<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
------------
LEAPNET, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
521862 10 2
------------
(CUSIP Number of Class Securities)
Stephen J. Tober
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523
(630) 575-6200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
John L. MacCarthy, Esq.
Winston & Strawn
35 West Wacker Drive
Suite 4200
Chicago, Illinois 60601
(312) 558-5600
January 27, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------------------------------
CUSIP NO.521862 10 2
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SPR Inc.; FEIN:36-4079500
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [x]*
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER - 0
7.
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER - 5,035,000
BENEFICIALLY 8.
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER - 0
9.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER - 0
WITH 10.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
5,035,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
35.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON - CO
14.
- ------------------------------------------------------------------------------
* As a result of Stockholders Agreements (collectively, the "Voting
Agreements"), dated as of January 27, 2000, between SPR Inc. and the following
Leapnet, Inc. stockholders: Fredrick Smith, George Gier and R. Steven
Lutterbach (individually, the "Stockholder" and collectively, the
"Stockholders"), SPR Inc. may be deemed to be to have formed a "group" within
the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Voting Agreements are filed herewith and incorporated
herein by reference.
-2-
<PAGE>
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D relates to shares of common stock
("Issuer Shares"), par value $0.01, of Leapnet, Inc., a Delaware corporation
("Issuer"). Issuer's principle executive offices are located at 420 West
Hubbard Street, Chicago, Illinois 60610.
Item 2. Identity and Background.
-----------------------
This Statement on Schedule 13D is being filed by SPR Inc., a Delaware
corporation ("SPR"). SPR is a provider of information technology including:
software modernization, mass change, application management, information
delivery, software services and general consulting services. SPR's principal
executive offices are located at 2015, Suite 750, Oak Brook, Illinois 60523.
Other than executive officers and directors, there are no persons or
entities controlling or ultimately controlling SPR.
During the last five years neither SPR nor, to the best of SPR's
knowledge, any of its executive officers and/or directors has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in, or was subject to, a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
Each officer and/or director of SPR is a citizen of the United States
of America. The chart below sets forth the name, business address and present
principal occupation of each executive officer and/or director of SPR.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Name Address Principal Occupation
- ------------------------------------------------------------------------------------
<S> <C> <C>
Robert M. Figliulo 2015 Spring Road, Suite 750 Chief Executive Officer and
Oak Brook, Illinois 60523 Chairman of the Board of SPR
- ------------------------------------------------------------------------------------
Stephen J. Tober 2015 Spring Road, Suite 750 Executive Vice President, Chief
Oak Brook, Illinois 60523 Operating Officer and Director
of SPR
- ------------------------------------------------------------------------------------
David A. Figliulo 2015 Spring Road, Suite 750 Executive Vice President and
Oak Brook, Illinois 60523 Director of SPR
- ------------------------------------------------------------------------------------
Ronald L. Taylor One Tower Lane, Suite 1000 Director, President and Chief
Oak Brook Terrace, Operating Officer of DeVry, Inc
Illinois 60181
- ------------------------------------------------------------------------------------
Sydnor W. Thrift, Oriole Park at Camden Yards Vice President Baseball Operations,
Jr. 333 West Camden Yards Baltimore Orioles
Baltimore, Maryland 21201
- -----------------------------------------------------------------------------------
David P. Yeager 377 East Butterfield Road Vice Chairman of the Board and
Suite 700 Chief Executive Officer of Hub
Lombard, Illinois 60148 Group, Inc.
- -----------------------------------------------------------------------------------
</TABLE>
-3-
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Voting Agreements were entered into by each Stockholder in
consideration for SPR executing the Agreement and Plan of Merger (the "Merger
Agreement"), dated January 27, 2000, between SPR, Issuer and a wholly-owned
subsidiary of Issuer, Brassie Corporation (the "Merger Sub").
Item 4. Purpose of Transaction.
----------------------
The Voting Agreements were entered into as a condition of, and in
consideration for, SPR's entering into the Merger Agreement. Pursuant to the
Voting Agreements, each Stockholder has agreed to vote: (i) in favor of approval
of the Merger Agreement, (ii) against any action that would breach the Merger
Agreement and (iii) against certain specified extraordinary transactions.
SPR and Issuer plan to effect a "merger of equals" within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended. Pursuant to
the Merger Agreement: (i) each share of SPR will be exchanged for 1.085 Issuer
Shares, (ii) the certificate of incorporation of the surviving corporation shall
be the same as the certificate of incorporation of SPR prior to the merger,
(iii) the bylaws of the surviving corporation shall be the same as the bylaws of
the Merger Sub prior to the merger and (iv) the board of directors of the
surviving corporation shall be a nine member classified board with Issuer
designating five directors and SPR designating four directors.
Item 5. Interest in Securities of the Company.
-------------------------------------
SPR may be deemed to beneficially own 5,035,000 Issuer Shares, which
consists of 35.4% of the issued and outstanding Issuer Shares, and to share
voting power with respect to such Issuer Shares. Pursuant to the terms of the
Voting Agreements, each Stockholder has agreed at any meeting of Issuer's
stockholders, or pursuant to any written consent of stockholders in lieu of such
meeting, to vote Issuer Shares held by him as of the relevant record date: (i)
in favor of approval of the Merger Agreement, (ii) against any action that would
breach the Merger Agreement and (iii) against certain specified extraordinary
transactions. Pursuant to the Voting Agreements, each Stockholder grants to SPR
an irrevocable proxy to vote his Issuer Shares and appoints SPR's Board of
Directors as his attorney-in-fact until the earlier of the effective date of the
merger or the termination of the Merger Agreement or such other date specified
in the respective Voting Agreement.
No transactions in Issuer's Shares have been effected during the past
60 days by SPR other than the Merger Agreement and the Voting Agreements.
