities and Exchange
Commission.
RECENT DEVELOPMENTS
On September 26, 1996, SPSS acquired Clear Software, Inc., a
Massachusetts corporation ("Clear Software"), for SPSS Common Stock valued at
approximately $4.5 million in a merger accounted for as a pooling of interests.
Clear Software is a developer and marketer of process management, analysis and
documentation software products, including allCLEAR, a software package used
primarily for describing complex business processes using flowcharts and other
types of diagrams. Clear Software has more than 120,000 users, and its 1995
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<PAGE>
revenues were approximately $2.8 million. SPSS will continue to operate the
Clear Software business from the Clear Software offices in Newton,
Massachusetts.
On November 20, 1996, SPSS acquired the outstanding shares of capital stock
of Jandel Corporation, a California corporation ("Jandel"), for SPSS Common
Stock valued at approximately $9.0 million, in a merger accounted for as a
pooling of interests. Jandel is a 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.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully by potential purchasers in
evaluating an investment in the Common Stock offered hereby.
Fluctuations in Quarterly Operating Results. The Company's quarterly
operating results can be subject to fluctuation due to several factors,
including the number and timing of product updates and new product
introductions, delays in product development and introduction, purchasing
schedules of its customers, changes in foreign currency exchange rates, product
and market development expenditures, the timing of product shipments, changes in
product mix, timing and cost of acquisitions and general economic conditions.
Because the Company's expense levels are to a large extent based on its
forecasts of future revenues, operating results may be adversely affected if
such revenues fall below expectations. Accordingly, the Company believes that
quarter-to-quarter comparisons of its results of operations may not be
meaningful and should not be relied upon as an indication of future performance.
The Company has historically operated with very little backlog because its
products are generally shipped as orders are received. As a result, revenues in
any quarter are dependent on orders shipped and licenses renewed in that
quarter. The Company has experienced a seasonal pattern in its operating results
with the fourth quarter typically having the highest operating income. For
example, excluding acquisition and other non-recurring charges, the percentage
of the Company's operating income realized in the fourth quarter was 41% in
1994, 41% in 1995 and 38% in 1996. In addition, the timing and amount of the
Company's revenues are subject to a number of factors that make estimation of
operating results prior to the end of a quarter uncertain. A significant portion
of the Company's operating expenses are relatively fixed, and planned
expenditures are based primarily on revenue forecasts. More specifically, in the
fourth quarter, the variable profit margins on modest increases in sales volume
at the end of the quarter are significant. Should the Company fail to achieve
such fourth quarter revenue increases, net income for the fourth quarter and the
full year could be materially affected. Generally, if revenues do not meet the
Company's expectations in any given quarter, operating results will be adversely
affected. Although the Company had been profitable in each of the seven quarters
up to and including the quarter ending June 30, 1994, the Company experienced a
net loss of $331,000 in the third quarter of 1994 due to a one-time write-off of
$1,928,000 for acquired and in-process technology and other acquisition-related
charges recorded in connection with the Company's acquisition of SYSTAT, Inc.
("SYSTAT"). The Company has been profitable in the nine quarters ending December
31, 1994 through December 31, 1996. However, there can be no assurance that
profitability on a quarterly or annual basis can be achieved or sustained in the
future.
Dependence on a Single Product Category; Declining Sales of Certain
Products. The Company derives substantially all of its product revenues from
licenses of statistical software. Accordingly, any decline in revenues from
licenses of the Company's statistical software, or reduction in demand for
statistical software generally, could have a material adverse effect on the
Company.
In recent years SPSS has experienced a significant shift in the sources of
its revenues. Historically, the Company derived a large portion of its revenues
from licenses of its mainframe and minicomputer ("Large Systems") products. As a
result of the general shift by computer users from Large Systems to desktop
computers, the Company has experienced an ongoing decline in revenues from Large
Systems products in the last several years, although this decline has generally
lessened in recent quarters. Revenues from Large Systems licenses declined from
approximately $15.6 million in 1991 to $10.7 million in 1995, while sales of
desktop products increased from $21.8 million in 1991 to $56.9 million in 1995,
although revenues from Large Systems licenses only declined from $10.8 million
to $10.7 million from 1994 to 1995. Management is unable to predict the
continuing rate of decline on Large Systems licenses, if any. Revenues from the
Company's products for desktop computers ("Desktop products") now account for
nearly three-quarters of the Company's revenues and this percentage may continue
to increase.
