<PAGE> 1
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 6, 2000
-----------------
SPSS Inc.
-----------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3-64732 36-2815480
--------------------------------------------------------------------------------
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
233 South Wacker Drive, Chicago, Illinois 60606
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(312) 651-3000
----------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
----------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On November 6, 2000, SPSS Inc., SPSS Acquisition Sub Corp., each a Delaware
corporation, and ShowCase Corporation, a Minnesota corporation, entered into an
Agreement and Plan of Merger pursuant to which ShowCase shareholders will
receive .333 shares of SPSS Common Stock for each share of ShowCase Common Stock
held by them. The share exchange ratio for the merger was established through
negotiations between SPSS and ShowCase. The transaction is valued at
approximately $94 million, based on the closing price of SPSS Common Stock on
November 6, 2000, and it is anticipated that the transaction will be accounted
for as a pooling of interests. ShowCase is a leading provider of enterprise
intelligence services.
The closing of the merger, expected to occur in the quarter ending March
31, 2001, is subject to certain conditions, including approval by the
stockholders of both SPSS and ShowCase and the expiration or early termination
of all waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of
1976.
Jack Noonan, President and CEO and a director of SPSS, is also a director
of ShowCase. Other than Mr. Noonan's relationships with both companies and the
transactions included in, or contemplated by the merger agreement, there are no
material relationships between ShowCase and SPSS or SPSS' affiliates, or any
other director or officer of SPSS, or any associate of any such director or
officer.
The foregoing description of the merger is qualified in its entirety by
reference to the merger agreement filed as Exhibit 2.1 hereto and incorporated
by this reference.
<PAGE> 3
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements required by this item will be filed by
amendment within sixty (60) days of the due date of this initial
report.
(b) Pro Forma financial statements required by this item will be
filed by amendment within sixty (60) days of the due date of this
initial report.
(c) The following Exhibits to this Form 8-K are attached hereto:
Exhibit
Number Description of Document
------- -----------------------
2.1 Agreement and Plan of Merger among SPSS Inc., SPSS Acquisition
Sub Corp., and ShowCase Corporation, dated as of November 6,
2000, together with a list identifying omitted schedules.
99.1 Press Release of SPSS Inc., issued November 7, 2000,
announcing SPSS Inc. merger with ShowCase Corporation.
SPSS agrees to furnish supplementally a copy of any omitted schedule to the
Agreement to the Securities and Exchange Commission upon request.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, SPSS
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SPSS Inc.
Date: November 15, 2000 By: /s/ Robert Brinkmann
-----------------------------------
Robert Brinkmann
Assistant Secretary and Controller