The rights to: (i) receive dividends from, (ii) direct the receipt of
dividends from, (iii) receive proceeds from the sale of, and (iv) direct the
receipt of proceeds from the sale of each Stockholder's Issuer Shares remain
with each respective Stockholder.
-4-
<PAGE>
Item 6. Contracts, Arrangements or Understandings with Respect to
---------------------------------------------------------
Securities of the Company.
-------------------------
The contracts, arrangements, understandings or relationships with
respect to the Issuer Shares consist of the Merger Agreement and the Voting
Agreements relating thereto. The Voting Agreements are attached hereto as
Exhibits and specifically incorporated by reference herein.
Except for the Merger Agreement and the Voting Agreements, neither SPR
nor, to the best of SPR's knowledge, any other person named in Item 2 above has
any contract, arrangement, understanding or relationship with any person with
respect to Issuer Shares, including, but not limited to, transfer or voting of
securities, finder's fees, joint ventures, loan agreements, option agreements,
guarantees of profits, divisions of profits or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Stockholder Agreement among the SPR, Issuer and Fredrick Smith,
dated January 27, 2000, filed herewith.
2. Stockholder Agreement among the SPR, Issuer and George Gier,
dated January 27, 2000, filed herewith.
3. Stockholder Agreement among the SPR, Issuer and R. Steven
Lutterbach, dated January 27, 2000, filed herewith.
-5-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: February 3, 2000
SPR INC.
/s/ Stephen J. Tober
By: ______________________
Name: Stephen J. Tober
Title: Executive Vice President
and Chief Operating Officer
-6-
<PAGE>
EXHIBIT 99.1
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Stockholder Agreement"), dated
January 27, 2000, is by and between SPR Inc., a Delaware corporation (the
"Company"), and the undersigned stockholder ("Stockholder") of Leapnet, Inc., a
Delaware corporation ("Parent").
RECITALS
A. WHEREAS, concurrent with the execution of this Stockholder
Agreement, Parent, the Company and Merger Sub, a Delaware corporation and a
wholly owned subsidiary of Parent, have entered into an Agreement and Plan of
Merger, dated of even date herewith (as amended from time to time, the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company, with the Company continuing as the surviving corporation and as a
direct wholly owned subsidiary of Parent (the "Merger").
B. WHEREAS, the Stockholder owns shares, par value $0.01 per share,
of common stock of Parent (the "Shares") in the amounts set forth opposite the
Stockholder's name and signature on the signature page hereof.
C. WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, the Company desires that the Stockholder agree, and the
Stockholder is willing to agree, to enter into this Stockholder Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Certain Definitions. In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement. For purposes of this
Stockholder Agreement:
(a) "Affiliate" means, as to any specified Person, (i) any
stockholder, equity holder, officer, or director of such Person and their
family members or (ii) any other Person which, directly or indirectly,
controls, is controlled by, employed by or is under common control with,
any of the foregoing. For the purposes of this definition, "control" means
the possession of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including pursuant to any agreement,
arrangement or
<PAGE>
understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons
with whom such Person would constitute a "group" as within the meanings of
Section 13(d)(3) of the Exchange Act.
(c) "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.
2. Disclosure. The Stockholder hereby agrees to permit the Company
and Parent to publish and disclose in the S-4 Registration Statement and the
Proxy Statement/Prospectus (including all documents and schedules filed with the
SEC), and any press release or other disclosure document which Parent and the
Company reasonably determine to be necessary or desirable in connection with the
Merger and any transactions related thereto, the Stockholder's identity and
ownership of the Shares and the nature of the Stockholder's commitments,
arrangements and understandings under this Stockholder Agreement.
3. Voting of Parent Stock. The Stockholder hereby agrees that, during
the period commencing on the date hereof and continuing until the first to occur
of (a) the Effective Time or (b) the termination of the Merger Agreement in
accordance with its terms (the "Termination Date"), at any meeting of the
holders of the Shares, however called, or in connection with any written consent
of the holders of the Shares, he shall vote (or cause to be voted) the Shares
held of record or Beneficially Owned by the Stockholder, whether heretofore
owned or hereafter acquired: (i) in favor of the issuance of Shares in the
Merger and any actions required in furtherance of the Merger and hereof, (ii)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty, or any other obligation or agreement,
of Parent under the Merger Agreement or the Stockholder under this Stockholder
Agreement (after giving effect to any materiality or similar qualifications
contained therein) and (iii) except as otherwise agreed to in writing in advance
by the Company, against the following actions (other than the Merger and the
transactions contemplated by this Stockholder Agreement and the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving Parent, (B) a sale, lease
or transfer of a material amount of assets of Parent, or a reorganization,
recapitalization, dissolution or liquidation of Parent; (C)(1) any change in a
majority of the individuals who constitute Parent's Board of Directors; (2) any
change in the present capitalization of Parent or any amendment of Parent's
Certificate of Incorporation or By-Laws; (3) any material change in Parent's
corporation structure or business; or (4) any other action which, in the case of
each of the matters referred to in clauses (C)(1), (2) or (3), is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone, or
materially and adversely affect the Merger and the transactions contemplated by
this Stockholder Agreement and the Merger Agreement. The Stockholder agrees that
he will not enter into any agreement or understanding with any Person the effect
of which would be inconsistent with or violative
2
<PAGE>
of any provision contained in this Section 3. Notwithstanding the foregoing,
nothing in this Section 3 shall require the Stockholder to exercise any options
with respect to the Shares.
4. Grant of Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, the
Board of Directors of the Company, the Stockholder's proxy and attorney-in-
fact (with full power of substitution), for and in the name, place and
stead of the Stockholder, to vote the Stockholder's Shares, or grant a
consent or approval in respect of such Shares as set forth in Section 3
hereof. The Stockholder shall have no claim against such proxy and
attorney-in-fact, for any action taken, decision made or instruction given
by such proxy and attorney-in-fact in accordance with this Stockholder
Agreement.