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<PAGE>
Rapid Technological Change. The computer software industry is
characterized by rapid technological advances, changes in customer requirements,
frequent product enhancements and new product introductions. The Company's
future success will depend upon its ability to enhance its existing products and
introduce new products that keep pace with technological developments, respond
to evolving customer requirements and achieve market acceptance. In particular,
the Company believes it must continue to respond quickly to users' needs for
greater functionality, improved usability and support for new hardware and
operating systems. Any failure by the Company to respond adequately to
technological developments and customer requirements, or any significant delays
in product development or introduction, could result in loss of revenues. In the
past, the Company has, on occasion, experienced delays in the introduction of
new products and product enhancements, primarily due to difficulties with
particular operating environments and problems with software provided by third
parties. The extent of these delays has varied depending upon the size and scope
of the project and the nature of the problems encountered. Such delays have most
often resulted from "bugs" encountered in working with new and/or beta-stage
versions of operating systems and other third party software, and bugs or
unexpected difficulties in existing third party software which complicate
integration with the Company's software. From time to time, the Company has
discovered bugs in its products which are resolved through maintenance releases
or through periodic updates depending upon the seriousness of the defect. There
can be no assurance that the Company will be successful in developing and
marketing new products or product enhancements on a timely basis or that the
Company will not experience significant delays or defects in its products in the
future, which could have a material adverse effect on the Company. In addition,
there can be no assurance that new products or product enhancements developed by
the Company will achieve market acceptance or that developments by others will
not render the Company's products or technologies obsolete or noncompetitive.
International Operations. The Company's revenues from operations outside of
North America accounted for approximately 40%, 45% and 50% of the Company's net
revenues in 1993, 1994 and 1995, respectively. The Company expects that revenues
from international operations will continue to represent a large percentage of
its net revenues and that this percentage may increase, particularly as the
Company further "localizes" the SPSS product line by translating its products
into additional languages. International revenues are subject to a number of
risks, including greater difficulties in accounts receivable collection, longer
payment cycles, exposure to currency fluctuations, political and economic
instability and the burdens of complying with a wide variety of foreign laws and
regulatory requirements. The Company also believes that it is exposed to greater
levels of software piracy in international markets because of the weaker
protection afforded to intellectual property in some foreign jurisdictions. As
the Company expands its international operations, the risks described above
could increase and, could have a material adverse effect on the Company.
Potential Volatility of Stock Price. There has been significant volatility
in the market prices of securities of technology companies and in some
instances, such volatility has been unrelated to the operating performance of
such companies. Market fluctuations may adversely affect the price of the Common
Stock. The Company also believes factors such as announcements of new products
by the Company or its competitors, quarterly variations in financial results,
recommendations and reports of analysts and other factors beyond the Company's
control could cause the market price of the Common Stock to fluctuate
substantially.
Reliance on Relationships with Third Parties. The Company licenses certain
software from third parties. Some of this licensed software is embedded in the
Company's products, and some is offered as add-on products. If such licenses are
discontinued, or become invalid or unenforceable, there can be no assurance that
the Company will be able to develop substitutes for this software independently
or to obtain alternative sources in a timely manner. Any delays in obtaining or
developing substitutes for licensed software could have a material adverse
effect on the Company.
In February 1993, the Company entered into an exclusive, worldwide
agreement (the "Prentice Hall Agreement") with Prentice Hall, Inc. ("Prentice
Hall") under which Prentice Hall publishes and distributes the student version
of the Company's software and all of the Company's publications. As a result,
the Company is
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<PAGE>
dependent on Prentice Hall for the development and support of the markets for
student software and its publications. The failure of Prentice Hall to perform
its obligations under the Prentice Hall Agreement adequately could have a
material adverse effect on the Company.
