SPSS Inc · S-4/A · On 11/7/96 · EX-99.1

Filed On 11/7/96   ·   SEC File 333-15427   ·   Accession Number 950124-96-4753

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   ·   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                           234  1,090K 
 2: EX-5.1      Opinion of Ross & Hardies                              2±     9K 
 3: EX-8.1      Opinion of Cooley Goodward Llp                         1      7K 
 4: EX-21.1     Subsidiaries of the Company                            1      4K 
 5: EX-99.1     Form of Proxy                                          2±     8K 

EX-99.1   ·   Form of Proxy

EX-99.1
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                                                                    EXHIBIT 99.1

JANDEL CORPORATION
2591 Kerner Boulevard 
San Rafael, California 94901

PROXY 

The undersigned hereby appoints Joseph H. K. Osborn and Ross J. 
Garofalo and each of them, as the attorneys and proxies of the undersigned,     
with power of substitution, to vote all shares of the stock of Jandel           
Corporation, a  California corporation ("Jandel"), which the undersigned is     
entitled to vote at the Special Meeting of Shareholders of Jandel to be held at 
the offices of Jandel, at 2591 Kerner Boulevard, San Rafael, California, 94901  
on November 19, 1996 at 10:00 a.m., and at any continuation or adjournment      
thereof, with the same force and effect as the undersigned might or could do if 
personally present thereof, as set forth below and in their discretion upon any 
other business that may properly come before the meeting.                       

    1.      To approve (i) an Agreement and Plan of Merger dated October
30, 1996 among SPSS Inc., a Delaware corporation ("SPSS"), SPSS Acquisition,    
Inc., a Delaware corporation and a wholly owned subsidiary of SPSS              
("Acquisition"), and Jandel (the "Merger Agreement"), pursuant to which         
Acquisition would be merged with and into Jandel (the "Merger") resulting in    
Jandel becoming a wholly-owned subsidiary of SPSS (and by virtue of the         
foregoing, to approve a Stock Pledge and Escrow Agreement between Jandel and    
SPSS (the "Escrow Agreement") and the appointment of Joseph H. K. Osborn as the 
Representative established in accordance with the Escrow Agreement).            

    / /  FOR        / /  AGAINST            / /  ABSTAIN

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. SHARES REPRESENTED 
BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE HEREIN. IF   
NO SPECIFICATION IS MADE AS TO ANY ITEM HEREIN, IT IS INTENDED THAT SHARES      
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSAL SPECIFIED HEREIN.      

   Both of said attorneys and proxies or their substitutes as shall be
present and act at the meeting, or if only one be present and act then that     
one, shall have and may exercise all of the powers of both said attorneys and   
proxies hereunder.                                                              

    The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders to be held November 19, 1996 and a Proxy                
Statement/Prospectus, each dated November 7, 1996.                              

   WITNESS the signature of the undersigned this ____ day of November,
1996.                                                                           

                                  __________________________________
                     (Name of Shareholder)

                                  __________________________________
           (Signature)

                                  __________________________________
                      (Title, if applicable)

Number of Shares of Common Stock Held:  ____________________                    

Dates Referenced Herein   and   Documents Incorporated By Reference

This S-4/A Filing		Date		Other Filings
		10/30/96
Filed On / Filed As Of		11/7/96
		11/19/96
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