(b) The Stockholder understands and acknowledges that the Company is
entering into the Merger Agreement in reliance upon such irrevocable proxy.
The Stockholder hereby affirms that the irrevocable proxy set forth in this
Section 4 is given to secure the performance of the duties of the
Stockholder under this Stockholder Agreement. The Stockholder hereby
affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. The Stockholder hereby ratifies and
confirms that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
5. Covenants, Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to, and agrees with, the Company as
follows:
(a) Ownership of Shares. The Stockholder is the sole record and
Beneficial Owner of the number of Shares opposite the Stockholder's name on
the signature page hereof. On the date hereof, the Shares set forth
opposite the Stockholder's name on the signature page hereof constitute all
of the Shares owned of record or Beneficially Owned by the Stockholder or
to which the Stockholder has voting power by proxy, voting agreement,
voting trust or other similar instrument. The Stockholder has sole voting
power and sole power to issue instructions with respect to the matters set
forth in Section 3 hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power to agree
to all of the matters set forth in this Stockholder Agreement, in each case
with respect to all of the Shares set forth opposite the Stockholder's name
on the signature page hereof, with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws, and the
terms of this Stockholder Agreement.
(b) Authorization. The Stockholder has the legal capacity, power and
authority to enter into and perform all of the Stockholder's obligations
under this Stockholder Agreement. The execution, delivery and performance
of this Stockholder Agreement by the Stockholder will not violate any other
agreement to which the Stockholder is a party including, without
limitation, any voting
3
<PAGE>
agreement, stockholders agreement, voting trust, trust or similar
agreement. This Stockholder Agreement has been duly and validly executed
and delivered by the Stockholder and constitutes a valid and binding
agreement enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent
is required for the execution and delivery of this Stockholder Agreement or
the consummation by the Stockholder of the transactions contemplated
hereby. If the Stockholder is married and the Stockholder's Shares
constitute community property, this Stockholder Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, the Stockholder's spouse, enforceable against such person is
accordance with its terms.
(c) No Conflicts. (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Stockholder Agreement by the
Stockholder and the consummation by the Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Stockholder Agreement by the Stockholder, the consummation by the
Stockholder of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) conflict with or
result in any breach of the organizational documents of the Stockholder (if
applicable), (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Stockholder is a party or by which the Stockholder or any of its
properties or assets may be bound, or (C) violate any order, writ
injunction, decree, judgment, order, statute, rule or regulation applicable
to the Stockholder or any of its properties or assets.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Sections 3 and 4 hereof, the Stockholder's
Shares at all times during the term hereof will be Beneficially Owned by
the Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(e) No Solicitation. The Stockholder agrees not to take any action
inconsistent with or in violation of Section 6.2 of the Merger Agreement.
(f) Restriction on Transfer, Proxies and Non-Interference. The
Stockholder shall not, directly or indirectly (i) except as contemplated by
the Merger Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to
the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment
or other disposition of, any or all of the
4
<PAGE>
Stockholder's Shares or any interest therein, (ii) except as contemplated
by this Stockholder Agreement, grant any proxies or powers of attorney,
deposit any Shares into a voting trust or enter into a voting agreement
with respect to the Shares, or (iii) take any action that would make any
representation or warranty of the Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling the Stockholder
from performing the Stockholder's obligations under this Stockholder
Agreement.
(g) Reliance by the Company. The Stockholder understands and
acknowledges that the Company is entering into the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this Stockholder
Agreement.
6. Stop Transfer Legend.
(a) The Stockholder agrees and covenants to the Company that the
Stockholder shall not request that Parent register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing
any of the Stockholder's Shares, unless such transfer is made in compliance
with this Stockholder Agreement.
(b) Without limiting the covenants set forth in paragraph (a) above,
in the event of a stock dividend or distribution, or any change in Shares
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, other than pursuant to the Merger, the term
"Shares" shall be deemed to refer to and include the Shares into which or
for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Stockholder Agreement.
7. Further Assurances. From time to time, at the Company's request
and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Stockholder Agreement.
8. Stockholder Capacity. If the Stockholder is or becomes during the
term hereof a director or an officer of Parent, the Stockholder makes no
agreement or understanding herein in his capacity as such director or officer.
The Stockholder signs solely in his capacity as the record and Beneficial Owner
of the Stockholder's Shares.
5
<PAGE>
9. Termination. Except as otherwise provided herein, the covenants
and agreements contained herein with respect to the Shares shall terminate upon
the earlier of (a) the Termination Date or (b) the Effective Time.
10. Miscellaneous.
(a) Entire Agreement. This Stockholder Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof.
(b) Certain Events. Subject to Section 5(f) hereof, the Stockholder
agrees that this Stockholder Agreement and the obligations hereunder shall
attach to the Stockholder's Shares and shall be binding upon any Person to
which legal or Beneficial Ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation, the
Stockholder's heirs, guardians, administrators or successors.
Notwithstanding any such transfer of Shares, the transferor shall remain
liable for the performance of all obligations under this Stockholder
Agreement.
(c) Assignment. This Stockholder Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the
other party hereto, provided that the Company may assign, in its sole
discretion, its rights and obligations hereunder to any direct or indirect
wholly owned subsidiary of the Company, but no such assignment shall
relieve the Company of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendment and Modification. This Stockholder Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by
the parties hereto.
(e) Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and delivered (i) personally, (ii)
via telecopy, (iii) via overnight courier (providing proof of delivery) or
(iv) via registered or certified mail (return receipt requested). Such
notice shall be deemed to be given, dated and received (i) when so
delivered personally, via telecopy upon confirmation, or via overnight
courier upon actual delivery or (ii) two days after the date of mailing, if
mailed by registered or certified mail. Any notice pursuant to this
section shall be delivered as follows:
If to the Stockholder to the address set forth for the Stockholder on
the signature page to this Stockholder Agreement.