In February 1993, the Company entered into a Software Distribution
Agreement (the "IBM Software Distribution Agreement") with International
Business Machines Corporation ("IBM") under which IBM is responsible for
manufacturing and packaging the Company's products and distributing them to the
Company's domestic and European customers. In January 1997, the IBM Software
agreement was replaced with a similar agreement with Banta Global Turnkey
("Banta"). If Banta fails to adequately perform its obligations under this
agreement, or if the agreement is terminated, the Company's operating results
could be materially adversely effected.
Changes in Public Expenditures and Overall Economic Activity Levels. A
significant portion of the Company's revenues comes from licenses of its
products directly to foreign and domestic government entities. In addition,
significant amounts of the Company's revenues come from licenses to academic
institutions, healthcare organizations and private businesses which contract
with or are funded by government entities. Government appropriations processes
are often slow, unpredictable and subject to factors outside the Company's
control. In addition, proposals are currently being made in certain countries to
reduce government spending. Reductions in government expenditures and
termination or renegotiation of government-funded programs or contracts could
have a material adverse effect on the Company. In addition, declines in overall
levels of economic activity could also have a material adverse impact on the
Company.
Competition. The market for the statistical software is both highly
competitive and fragmented. The Company primarily competes with one general
statistical software provider which is larger and has greater resources than the
Company, as well as with numerous other companies offering statistical
applications software, many of which offer products focused on specific
statistical applications. The Company considers its primary worldwide competitor
to be the larger and better-financed SAS Institute ("SAS"), although the Company
believes that SAS's revenues are derived principally from products that are used
for purposes other than statistics and operate on large systems platforms.
StatSoft Inc., developers of the Statistica product ("Statistica"), Manugistics
Group, Inc., distributors of the Statgraphics Plus product ("Statgraphics"), and
Minitab, Inc. ("Minitab") are also competitors, although their annual revenues
from these statistical products are believed to be considerably less than the
revenues of SPSS.
In the future, SPSS may face competition from new entrants into the
statistical software market. The Company could also experience competition from
companies in other sectors of the broader market for data management, analysis
and presentation software, such as providers of spreadsheets, database
management systems, report writers and executive information systems. These
companies have added, or in the future may add, statistical analysis
capabilities to their products. Many of these companies have significant name
recognition, as well as substantially greater capital resources, marketing
experience and research and development capabilities than the Company. There can
be no assurance that the Company will have sufficient resources to make the
necessary investment in research and development and sales and marketing, or
that the Company will otherwise be able to make the technological advances
necessary to maintain or enhance its competitive position. The Company's future
success will also depend significantly upon its ability to continue to sell its
Desktop products, to attract new customers looking for more sophisticated or
powerful software and to introduce additional add-on products to existing
customers. There can be no assurance that the Company will be able to compete
successfully in the future.
Dependence on Key Personnel. The Company is dependent on the efforts of
certain executives and key employees, including its President and Chief
Executive Officer, Jack Noonan. The Company's continued success will depend in
part on its ability to attract and retain highly qualified technical,
managerial, sales, marketing and other personnel. Competition for such personnel
is intense. There can be no assurance that the Company will be able to continue
to attract or retain such highly qualified personnel. No life insurance policies
are maintained on the Company's key personnel.
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Intellectual Property; Proprietary Rights. The statistical algorithms
incorporated in the Company's software are not proprietary. The Company believes
that the proprietary technology constituting a portion of the Company's software
determines the speed and quality of displaying the results of computations, the
connectivity of the Company's products with third party software and the ease of
use of its products. The Company's success will depend, in part, on its ability
to protect the proprietary aspects of its products. The Company attempts to
protect its proprietary software with trade secret laws and internal
nondisclosure safeguards, as well as copyright and trademark laws and
contractual restrictions on copying, disclosure and transferability that are
incorporated into its software license agreements. The Company licenses its
software only in the form of executable code, with contractual restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of Large System products and annual licenses of its Desktop products, the
Company licenses its products to end-users by use of a "shrink-wrap" license
that is not signed by licensees, as is customary in the industry. It is
uncertain whether such license agreements are legally enforceable. The source
code for all of the Company's products is protected as a trade secret and as
unpublished copyrighted work. In addition, the Company has entered into
confidentiality and nondisclosure agreements with its key employees. Despite
these restrictions, it may be possible for competitors or users to copy aspects
of the Company's products or to obtain information which the Company regards as
a trade secret. The Company has no patents, and judicial enforcement of
copyright laws may be uncertain, particularly outside of North America.
