SPSS 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 16, 2009
(Exact Name of Registrant as Specified in Its Charter)
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On September 16, 2009, SPSS Inc. (the Company) gave notice to holders of its 2.50% Convertible Subordinated Notes due 2012 (the Notes) in connection with the previously announced Agreement and Plan of Merger (the Merger Agreement), dated as of July 27, 2009, by and among the Company, International Business Machines Corporation (IBM) and Pipestone Acquisition Corp. (Merger Sub), pursuant to which Merger Sub will merge with and into the Company with the Company as the surviving corporation and a wholly owned subsidiary of IBM (the Merger). Completion of the Merger remains subject to approval of the stockholders of the Company and the satisfaction or waiver of other closing conditions as set forth in the Merger Agreement.
The notice states that the consummation of the Merger, which will constitute a Fundamental Change as that term is defined in the Indenture, dated as of March 19, 2007, between the Company and Wilmington Trust FSB, as successor trustee, pursuant to which the Notes were issued, is expected to occur on or about October 2, 2009.
A copy of the notice is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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.