6
<PAGE>
If to the Company:
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874
Attn: Chief Executive Officer
(f) Severability. Whenever possible, each provision or portion of any
provision of this Stockholder Agreement will be interpreted in such a
manner as to be effective and valid under applicable law but if any
provision or portion of any provision of this Stockholder Agreement is held
to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision of this Stockholder Agreement in such jurisdiction, and this
Stockholder Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein.
(g) Specific Performance. The parties hereto agree recognize and
acknowledge that a breach by it of any covenants or agreements contained in
this Stockholder Agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any
such breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Stockholder Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the
exercise of any such rights, powers or remedies by any party shall not
preclude the simultaneous or later exercise of any other such right, power
or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Stockholder Agreement or
otherwise available in respect hereof at law or in equity, or to insist
upon compliance by any other party hereto with its obligations hereunder,
and any custom or practice of the parties at variance with the terms
hereof, will not constitute a waiver by such party of its right to exercise
any such or other right, power or remedy or to demand such compliance.
(j) No Third Party Beneficiaries. This Stockholder Agreement is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
7
<PAGE>
(k) Governing Law. This Stockholder Agreement will be governed and
construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof.
(l) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING IN
CONNECTION WITH THIS STOCKHOLDER AGREEMENT.
(m) Description Headings. The description headings used herein are
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Stockholder Agreement.
(n) Counterparts. This Stockholder Agreement may be executed in
counterparts, each of which will be considered one and the same Stockholder
Agreement and will become effective when such counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(o) Recovery of Attorney's Fees. In the event of any litigation
between the parties relating to this Stockholder Agreement, the prevailing
party shall be entitled to recover its reasonable attorney's fees and costs
(including court costs) from the non-prevailing party, provided that if
both parties prevail in part, the reasonable attorney's fees and costs
shall be awarded by the court in such a manner as it deems equitable to
reflect the relative amounts and merits of the parties' claims.
[signature page follows]
8
<PAGE>
IN WITNESS WHEREOF, the Company and the Stockholder have caused this
Stockholder Agreement to be duly executed as of the day and year first above
written.
SPR INC.
/s/ R. Figliulo
By:_____________________________
Name:________________________
Title:_______________________
STOCKHOLDER Number of shares: 1,975,000
/s/ F. Smith
By:_____________________________
Name:________________________
STOCKHOLDER'S SPOUSE
/s/ J. Smith
By:_____________________________
Name:________________________
<PAGE>
EXHIBIT 99.2
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Stockholder Agreement"), dated
January 27, 2000, is by and between SPR Inc., a Delaware corporation (the
"Company"), and the undersigned stockholder ("Stockholder") of Leapnet, Inc., a
Delaware corporation ("Parent").
RECITALS
A. WHEREAS, concurrent with the execution of this Stockholder
Agreement, Parent, the Company and Merger Sub, a Delaware corporation and a
wholly owned subsidiary of Parent, have entered into an Agreement and Plan of
Merger, dated of even date herewith (as amended from time to time, the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company, with the Company continuing as the surviving corporation and as a
direct wholly owned subsidiary of Parent (the "Merger").
B. WHEREAS, the Stockholder owns shares, par value $0.01 per share,
of common stock of Parent (the "Shares") in the amounts set forth opposite the
Stockholder's name and signature on the signature page hereof.
C. WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, the Company desires that the Stockholder agree, and the
Stockholder is willing to agree, to enter into this Stockholder Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Certain Definitions. In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement. For purposes of this
Stockholder Agreement:
(a) "Affiliate" means, as to any specified Person, (i) any
stockholder, equity holder, officer, or director of such Person and their
family members or (ii) any other Person which, directly or indirectly,
controls, is controlled by, employed by or is under common control with,
any of the foregoing. For the purposes of this definition, "control" means
the possession of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including pursuant to any agreement,
arrangement or
<PAGE>
understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons
with whom such Person would constitute a "group" as within the meanings of
Section 13(d)(3) of the Exchange Act.
(c) "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.
2. Disclosure. The Stockholder hereby agrees to permit the Company
and Parent to publish and disclose in the S-4 Registration Statement and the
Proxy Statement/Prospectus (including all documents and schedules filed with the
SEC), and any press release or other disclosure document which Parent and the
Company reasonably determine to be necessary or desirable in connection with the
Merger and any transactions related thereto, the Stockholder's identity and
ownership of the Shares and the nature of the Stockholder's commitments,
arrangements and understandings under this Stockholder Agreement.
3. Voting of Parent Stock. The Stockholder hereby agrees that, during
the period commencing on the date hereof and continuing until the first to occur
of (a) the Effective Time, (b) the termination of the Merger Agreement in
accordance with its terms or the events described in Section 5(f) (the
"Termination Date"), at any meeting of the holders of the Shares, however
called, or in connection with any written consent of the holders of the Shares,
he shall vote (or cause to be voted) the Shares held of record or Beneficially
Owned by the Stockholder, whether heretofore owned or hereafter acquired: (i) in
favor of the issuance of Shares in the Merger and any actions required in
furtherance of the Merger and hereof, (ii) against any action or agreement that
would result in a breach in any respect of any covenant, representation or
warranty, or any other obligation or agreement, of Parent under the Merger
Agreement or the Stockholder under this Stockholder Agreement (after giving
effect to any materiality or similar qualifications contained therein) and (iii)
except as otherwise agreed to in writing in advance by the Company, against the
following actions (other than the Merger and the transactions contemplated by
this Stockholder Agreement and the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving Parent, (B) a sale, lease or transfer of a material amount
of assets of Parent, or a reorganization, recapitalization, dissolution or
liquidation of Parent; (C)(1) any change in a majority of the individuals who
constitute Parent's Board of Directors; (2) any change in the present
capitalization of Parent or any amendment of Parent's Certificate of
Incorporation or By-Laws; (3) any material change in Parent's corporation
structure or business; or (4) any other action which, in the case of each of the
matters referred to in clauses (C)(1), (2) or (3), is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, or
materially and adversely affect the Merger and the transactions contemplated by
this Stockholder Agreement and the Merger Agreement. The Stockholder agrees that
he will not enter into any agreement or understanding with any Person the effect
of which would be inconsistent with or violative of any provision
2
<PAGE>
contained in this Section 3. Notwithstanding the foregoing, nothing in this
Section 3 shall require the Stockholder to exercise any options with respect to
the Shares.
