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As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEAPNET, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4079500
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
420 West Huron Street, Chicago, Illinois 60610, (312) 528-2400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
SPR Inc. Amended and Restated Combined Incentive and
Non-Statutory Stock Option Plan
SPR Inc. 1999 Combined Incentive and Non-Statutory Stock Option Plan
(Full titles of Plan)
Robert M. Figliulo
Vice Chairman and Chief Executive Officer
Leapnet, Inc.
420 West Huron Street, Chicago, Illinois 60610, (312) 528-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
John R. Hempill
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY 10104
212-468-8000
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
====================================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of registration fee
to be registered registered(1) offering price(2) offering price(2)
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Common Stock 1,711,889 shares $5.59 $9,569,459.50 $2,530
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The price of $5.59 per share represents the
average exercise price of the 1,711,889 shares of Common Stock subject to
options under the Option Plans.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register 1,711,889 shares
of Common Stock of Leapnet, Inc., a Delaware corporation (the "Company"),
issuable to eligible employees, directors, consultants and advisors under
certain employee benefit plans, assumed by the Company upon the merger of the
Company's wholly owned subsidiary, Brassie Corporation, a Delaware corporation,
with and into SPR Inc., a Delaware corporation. The plans were previously
obligations of SPR Inc. and its subsidiaries.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Part I of Form S-8 is currently included in
documents sent or given to participants in the plans specified on the cover page
of this Registration Statement, pursuant to Rule 428(b) (1) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the Securities
and Exchange (the "Commission") Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and are incorporated in this Registration
Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 2000.
3. The Company's two current reports on Form 8-K each dated as of
June 12, 2000 and each filed with the Commission on June 12, 2000.
4. The Company's Proxy Statement on Schedule 14A dated June 9, 2000 and
filed with the Commission on June 13, 2000, together with all supplemental
material filed thereto.
5. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 4, 1996 pursuant to Section
12 of the Exchange Act and all amendments thereto and reports filed for the
purpose of updating such description.
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In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment indicating that all securities
offered pursuant to this Registration Statement have been sold or deregistering
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Limitation of Liability and Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains provisions permitted by Section
102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify directors and/or officers in an action or
suit by or
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in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.
The Company's Certificate of Incorporation provides indemnification of
directors and officers of the Company to the fullest extent permitted by the
DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 Opinion of Morrison & Foerster LLP as to legality of the shares of
Common Stock being offered under the Plans.
23.1 Consent of Independent Auditors, Arthur Andersen LLP.
23.2 Consent of Morrison & Foerster LLP (included in their opinion filed
as Exhibit 5 herein).
24 Power of Attorney (included on the signature page of this Registration
Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a) (3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table herein; and
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement.
Provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commissioner by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on this 11th day of July, 2000.
LEAPNET, INC.
By: /s/ Robert M. Figliulo
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Robert M. Figliulo
Vice Chairman, Chief Executive Officer and
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Frederick A. Smith and Robert M. Figliulo, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, to sign on his
behalf, individually and in each capacity stated below, all amendments and post-
effective amendments to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto and any other documents in connection therewith,
with the Securities and Exchange Commission under the Securities Act, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as each might or
could do in person, hereby ratifying and confirming each act that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities indicated
on July 11, 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ Frederick A. Smith Chairman of the Board and Director
-------------------------------------
Frederick A. Smith
/s/ Robert M. Figliulo Vice Chairman of the Board, Chief Executive
------------------------------------- Officer and Director
Robert M. Figliulo (Principal Executive Officer)
/s/ Stephen J. Tober President, Chief Operating Officer and Director
-------------------------------------
Stephen J. Tober
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/s/ Scott Barnum Director
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Scott Barnum
/s/ Charles F. Moran Director
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Charles F. Moran
/s/ Peter Poli Director
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Peter Poli
/s/ Charles J. Ruder Director
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Charles J. Ruder
/s/ Thomas R. Sharbaugh Director
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Thomas R. Sharbaugh
/s/ Stephen T. Gambill Chief Financial Officer
---------------------------- (Financial and Accounting Officer)
Stephen T. Gambill
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INDEX TO EXHIBITS
5 Opinion of Morrison & Foerster LLP as to legality of the shares of
Common Stock being offered under the Plans.
23.1 Consent of Independent Auditors, Arthur Andersen LLP.
23.2 Consent of Morrison & Foerster LLP (included in their opinion filed as
Exhibit 5 herein).
24 Power of Attorney (included on the signature page of this Registration
Statement).
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