Preventing unauthorized use of computer software is difficult, and software
piracy is expected to be a persistent problem for the packaged software
industry. These problems may be particularly acute in international markets. In
addition, the laws of certain countries in which the Company's products are or
may be licensed do not protect the Company's products and intellectual property
rights to the same extent as the laws of the United States. Despite the
precautions taken by the Company, it may be possible for unauthorized third
parties to reverse engineer or copy the Company's products or obtain and use
information that the Company regards as proprietary. There can be no assurance
that the steps taken by the Company to protect its proprietary rights will be
adequate to prevent misappropriation of its technology.
Although the Company's products have never been the subject of an
infringement claim, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not result in costly litigation or require the Company to obtain a license
to use the intellectual property of third parties. There can be no assurance
that such licenses will be available on reasonable terms, or at all. There can
also be no assurance that the Company's competitors will not independently
develop technologies that are substantially equivalent or superior to the
Company's technologies.
Control by Existing Stockholders; Antitakeover Effects. As of December 31,
1996, the Company's executive officers and directors owned beneficially
approximately 22.2% of the outstanding shares of Common Stock. The Norman H. Nie
Revocable Trust Dated March 15, 1991 (the "Nie Trust") and affiliates of the Nie
Trust, are entitled to nominate a director for inclusion in the management slate
for election to the Board so long as the Nie Trust continues to own no less than
12.5% of the outstanding shares of Common Stock. As of December 31, 1996, the
Nie Trust and affiliates of the Nie Trust beneficially owned approximately 15.9%
of the outstanding shares of Common Stock. The Company's Certificate of
Incorporation and Bylaws contain a number of provisions, including provisions
requiring an 80% super majority stockholder approval of certain actions and
provisions for a classified Board of Directors, which would make the acquisition
of the Company, by means of an unsolicited tender offer, a proxy contest or
otherwise, more difficult or impossible.
Shares Eligible for Future Sale. As of December 31, 1996, there were
vested options outstanding held by management to purchase approximately an
additional 536,573 shares of SPSS Common Stock and unvested options to purchase
approximately an additional 140,370 shares of SPSS Common Stock, with an average
exercise price of $5.81 per share. The Company has also established a stock
purchase plan available to employees of the Company, which permits employees to
acquire shares of SPSS Common Stock at the end of each quarter at 85% of the
market price of SPSS Common Stock as of such date.
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In addition to the Company's currently outstanding shares and those
issuable to employees as described above, the Company has issued approximately
339,000 shares of SPSS Common Stock to Jandel's shareholders. Such shares of
SPSS Common Stock will generally be available for resale.
No prediction can be made as to the effect, if any, that future sales, or
the availability of shares of Common Stock for future sales, will have on the
market price prevailing from time to time. Sales of substantial amounts of SPSS
Common Stock by the Company or by shareholders, or the perception that such
sales may occur, could adversely affect prevailing market prices for SPSS Common
Stock.
Accumulated Deficit. The Company had an accumulated deficit of $14,312,000
as of December 31, 1996.
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SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of February 28, 1997, the
number of shares of Common Stock that may be offered for the Selling
Stockholder's account and based on the number of shares of Common Stock
beneficially owned as of February 28, 1997, the percentage of the shares of
Common Stock to be beneficially owned by such Selling Stockholder if they elect
to sell all of their Shares of Common Stock that are available for sale.
