Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
1: S-4/A Amendment No.1 to Form S-4 234 1.05M
2: EX-5.1 Opinion of Ross & Hardies 2± 8K
3: EX-8.1 Opinion of Cooley Goodward LLP 1 7K
4: EX-21.1 Subsidiaries of the Company 1 5K
5: EX-99.1 Form of Proxy 2± 8K
2591 Kerner Boulevard
San Rafael, California94901PROXY
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 October30, 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 / / ABSTAINTHIS 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
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,
(Name of Shareholder)
(Title, if applicable)
Number of Shares of Common Stock Held: ____________________