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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 1, 2000
Leapnet, Inc.
(exact name of registrant as specified in its charter)
Delaware 000-20835 36-4079500
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
420 West Huron Street, Chicago, Illinois 60610
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (312) 528-2400
N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisitions or Disposition of Assets
On May 1, 2000, the Registrant completed the acquisition of SPR Inc., a
Delaware corporation ("SPR"). The acquisition was consummated pursuant to an
Agreement and Plan of Merger, dated January 27, 2000 (the "Merger Agreement"),
providing for the merger of Brassie Corporation, a Delaware company and a wholly
owned subsidiary of the Registrant, with and into SPR (the "Merger"). Upon
consummation of the Merger, shares of the Registrant's common stock became
issuable pursuant to an exchange ratio which provided that each outstanding
shares of SPR common stock, $.01 par value would be exchanged for 1.085 shares
of the Registrant's common stock, $.01 par value. The Merger was structured to
qualify as a reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The SPR audited financial statements as of December 31, 1998 and 1999 and
for the years ended December 31, 1997, 1998 and 1999 are incorporated by
reference to Registrant's Registration Statement on Form S-4 as filed with
and declared effective by the Securities and Exchange Commission (File No.
333-31470).
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Financial Information as of January 31, 2000 and
for the year ended January 31, 2000 are incorporated by reference to
Registrant's Registration Statement on Form S-4 as filed with and declared
effective by the Securities and Exchange Commission (File No. 333-31470).
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated January 27, 2000, by and among the
Registrant, Brassie Corporation and SPR, is incorporated by reference to
Registrant's Registration Statement on Form S-4 as filed with and declared
effective by the Securities and Exchange Commission (File No. 333-31470).
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: June 12, 2000
LEAPNET, INC.
(Registrant)
/s/ Robert C. Bramlette
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Robert C. Bramlette
Chief Legal Officer
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