<TABLE>
<CAPTION>
Shares of Common
Stock To Be
Maximum Number of Beneficially Owned
Shares of Shares Available Assuming Sale of All
Common Stock To Be Sold Shares Available For
Name and Address of Beneficially Owned Pursuant Sale Hereunder(1)
Selling Stockholder As of February 28, 1997 Hereto Number Percent
Norman H. Nie, individually, as Trustee
of the Norman H. Nie Trust and as a
Director and President of the Norman
<S> <C> <C> <C> <C>
and Carol Nie Foundation(2) 1,174,077 69,944 1,104,133 14.3%
Jack Noonan(3) 164,133 118,667 65,466 *
Mark Battaglia(4) 70,226 44,333 26,893 *
Louise E. Rehling(5) 87,356 57,666 29,690 *
Susan Phelan(6) 70,102 42,667 27,435 *
Edward Hamburg(7) 99,843 64,333 35,510 *
Ian Durell(8) 41,843 29,333 12,177 *
</TABLE>
* The percentage of shares beneficially owned does not exceed 1% of the class.
(1) Based upon the number of Shares of Common Stock outstanding on February 28,
1997. Assumes all stock that may be offered pursuant to this Prospectus is
sold, and no other shares beneficially owned by the Selling Stockholders
are sold.
(2) Includes 72,944 shares which are subject to currently exercisable options;
110,433 shares held of record by the Norman and Carol Nie Foundation (the
"Nie Foundation"); and 991,200 shares held by the Nie Trust. Professor Nie
shares voting and investment power over the 110,433 shares held by the Nie
Foundation with Carol Nie.
(3) Includes 157,714 shares subject to currently exercisable options.
(4) Includes 69,843 shares subject to currently exercisable options.
(5) Includes 83,176 shares subject to currently exercisable options.
(6) Includes 68,177 shares subject to currently exercisable options.
(7) Includes 89,843 shares subject to currently exercisable options.
(8) Mr. Durrell is the beneficial owner of these shares which consist solely of
41,843 shares subject to currently exercisable options.
USE OF PROCEEDS
The Company will not receive any proceeds from the registration or
sale of the shares of Common Stock offered hereby.
DIVIDEND POLICY AND RESTRICTIONS
The Company has never declared any cash dividends or distributions on
its capital stock and does not anticipate paying cash dividends in the
foreseeable future. The Company currently intends to retain its future earnings
to fund ongoing operations and future capital requirements of its business.
PLAN OF DISTRIBUTION
The Common Stock may be offered by the Selling Stockholders from time
to time in transactions on the Nasdaq National Market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by the sale of the Common Stock
- 13 -
<PAGE>
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the selling
Stockholders and/or the purchasers of the Common Stock for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealer who acts
in connection with the sale of Common Stock hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and profit on any resale of the Common Stock as principal might
be deemed to be underwriting discounts and commissions under the Securities Act.
No prediction can be made as to the effect, if any, that future sales,
or the availability of shares of Common Stock for future sales, will have on the
market price prevailing from time to time. See "RISK FACTORS -- Shares Eligible
for Future Sale" elsewhere in this Prospectus.
LEGAL MATTERS
The validity of the shares of Common Stock is being passed upon for
the Company by Ross & Hardies, Chicago, Illinois.
EXPERTS
The supplemental consolidated financial statements of SPSS Inc. and
subsidiaries as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995, have been incorporated by reference herein
from the Company's Registration Statement on Form S-3 in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of SPSS Inc. and subsidiaries as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995, have been incorporated by reference herein from the Company's
Registration Statement on Form S-4 in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm in accounting and auditing.
With respect to SPSS Inc.'s unaudited interim financial information as of
September 30, 1996 and for the three months and nine months ended September 30,
1995 and 1996, incorporated by reference herein, the independent certified
public accountants have reported that they applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report included in the Company's quarterly report on
Form 10-Q for the quarter ended September 30, 1996, and incorporated by
reference herein, states that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. The accountants are not
subject to the liability provisions of section 11 of the Securities Act of 1933
for their report on the unaudited interim financial information because this
report is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of sections 7 and 11 of the Act.
