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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 33-64732
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SPSS Inc. Employee Stock Purchase Plan
233 South Wacker Drive, 11th Floor, Chicago, Illinois 60606
Registrant's telephone number including area code: (312) 651-3000
(Name and Address of Issuer)
SPSS Inc.
233 South Wacker Drive, 11th Floor, Chicago, Illinois 60606
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INDEPENDENT AUDITORS' REPORT
The Administrative Committee
SPSS Inc. Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the SPSS Inc. Employee Stock Purchase Plan (Plan) as of December 31,
1997 and 1998, and the related statements of changes in net assets available for
plan benefits for each of the years in the three-year period ended December 31,
1998. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the SPSS Inc. Employee Stock
Purchase Plan as of December 31, 1997 and 1998, and the changes in its net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
/s/KPMG LLP
Chicago, Illinois
March 19, 1999
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SPSS INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
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<S> <C> <C>
Cash $115,547 $100,980
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Net assets available for plan benefits $115,547 $100,980
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</TABLE>
See accompanying notes to financial statements.
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SPSS INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1996, 1997 and 1998
<TABLE>
<CAPTION>
1996 1997 1998
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<S> <C> <C> <C>
Additions to net assets attributed to:
Participant contributions $164,591 $308,035 $341,149
Employer contributions 28,733 47,960 54,001
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193,324 355,995 395,150
Deductions from net assets attributed to:
Purchases of SPSS Inc. common stock (183,795) (296,767) (409,717)
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Net increase (decrease) 9,529 59,228 (14,567)
Net assets available for plan benefits:
Beginning of year 46,790 56,319 115,547
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End of year $ 56,319 $115,547 $100,980
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</TABLE>
See accompanying notes to financial statements.
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SPSS INC. EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
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(1) DESCRIPTION OF PLAN
The following description of the SPSS Inc. Employee Stock Purchase Plan
(the Plan) provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions.
GENERAL
The Plan was established on December 17, 1993 to allow employees of
SPSS Inc. (the Company) to acquire shares of the Company's common stock
on a quarterly basis through payroll deductions at a price equal to 85%
of the market price.
CONTRIBUTIONS
Participants may contribute up to 10% of their base salary. At the end
of each quarter, the total funds deducted from participants' pay checks
are used to purchase SPSS Inc. common stock at 85% of the closing
market price of the stock on the first trading day after the end of the
quarter.
USE OF FUNDS
All contributions to the Plan are used to purchase shares of SPSS Inc.
common stock.
VESTING
Participants are entitled to all rights as a holder of stock with
respect to any stock issued, including the right to vote such shares.
NUMBER OF PARTICIPANTS
There are 104 participants in the Plan as of December 31, 1998.
WITHDRAWALS
Participants can withdraw from the Plan at any time and receive a
refund of money deducted from their salary and not yet invested in
stock.
TERMINATION OF THE PLAN
Although the Company has not expressed any intent to terminate the
Plan, it may do so at any time.
(continued)
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SPSS INC. EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
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(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan
benefits and the changes in those net assets.
INVESTMENTS
Participants' contributions are under the control of the Company, and
may be maintained as a single fund or commingled with other funds.
CONTRIBUTIONS
Participants' contributions are recorded when withheld from the
participants' paychecks by the Company. These contributions are
invested in SPSS Inc. common stock on a quarterly basis. No interest is
paid or accrued on amounts withheld through payroll deductions under
the Plan.
(3) FEDERAL INCOME TAXES
The Plan is not subject to income taxes, as these taxes are incurred by
the participants. Immediately following each quarterly purchase, the
Company withholds the appropriate amount of tax, according to the
withholding rules in effect, from the participants' paycheck. The
participants, however, are responsible for taxes due as a result of the
15% discount from market received under the Plan.
(4) ADMINISTRATIVE EXPENSES
All administrative expenses relating to the Plan are paid by the
Company.
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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
SPSS Inc. Employee Stock Purchase Plan
March 31, 1999 By: /s/ Robert J. Brinkmann
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Robert J. Brinkmann
Plan Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporation
Exhibit By Reference
Number Document Description (If applicable)
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<S> <C> <C>
23.1 Consent of Independent Certified Public Accountants
99 SPSS Inc. Employee Stock Purchase Plan *
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* Previously filed with the annual report on Form 11-K pursuant to Section
15(d) of the Securities Exchange Act of 1934, for the year ended December
31, 1994.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Administrative Committee
SPSS Inc. Employee Stock Purchase Plan:
We consent to the incorporation by reference in the registration statements
(Nos. 333-41207, 333-21025, and 333-10423) on Form S-3, the registration
statements (Nos. 33-73120, 33-73130, 33-74402, 33-80799, 333-63167, and
333-25869) on Form S-8, and the registration statement (No. 333-15427) on Form
S-4 of SPSS Inc. of our report dated March 19, 1999, relating to the statements
of net assets available for plan benefits of the SPSS Inc. Employee Stock
Purchase Plan as of December 31, 1997 and 1998, and the related statements of
changes in net assets available for plan benefits for each of the years in the
three-year period ended December 31, 1998, which report appears in the December
31, 1998 annual report on Form 11-K of the SPSS Inc. Employee Stock Purchase
Plan.
/s/KPMG LLP
Chicago, Illinois
March 30, 1999