4. Grant of Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, the
Board of Directors of the Company, the Stockholder's proxy and attorney-in-
fact (with full power of substitution), for and in the name, place and
stead of the Stockholder, to vote the Stockholder's Shares, or grant a
consent or approval in respect of such Shares as set forth in Section 3
hereof. The Stockholder shall have no claim against such proxy and
attorney-in-fact, for any action taken, decision made or instruction given
by such proxy and attorney-in-fact in accordance with this Stockholder
Agreement.
(b) The Stockholder understands and acknowledges that the Company is
entering into the Merger Agreement in reliance upon such irrevocable proxy.
The Stockholder hereby affirms that the irrevocable proxy set forth in this
Section 4 is given to secure the performance of the duties of the
Stockholder under this Stockholder Agreement. The Stockholder hereby
affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. The Stockholder hereby ratifies and
confirms that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
5. Covenants, Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to, and agrees with, the Company as
follows:
(a) Ownership of Shares. The Stockholder is the sole record and
Beneficial Owner of the number of Shares opposite the Stockholder's name on
the signature page hereof. On the date hereof, the Shares set forth
opposite the Stockholder's name on the signature page hereof constitute all
of the Shares owned of record or Beneficially Owned by the Stockholder or
to which the Stockholder has voting power by proxy, voting agreement,
voting trust or other similar instrument. The Stockholder has sole voting
power and sole power to issue instructions with respect to the matters set
forth in Section 3 hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power to agree
to all of the matters set forth in this Stockholder Agreement, in each case
with respect to all of the Shares set forth opposite the Stockholder's name
on the signature page hereof, with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws, and the
terms of this Stockholder Agreement.
(b) Authorization. The Stockholder has the legal capacity, power and
authority to enter into and perform all of the Stockholder's obligations
under this Stockholder Agreement. The execution, delivery and performance
of this Stockholder Agreement by the Stockholder will not violate any other
agreement to which the Stockholder is a party including, without
limitation, any voting agreement, stockholders agreement, voting trust,
trust or similar agreement. This
3
<PAGE>
Stockholder Agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding agreement enforceable
against the Stockholder in accordance with its terms. There is no
beneficiary or holder of a voting trust certificate or other interest of
any trust of which the Stockholder is a trustee whose consent is required
for the execution and delivery of this Stockholder Agreement or the
consummation by the Stockholder of the transactions contemplated hereby. If
the Stockholder is married and the Stockholder's Shares constitute
community property, this Stockholder Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder's spouse, enforceable against such person is accordance
with its terms.
(c) No Conflicts. (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Stockholder Agreement by the
Stockholder and the consummation by the Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Stockholder Agreement by the Stockholder, the consummation by the
Stockholder of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) conflict with or
result in any breach of the organizational documents of the Stockholder (if
applicable), (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Stockholder is a party or by which the Stockholder or any of its
properties or assets may be bound, or (C) violate any order, writ
injunction, decree, judgment, order, statute, rule or regulation applicable
to the Stockholder or any of its properties or assets.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Sections 3 and 4 hereof, the Stockholder's
Shares at all times during the term hereof will be Beneficially Owned by
the Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(e) No Solicitation. The Stockholder agrees not to take any action
inconsistent with or in violation of Section 6.2 of the Merger Agreement.
(f) Restriction on Transfer, Proxies and Non-Interference. The
Stockholder shall not, directly or indirectly (i) except as contemplated by
the Merger Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to
the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment
or other disposition of, any or all of the Stockholder's Shares or any
interest therein, (ii) except as contemplated by this
4
<PAGE>
Stockholder Agreement, grant any proxies or powers of attorney, deposit any
Shares into a voting trust or enter into a voting agreement with respect to
the Shares, or (iii) take any action that would make any representation or
warranty of the Stockholder contained herein untrue or incorrect or have
the effect of preventing or disabling the Stockholder from performing the
Stockholder's obligations under this Stockholder Agreement. Notwithstanding
the foregoing, (i) the Stockholder and his spouse will be allowed to sell
up to 200,000 Shares in the aggregate after the close of business on
Tuesday 4, 2000 (ii) if the Merger is not completed by June 30, 2000, the
Stockholder and his spouse will be allowed to sell up to an additional
200,000 Shares in the aggregate, and (iii) if the Merger is not completed
by October 31, 2000, this Stockholder Agreement will terminate and be of no
further effect.
(g) Reliance by the Company. The Stockholder understands and
acknowledges that the Company is entering into the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this Stockholder
Agreement.
6. Stop Transfer Legend.
(a) The Stockholder agrees and covenants to the Company that the
Stockholder shall not request that Parent register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing
any of the Stockholder's Shares, unless such transfer is made in compliance
with this Stockholder Agreement.
(b) Without limiting the covenants set forth in paragraph (a) above,
in the event of a stock dividend or distribution, or any change in Shares
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, other than pursuant to the Merger, the term
"Shares" shall be deemed to refer to and include the Shares into which or
for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Stockholder Agreement.