The financial statements of Clear Software, Inc. as of December 31, 1995
and for the year then ended, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Jandel Corporation and Subsidiary
as of December 31, 1995 and 1994 and for each of the years then ended, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
<PAGE>
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR TABLE OF CONTENTS SOLICITATION IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
Page
Available Information............................................4
Incorporation of Certain Documents by Reference..................4
The Company......................................................6
Risk Factors.....................................................8
Selling Stockholders............................................13
Use of Proceeds.................................................13
Dividend Policy and Restrictions................................13
Plan of Distribution............................................13
Legal Matters...................................................14
Experts.........................................................14
426,943 Shares
SPSS INC.
COMMON STOCK
($.01 PAR VALUE)
Prospectus
Dated March 28, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
SPSS Inc. (the "Company") hereby incorporates by reference the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Quarterly Report on Form 10-Q filed November
13, 1996 for the fiscal quarter ended September 30, 1996.
(b) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on October 11, 1996 (acquisition of
Clear Software).
(c) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on December 4, 1996 (acquisition of
Jandel Corporation).
(d) The description of the Company's Common Stock, $.01 par value
(the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed with Commission on August 4, 1993,
pursuant to Section 12 of the Exchange Act.
(e) The Company's Proxy Statement, filed with the Commission on
May 16, 1996, for its annual meeting of stockholders held on June 19,
1996, except for the report of the Compensation Committee contained
therein.
(f) The Company's Current Report on Form 8-K and amendments
thereto filed with the Commission on March 10, 1997.
(g) The Company's Registration Statement on Form S-3 and
amendments thereto filed with the Commission on February 4, 1997.
In addition, the audited financial statements contained in the Proxy
Statement and Prospectus (the "Proxy/Prospectus") included in the Company's
Registration Statement on Form S-4, as amended, and filed with the Commission
pursuant to Rule 424(b) under the Securities Act are incorporated herein by
reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Delaware General Corporation Law. The Company has statutory authority to
indemnify its officers and directors. The applicable provisions of the General
Corporation Law of the State of Delaware (the "GCL") state that, to the extent
such person is successful on the merits or otherwise, a corporation may
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
("such Person"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such Person,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In any threatened pending or completed action by or in the right
of the corporation, a corporation also may indemnify any such Person for costs
actually and reasonably incurred by him in connection with that action's defense
or settlement, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation; however, no
indemnification shall be made with respect to any claim, issue or matter as to
which such Person shall have
- 16 -
<PAGE>
been adjudged to be liable to the corporation, unless and only to the extent
that a court shall determine that such indemnity is proper.
Under the applicable provisions of the GCL, any indemnification shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; or
(2) If such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion; or
(3) By the affirmative vote of a majority of the shares entitled to vote
thereon.
The Company's Certificate of Incorporation provides for indemnification to
the full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation, partnership, joint venture, trust or other
enterprise which he has served in such capacity at the request of the Company if
such acts or omissions occurred or were or are alleged to have occurred, while
said party was a director or officer of the Company.
The Company maintains a director and officer liability insurance policy
which indemnifies directors and officers for certain losses arising from a claim
by reason of a wrongful act, as defined, under certain circumstances where the
Company does not provide indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits. Incorporation
by
Exhibit Reference
Number Description of Document (if applicable)
4.1 Credit Agreement *4.1
15.1 Letter re: Unaudited Interim Financial Information
23.1 Consent of KPMG Peat Marwick LLP regarding the
financial statements of SPSS Inc.
23.2 Consent of KPMG Peat Marwick LLP regardng the
financial statements of Clear Software, Inc.
23.3 Consent of KPMG Peat Marwick LLP regarding the
financial statements of Jandel Corporation
24.1 Power of Attorney ***
* Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the
Quarterly period ended March 31, 1996 (Registration No. 0-22194)
*** Included in signature pages.
(b) The Company did not file any reports on Form 8-K during fiscal year
1995 or for the first two quarters of fiscal year 1996.
