- Current report filing (8-K)
September 16 2009 - 4:40PM
Edgar (US Regulatory)
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)
September 16, 2009
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-34103
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36-2815480
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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233 South Wacker Drive, Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Fundamental Change Notice, dated September 16, 2009
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2
SIGNATURES
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.
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SPSS INC.
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Dated: September 16, 2009
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By:
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/s/ Erin R. McQuade
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Erin R. McQuade
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Vice President, Associate General Counsel
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