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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 27, 2000
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LEAPNET, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-20835 36-4079500
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
22 WEST HUBBARD STREET, CHICAGO, ILLINOIS 60610
(Address of principal executive offices) (Zip Code)
(312)494-0300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 27, 2000, Leapnet, Inc. (the "Company") entered into an
Agreement and Plan of Merger with SPR Inc. and Brassie Corporation, a merger
subsidiary of the Company. The transaction will be structured as a "merger of
equals" and is intended for tax purposes to qualify as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The merger is subject to regulatory and shareholder approval. Each share of SPR
Inc.'s common stock, par value $.01, will be exchanged for 1.085 shares of the
Company's common stock, par value $.01. A copy of the press release announcing
the merger is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release issued January 28, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEAPNET, INC.,
a Delaware corporation
Date: January 28, 2000 By: /s/Fredrick A. Smith
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Name: Fredrick A. Smith
Title: Chairman and Chief Executive Officer
645405.01
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FOR: SPR Inc. FOR: Leapnet, Inc.
Steve Tober Beth Pastor
Chief Operating Officer VP of Corporate Communications
(630) 575-6230 (312) 475-1254
[email protected] [email protected]
FOR IMMEDIATE RELEASE
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CONTACT: Investor Relations:
Cheryl Schneider/Hulus Alpay
Press: Michael McMullan/David Nugent
Morgen-Walke Associates
212-850-5600
LEAPNET, INC. AGREES TO ACQUIRE SPR INC.
- --Acquisition Creates End-To-End E-Commerce Solutions Provider With More Than
$80 Million In Revenues--
Chicago, IL, January 28, 2000--Leapnet, Inc., (Nasdaq: LEAP), a company
that develops creative and technology solutions for the wired world, today
announced it has executed a definitive agreement to acquire SPR Inc., (Nasdaq:
SPRI), a company that provides IT consulting and project based services focused
on maximizing the value of existing systems, pending shareholder approval.
The new company, named Leapnet, Inc., will be a premier, end-to-end,
customer-focused, e-solutions provider helping clients offer consumers direct
access to the power of large existing systems from desktop computers. Combined
revenues of the new company are expected to be approximately $80 million for
2000.
The acquisition will take place as a merger pursuant to a definitive merger
agreement executed by Leapnet and SPR. The Board of Directors of each company
has approved the merger and recommended that their shareholders vote in favor of
the merger. Pursuant to this merger of equals, each share of SPR stock will be
converted into 1.085 shares of Leapnet stock. The merger will be effected on a
tax-free basis to shareholders. When complete, Leapnet's shareholders will own a
majority of the new company. Shareholders owning approximately 32% of Leapnet's
outstanding shares have given their proxy to SPR's board to vote in favor of the
merger and shareholders owning approximately 30% of SPR's outstanding shares
have given their proxy to Leapnet's board to vote in favor of the merger. The
stock will continue to trade under the symbol LEAP on The Nasdaq Stock Market.
The new company will also adopt SPR's fiscal year, which is a calendar year.
Leapnet's current fiscal year ends January 31, 2000.
--more--
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LEAPNET, INC. ACQUIRES SPR INC.
Frederick A. Smith, Chairman and Chief Executive Officer of Leapnet,
stated, "With this acquisition, we greatly enhance our ability to offer clients
end-to-end, customer-focused, e-commerce solutions. While we have grown Internet
revenues at Leapnet significantly this year organically, we wanted to find a
company that could further fuel our growth as we attempt to meet customer
demand. SPR is the perfect fit for our needs, given their 26-year heritage,
marquee client list and strong consultant training culture. It is management's
goal to continue to drive aggressive growth within the e-business segment."
Mr. Smith further stated, "The synergies between the front-end Internet
development expertise at Quantum Leap, the e-business consulting and systems
integration expertise at Eagle Technology Partners, the globalization
capabilities of YAR, and the back-end mainframe consulting capabilities at SPR
will give us a range of capabilities that we believe are unmatched by any other
company in the industry. SPR, through its existing workforce and proven training
methodology, will provide Leapnet with the bench strength to allow us to meet
customer demands. They have a proven record in scalability, which will be a
critical component of our growth plan."