7. Further Assurances. From time to time, at the Company's request
and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Stockholder Agreement.
8. Stockholder Capacity. If the Stockholder is or becomes during the
term hereof a director or an officer of Parent, the Stockholder makes no
agreement or understanding herein in his capacity as such director or officer.
The Stockholder signs solely in his capacity as the record and Beneficial Owner
of the Stockholder's Shares.
9. Termination. Except as otherwise provided herein, the covenants
and agreements contained herein with respect to the Shares shall terminate upon
the earlier of (a) the Termination Date or (b) the Effective Time.
10. Miscellaneous.
(a) Entire Agreement. This Stockholder Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and
5
<PAGE>
supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
(b) Certain Events. Subject to Section 5(f) hereof, the Stockholder
agrees that this Stockholder Agreement and the obligations hereunder shall
attach to the Stockholder's Shares and shall be binding upon any Person to
which legal or Beneficial Ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation, the
Stockholder's heirs, guardians, administrators or successors.
Notwithstanding any such transfer of Shares, the transferor shall remain
liable for the performance of all obligations under this Stockholder
Agreement.
(c) Assignment. This Stockholder Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the
other party hereto, provided that the Company may assign, in its sole
discretion, its rights and obligations hereunder to any direct or indirect
wholly owned subsidiary of the Company, but no such assignment shall
relieve the Company of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendment and Modification. This Stockholder Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by
the parties hereto.
(e) Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and delivered (i) personally, (ii)
via telecopy, (iii) via overnight courier (providing proof of delivery) or
(iv) via registered or certified mail (return receipt requested). Such
notice shall be deemed to be given, dated and received (i) when so
delivered personally, via telecopy upon confirmation, or via overnight
courier upon actual delivery or (ii) two days after the date of mailing, if
mailed by registered or certified mail. Any notice pursuant to this section
shall be delivered as follows:
If to the Stockholder to the address set forth for the Stockholder on
the signature page to this Stockholder Agreement.
If to the Company:
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874
Attn: Chief Executive Officer
(f) Severability. Whenever possible, each provision or portion of any
provision of this Stockholder Agreement will be interpreted in such a
manner as to be effective and valid under applicable law but if any
provision or portion of
6
<PAGE>
any provision of this Stockholder Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision of this Stockholder
Agreement in such jurisdiction, and this Stockholder Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never
been contained herein.
(g) Specific Performance. The parties hereto agree recognize and
acknowledge that a breach by it of any covenants or agreements contained in
this Stockholder Agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any
such breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Stockholder Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the
exercise of any such rights, powers or remedies by any party shall not
preclude the simultaneous or later exercise of any other such right, power
or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Stockholder Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon
compliance by any other party hereto with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof,
will not constitute a waiver by such party of its right to exercise any
such or other right, power or remedy or to demand such compliance.
(j) No Third Party Beneficiaries. This Stockholder Agreement is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
(k) Governing Law. This Stockholder Agreement will be governed and
construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof.
(l) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING IN
CONNECTION WITH THIS STOCKHOLDER AGREEMENT.
(m) Description Headings. The description headings used herein are
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Stockholder Agreement.
7
<PAGE>
(n) Counterparts. This Stockholder Agreement may be executed in
counterparts, each of which will be considered one and the same Stockholder
Agreement and will become effective when such counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(o) Recovery of Attorney's Fees. In the event of any litigation
between the parties relating to this Stockholder Agreement, the prevailing
party shall be entitled to recover its reasonable attorney's fees and costs
(including court costs) from the non-prevailing party, provided that if
both parties prevail in part, the reasonable attorney's fees and costs
shall be awarded by the court in such a manner as it deems equitable to
reflect the relative amounts and merits of the parties' claims.
[signature page follows]
8
<PAGE>
IN WITNESS WHEREOF, the Company and the Stockholder have caused this
Stockholder Agreement to be duly executed as of the day and year first above
written.
SPR INC.
By: /s/ R. Figliulo
-------------------------------
Name:
--------------------------
Title:
-------------------------
STOCKHOLDER Number of shares: 1,820,000
------------
By: /s/ G. Gier
---------------------------
Name:
----------------------
STOCKHOLDER'S SPOUSE
By: /s/ V. Gier
----------------------------
Name:
-----------------------
<PAGE>
EXHIBIT 99.3
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Stockholder Agreement"), dated
January 27, 2000, is by and between SPR Inc., a Delaware corporation (the
"Company"), and the undersigned stockholder ("Stockholder") of Leapnet, Inc., a
Delaware corporation ("Parent").
RECITALS
A. WHEREAS, concurrent with the execution of this Stockholder
Agreement, Parent, the Company and Merger Sub, a Delaware corporation and a
wholly owned subsidiary of Parent, have entered into an Agreement and Plan of
Merger, dated of even date herewith (as amended from time to time, the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company, with the Company continuing as the surviving corporation and as a
direct wholly owned subsidiary of Parent (the "Merger").
B. WHEREAS, the Stockholder owns shares, par value $0.01 per share,
of common stock of Parent (the "Shares") in the amounts set forth opposite the
Stockholder's name and signature on the signature page hereof.
C. WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, the Company desires that the Stockholder agree, and the
Stockholder is willing to agree, to enter into this Stockholder Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Certain Definitions. In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement. For purposes of this
Stockholder Agreement:
(a) "Affiliate" means, as to any specified Person, (i) any
stockholder, equity holder, officer, or director of such Person and their
family members or (ii) any other Person which, directly or indirectly,
controls, is controlled by, employed by or is under common control with,
any of the foregoing. For the purposes of this definition, "control" means
the possession of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including pursuant to any agreement,
arrangement or
<PAGE>
understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons
with whom such Person would constitute a "group" as within the meanings of
Section 13(d)(3) of the Exchange Act.
(c) "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.