- 17 -
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers
or sales are being made, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities
Act of 1933;
(ii) to reflect in the prospectus
any facts or events arising after
the effective date of this Registration
Statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate,
represent a fundamental change in the
information set forth in this
Registration Statement;
(iii) to include any material information
with respect to the plan of
distribution not previously
disclosed in this Registration
Statement or any material change to
such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs
is contained in periodic reports filed by
the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference
in this Registration Statement.
(2) that, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) that for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) that, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of
the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of
- 18 -
<PAGE>
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
- 19 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment Number 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on March 28, 1997.
SPSS INC.
Jack Noonan*
By: Jack Noonan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment Number 1 to the Registration Statement has been signed
by the following persons in the capacities indicated on March 28, 1997.
Signature Title(s)
Jack Noonan* President, Chief Executive Officer
Jack Noonan and Director
/s/ Edward Hamburg
Edward Hamburg Senior Vice President,
Corporate Operations,
Chief Financial Officer
and Secretary
/s/ Robert Brinkmann Controller
Robert Brinkmann
Norman H. Nie* Chairman of the Board of
Norman H. Nie Directors
Bernard Goldstein* Director
Benard Goldstein
Fredric W. Harman* Director
Fredric W. Harman
Merritt Lutz* Director
Merritt Lutz
* By /S/ Edward Hamburg
Edward Hamburg
Attorney-in-Fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS FILED WITH
THE POST EFFECTIVE AMMENDMENT ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPSS INC.
<PAGE>
SPSS INC.
Location
Of
Document
in
Sequential
Numbering
System
Exhibit No. Description
15.1 Letter re: Unaudited Interim
Financial Information.
23.1 Consent of KPMG Peat Marwick LLP regarding
the financial statements of SPSS Inc.
23.2 Consent of KPMG Peat Marwick LLP regarding
the financial statements of Clear Software, Inc.
23.3 Consent of KPMG Peat Marwick LLP regarding
the financial statements of Jandel Corporation
24.1 Powers of Attorney.*
*Powers of attorney are contained in signature.
EXHIBIT 15.1
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
The Board of Directors
SPSS Inc.:
With respect to the subject registration statement on Form S-8, we
acknowledge our awareness of the use therein of our report dated October 28,
1996 related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
March 26, 1997
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
SPSS Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of SPSS Inc. and subsidiaries of our report dated November 20, 1996,
relating to the supplemental consolidated balance sheets of SPSS Inc. and
subsidiaries as of December 31, 1994 and 1995, and the related supplemental
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995, which report
appears in the Registration Statement on Form S-3 of SPSS Inc. and subsidiaries
and to reference to our firm under the heading "Experts" in the Prospectus.
We consent to incorporation by reference in the registration statement on
Form S-8 of SPSS Inc. and subsidiaries of our report dated September 26, 1996,
relating to the consolidated balance sheets of SPSS Inc. and subsidiaries as of
December 31, 1994 and 1995, and the related consolidated statements of income,
stockholders' (deficit) equity, and cash flows for each of the years in the
three year period ended December 31, 1995, which report appears in the
Registration Statement on Form S-4 of SPSS Inc. and subsidiaries.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
March 26, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
SPSS Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of SPSS Inc. and subsidiaries of our report dated August 9, 1996, relating
to the balance sheet of Clear Software, Inc. as of December 31, 1995 and the
related statements of income and retained earnings and cash flows for the year
then ended, which report appears in the Form 8-K of SPSS Inc. and subsidiaries
dated October 11, 1996 and to the reference to our firm under the heading
"Experts" in the Prospectus.
/S/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
March 26, 1997
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
SPSS Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of SPSS Inc. and subsidiaries of our report dated August 30, 1996, with
respect to the consolidated balance sheets of Jandel Corporation and subsidiary
as of December 31, 1994 and 1995 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years then ended, which
report is incorporated by reference in the Form 8-K of SPSS Inc. and
Subsidiaries dated December 4, 1996 and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
San Jose, California
March 26, 1997