The executive management team for the combined company, will consist of
Frederick A. Smith. Chairman of the Board, currently Chairman and Chief
Executive Officer of Leapnet: Robert M. Figliulo, Vice Chairman and Chief
Executive Officer, who currently serves as Chairman and Chief Executive Officer
of SPR; and Stephen J. Tober, President and Chief Operating Officer, who
currently serves as Chief Operating Officer of SPR.
Robert M. Figliulo, Chairman and CEO of SPR Inc., stated, "We are extremely
pleased to be joining forces with Leapnet and expect the combination of the two
companies to be a powerful one. This new company will be at the forefront of the
paradigm shift occurring as our customer's demand the integration of creative,
strategy, globalization and technology expertise applied to e-business
solutions. Quantum Leap, Eagle and SPR together will be uniquely qualified to
meet the challenges of e-business, which involves leveraging technology in a way
that meets the business needs of our clients."
Stephen J. Tober, SPR Chief Operating Officer, stated, "SPR is staffed with
more than 300 full-time consultants prepared to address significant IT-related
corporate initiatives. SPR is skilled in the maintenance of large existing
systems and has already begun transforming more than 20% of its workforce to the
Web implementation sector. Moving forward, we expect SPR to continue its
traditional business lines, enhance the capabilities of Eagle Technology
Partners, Quantum Leap Communications and
-- more --
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PAGE: 3
LEAPNET, INC. ACQUIRES SPR INC.
YAR Communications and begin to leverage new Internet-based e-commerce
capabilities, initially in terms of BroadVision implementation. Given that both
Leapnet and SPR are headquartered in Chicago, and are organically grown, we
expect the integration process to be less challenging."
Mr. Smith continued, "The acquisition of SPR will facilitate rapid growth
for Leapnet, well beyond what both companies can accomplish separately,
organically. The combination of skills at our companies will position us to
generate increased revenues at Quantum Leap, Eagle Technology Partners and SPR,
and with a goal of profitability for 2000. The critical mass and bench strength
we will achieve through SPR's recruiting and training culture, and the increased
Internet capabilities we will be prepared to offer clients are essential
components of our future growth as we prepare for the continued explosive
expansion of e-commerce."
SPR Inc. ("SPR") is a 26-year old IT services firm specializing in helping
Fortune 1000 companies increase the value of their existing systems. SPR's
services are project based and focus on assisting companies manage IT
infrastructure, develop and maintain applications, and integrate systems and
information. SPR's philosophy is to utilize existing systems whenever possible
in order to provide cost-effective, faster time-to-market and lower business
risk solutions. SPR has offices in Oak Brook, Ill., Dallas, Milwaukee and Tulsa.
More information on SPR can be found at http://www.sprinc.com.
Leapnet, Inc. (NASDAQ: LEAP), develops creative and technology solutions
for the wired world by combining expertise in Internet advertising and
development, global marketing communications and traditional brand advertising.
Its subsidiaries are Quantum Leap Communications, Eagle Technology Partners, The
Leap Partnership and YAR Communications. Headquartered in Chicago, the Company
has offices in New York, Los Angeles and San Francisco. Leapnet clients include
American Airlines, Anheuser-Busch, EDS, Ernest & Young, Microsoft, Morningstar,
SAM's Club, Starwood Hotels & Resorts, Unisys, The University of Chicago
Graduate School of Business, Wal-Mart Stores and Western Union. More information
on Leapnet can be found at http://www.leapnet.com.
This press release contains forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. A number of important factors could cause the Company's actual
results, performance or achievements for fiscal 2000 and beyond to differ
materially from that expressed in such forward-looking statements. These factors
are set forth in the Company's filings with the Securities and Exchange
Commission and include, without limitation material changes in economic
conditions in the markets served by the Company's clients, competition in the
Company's industry, uncertainties relating to the development market for new
media, changing technologies, seasonality and the Company's dependence on key
clients and projects and key personnel. Loss of a key client or a significant
reduction in business from a key client could have a significant adverse effect
on the Company's business and results of operations.
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