2. Disclosure. The Stockholder hereby agrees to permit the Company
and Parent to publish and disclose in the S-4 Registration Statement and the
Proxy Statement/Prospectus (including all documents and schedules filed with the
SEC), and any press release or other disclosure document which Parent and the
Company reasonably determine to be necessary or desirable in connection with the
Merger and any transactions related thereto, the Stockholder's identity and
ownership of the Shares and the nature of the Stockholder's commitments,
arrangements and understandings under this Stockholder Agreement.
3. Voting of Parent Stock. The Stockholder hereby agrees that,
during the period commencing on the date hereof and continuing until the first
to occur of (a) the Effective Time or (b) the termination of the Merger
Agreement in accordance with its terms (the "Termination Date"), at any meeting
of the holders of the Shares, however called, or in connection with any written
consent of the holders of the Shares, he shall vote (or cause to be voted) the
Shares held of record or Beneficially Owned by the Stockholder, whether
heretofore owned or hereafter acquired: (i) in favor of the issuance of Shares
in the Merger and any actions required in furtherance of the Merger and hereof,
(ii) against any action or agreement that would result in a breach in any
respect of any covenant, representation or warranty, or any other obligation or
agreement, of Parent under the Merger Agreement or the Stockholder under this
Stockholder Agreement (after giving effect to any materiality or similar
qualifications contained therein) and (iii) except as otherwise agreed to in
writing in advance by the Company, against the following actions (other than the
Merger and the transactions contemplated by this Stockholder Agreement and the
Merger Agreement): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving Parent, (B) a
sale, lease or transfer of a material amount of assets of Parent, or a
reorganization, recapitalization, dissolution or liquidation of Parent; (C)(1)
any change in a majority of the individuals who constitute Parent's Board of
Directors; (2) any change in the present capitalization of Parent or any
amendment of Parent's Certificate of Incorporation or By-Laws; (3) any material
change in Parent's corporation structure or business; or (4) any other action
which, in the case of each of the matters referred to in clauses (C)(1), (2) or
(3), is intended, or could reasonably be expected, to impede, interfere with,
delay, postpone, or materially and adversely affect the Merger and the
transactions contemplated by this Stockholder Agreement and the Merger
Agreement. The Stockholder agrees that he will not enter into any agreement or
understanding with any Person the effect of which would be inconsistent with or
violative
2
<PAGE>
of any provision contained in this Section 3. Notwithstanding the foregoing,
nothing in this Section 3 shall require the Stockholder to exercise any options
with respect to the Shares.
4. Grant of Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, the
Board of Directors of the Company, the Stockholder's proxy and attorney-in-
fact (with full power of substitution), for and in the name, place and
stead of the Stockholder, to vote the Stockholder's Shares, or grant a
consent or approval in respect of such Shares as set forth in Section 3
hereof. The Stockholder shall have no claim against such proxy and
attorney-in-fact, for any action taken, decision made or instruction given
by such proxy and attorney-in-fact in accordance with this Stockholder
Agreement.
(b) The Stockholder understands and acknowledges that the Company is
entering into the Merger Agreement in reliance upon such irrevocable proxy.
The Stockholder hereby affirms that the irrevocable proxy set forth in this
Section 4 is given to secure the performance of the duties of the
Stockholder under this Stockholder Agreement. The Stockholder hereby
affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. The Stockholder hereby ratifies and
confirms that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
5. Covenants, Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to, and agrees with, the Company as
follows:
(a) Ownership of Shares. The Stockholder is the sole record and
Beneficial Owner of the number of Shares opposite the Stockholder's name on
the signature page hereof. On the date hereof, the Shares set forth
opposite the Stockholder's name on the signature page hereof constitute all
of the Shares owned of record or Beneficially Owned by the Stockholder or
to which the Stockholder has voting power by proxy, voting agreement,
voting trust or other similar instrument. The Stockholder has sole voting
power and sole power to issue instructions with respect to the matters set
forth in Section 3 hereof, sole power of disposition, sole power of
conversion, sole power to demand appraisal rights and sole power to agree
to all of the matters set forth in this Stockholder Agreement, in each case
with respect to all of the Shares set forth opposite the Stockholder's name
on the signature page hereof, with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws, and the
terms of this Stockholder Agreement.
(b) Authorization. The Stockholder has the legal capacity, power and
authority to enter into and perform all of the Stockholder's obligations
under this Stockholder Agreement. The execution, delivery and performance
of this Stockholder Agreement by the Stockholder will not violate any other
agreement to which the Stockholder is a party including, without
limitation, any voting
3
<PAGE>
agreement, stockholders agreement, voting trust, trust or similar
agreement. This Stockholder Agreement has been duly and validly executed
and delivered by the Stockholder and constitutes a valid and binding
agreement enforceable against the Stockholder in accordance with its terms.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which the Stockholder is a trustee whose consent
is required for the execution and delivery of this Stockholder Agreement or
the consummation by the Stockholder of the transactions contemplated
hereby. If the Stockholder is married and the Stockholder's Shares
constitute community property, this Stockholder Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, the Stockholder's spouse, enforceable against such person is
accordance with its terms.
(c) No Conflicts. (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Stockholder Agreement by the
Stockholder and the consummation by the Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Stockholder Agreement by the Stockholder, the consummation by the
Stockholder of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) conflict with or
result in any breach of the organizational documents of the Stockholder (if
applicable), (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Stockholder is a party or by which the Stockholder or any of its
properties or assets may be bound, or (C) violate any order, writ
injunction, decree, judgment, order, statute, rule or regulation applicable
to the Stockholder or any of its properties or assets.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Sections 3 and 4 hereof, the Stockholder's
Shares at all times during the term hereof will be Beneficially Owned by
the Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(e) No Solicitation. The Stockholder agrees not to take any action
inconsistent with or in violation of Section 6.2 of the Merger Agreement.
