<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPR INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 36-3932665
- ------------------------------------------------ ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2015 Spring Road, Suite 750, Oak Brook, Illinois 60521
- ------------------------------------------------ ------------------------------------
(Address of principal executive offices) (zip code)
</TABLE>
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1), please check the following of a concurrent registration statement
box. / / under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's securities to be registered will be
included under "Description of Capital Stock" in a prospectus to be filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Such prospectus shall be deemed to be incorporated by reference into this
Registration Statement on Form 8-A.
ITEM 2. EXHIBITS.
The securities described herein have been approved for listing on the
Nasdaq National Market, and are being registered pursuant to Section 12(g) of
the Act. Accordingly, the following exhibits required in accordance with Part I
to the Instructions as to Exhibits on Form 8-A are being duly filed with the
Commission and The Nasdaq Stock Market, Inc.:
1. Certificate of Incorporation (Incorporated by reference to Exhibit 3.1
to Registrant's Registration Statement on Form S-1 (File No. 333-16421))
2. By-Laws (Incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (File No. 333-16421)).
3. Specimen certificate of the security being registered (Incorporated by
reference to Exhibit 4.1 to Registrant's Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-16421)).
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
February 4, 1997
SPR INC.
By: /s/ STEPHEN T. GAMBILL
-----------------------
Stephen T. Gambill
Chief Financial Officer