(f) Restriction on Transfer, Proxies and Non-Interference. The
Stockholder shall not, directly or indirectly (i) except as contemplated by
the Merger Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to or consent to
the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment
or other disposition of, any or all of the
4
<PAGE>
Stockholder's Shares or any interest therein, (ii) except as contemplated
by this Stockholder Agreement, grant any proxies or powers of attorney,
deposit any Shares into a voting trust or enter into a voting agreement
with respect to the Shares, or (iii) take any action that would make any
representation or warranty of the Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling the Stockholder
from performing the Stockholder's obligations under this Stockholder
Agreement.
(g) Reliance by the Company. The Stockholder understands and
acknowledges that the Company is entering into the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this Stockholder
Agreement.
6. Stop Transfer Legend.
(a) The Stockholder agrees and covenants to the Company that the
Stockholder shall not request that Parent register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing
any of the Stockholder's Shares, unless such transfer is made in compliance
with this Stockholder Agreement.
(b) Without limiting the covenants set forth in paragraph (a) above,
in the event of a stock dividend or distribution, or any change in Shares
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, other than pursuant to the Merger, the term
"Shares" shall be deemed to refer to and include the Shares into which or
for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Stockholder Agreement.
7. Further Assurances. From time to time, at the Company's request
and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Stockholder Agreement.
8. Stockholder Capacity. If the Stockholder is or becomes during
the term hereof a director or an officer of Parent, the Stockholder makes no
agreement or understanding herein in his capacity as such director or officer.
The Stockholder signs solely in his capacity as the record and Beneficial Owner
of the Stockholder's Shares.
5
<PAGE>
9. Termination. Except as otherwise provided herein, the covenants
and agreements contained herein with respect to the Shares shall terminate upon
the earlier of (a) the Termination Date or (b) the Effective Time.
10. Miscellaneous.
(a) Entire Agreement. This Stockholder Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof.
(b) Certain Events. Subject to Section 5(f) hereof, the Stockholder
agrees that this Stockholder Agreement and the obligations hereunder shall
attach to the Stockholder's Shares and shall be binding upon any Person to
which legal or Beneficial Ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation, the
Stockholder's heirs, guardians, administrators or successors.
Notwithstanding any such transfer of Shares, the transferor shall remain
liable for the performance of all obligations under this Stockholder
Agreement.
(c) Assignment. This Stockholder Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the
other party hereto, provided that the Company may assign, in its sole
discretion, its rights and obligations hereunder to any direct or indirect
wholly owned subsidiary of the Company, but no such assignment shall
relieve the Company of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendment and Modification. This Stockholder Agreement may not
be amended, changed, supplemented, waived or otherwise modified or
terminated, except upon the execution and delivery of a written agreement
executed by the parties hereto.
(e) Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and delivered (i) personally, (ii)
via telecopy, (iii) via overnight courier (providing proof of delivery) or
(iv) via registered or certified mail (return receipt requested). Such
notice shall be deemed to be given, dated and received (i) when so
delivered personally, via telecopy upon confirmation, or via overnight
courier upon actual delivery or (ii) two days after the date of mailing, if
mailed by registered or certified mail. Any notice pursuant to this
section shall be delivered as follows:
If to the Stockholder to the address set forth for the Stockholder on
the signature page to this Stockholder Agreement.
6
<PAGE>
If to the Company:
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874
Attn: Chief Executive Officer
(f) Severability. Whenever possible, each provision or portion of any
provision of this Stockholder Agreement will be interpreted in such a
manner as to be effective and valid under applicable law but if any
provision or portion of any provision of this Stockholder Agreement is held
to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision of this Stockholder Agreement in such jurisdiction, and this
Stockholder Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein.
(g) Specific Performance. The parties hereto agree recognize and
acknowledge that a breach by it of any covenants or agreements contained in
this Stockholder Agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the event of any
such breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Stockholder Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the
exercise of any such rights, powers or remedies by any party shall not
preclude the simultaneous or later exercise of any other such right, power
or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Stockholder Agreement or
otherwise available in respect hereof at law or in equity, or to insist
upon compliance by any other party hereto with its obligations hereunder,
and any custom or practice of the parties at variance with the terms
hereof, will not constitute a waiver by such party of its right to exercise
any such or other right, power or remedy or to demand such compliance.
(j) No Third Party Beneficiaries. This Stockholder Agreement is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
7
<PAGE>
(k) Governing Law. This Stockholder Agreement will be governed and
construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof.
(l) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING IN
CONNECTION WITH THIS STOCKHOLDER AGREEMENT.
(m) Description Headings. The description headings used herein are
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Stockholder Agreement.
(n) Counterparts. This Stockholder Agreement may be executed in
counterparts, each of which will be considered one and the same Stockholder
Agreement and will become effective when such counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(o) Recovery of Attorney's Fees. In the event of any litigation
between the parties relating to this Stockholder Agreement, the prevailing
party shall be entitled to recover its reasonable attorney's fees and costs
(including court costs) from the non-prevailing party, provided that if
both parties prevail in part, the reasonable attorney's fees and costs
shall be awarded by the court in such a manner as it deems equitable to
reflect the relative amounts and merits of the parties' claims.
[signature page follows]
8
<PAGE>
IN WITNESS WHEREOF, the Company and the Stockholder have caused this
Stockholder Agreement to be duly executed as of the day and year first above
written.
SPR INC.
By: /s/ Figliulo
-------------------------------
Name:
--------------------------
Title:
-------------------------
STOCKHOLDER Number of shares: 1,239,000
---------
By: /s/ R. Lutterbach
-------------------------------
Name:
--------------------------
STOCKHOLDER'S SPOUSE
By: /s/ E. Lutterbach
-------------------------------
Name:
--------------------------
