<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SPR INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3932665
- --------------------------------------- ---------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2015 Spring Road, Suite 750, Oak Brook, Illinois 60523-1874
- ------------------------------------------------ ---------------------------
(Address of principal executive offices) (zip code)
AMENDED AND RESTATED
SPR INC. COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
AND
SPR INC. EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------
(Full Titles of the Plans)
Robert M. Figliulo
Chairman of the Board and Chief Executive Officer
SPR Inc.
2015 Spring Road
Oak Brook, IL 60523-1874
(630) 990-2040
--------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered(1) Share (2) Price (2) Fee
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 1,544,252 $14.3125 $22,102,107 $6521.00
- ------------------------------------------------------------------------
</TABLE>
(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plans become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on December 29, 1997.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
(1) The registrant's Registration Statement on Form S-1 (Registration No.
333-32735), as amended (the "Registration Statement"), which has heretofore
been filed with the Commission pursuant to the Securities Act of 1933, as
amended (the "Act").
(2) The registrant's 424(b) prospectus relating to the Registration
Statement filed with the Commission pursuant to the Act.
(3) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "1934 Act").
(4) The registrant's quarterly report on Form 10-Q for the fiscal quarter
ended September 30, 1997.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as the "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference into this Registration
Statement or be a part hereof from and after the filing of such Annual Report
on Form 10-K
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be offered are registered under Section 12(g) of the
1934 Act.
-2-
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the registrant by Wildman, Harrold, Allen & Dixon,
Chicago, Illinois. Donald E. Figliulo, a partner of Wildman, Harrold, Allen &
Dixon, is the owner of approximately one percent of the registrant's issued and
outstanding Common Stock, and is the brother of Robert M. Figliulo, the
registrant's Chairman of the Board and Chief Executive Officer, and of David A.
Figliulo, the registrant's Executive Vice President and a Director.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The registrant, being incorporated under the General Corporation Law of
the State of Delaware (the "DGCL"), is empowered by Section 145 of the DGCL,
subject to the procedures and limitations stated therein, to indemnify any
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding to which such
person is made a party or threatened to be made a party by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Section 145 provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
The registrant's Certificate of Incorporation and By-Laws contain
provisions which require the registrant to indemnify its directors and officers
to the fullest extent permitted by the DGCL.
The registrant's Certificate of Incorporation contains a provision which
eliminates, to the fullest extent permitted by Delaware law, the personal
liability of each director of the registrant to the registrant and its
stockholders for monetary damages for certain breaches of fiduciary duty. This
provision does not affect the director's liability for monetary damages for (i)
breaches of the duty of loyalty, (ii) actions or omissions not in good faith or
which involve knowing violations of law or intentional misconduct, (iii)
willful or negligent conduct in approving an unlawful dividend, stock
repurchase or redemption or (iv) for any transaction from which the director
derived any improper personal benefit.
The registrant maintains directors and officers liability insurance
covering all directors and officers of the registrant against claims arising
out of the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-
<PAGE> 4
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
The 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,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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 a post-effective amendment any
of the securities which remain unsold at the termination of the offering;
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section 13(a) or 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference into this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities shall be deemed to be the initial bona fide
offering thereof; and
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the
-4-
<PAGE> 5
Commission such indemnification is against public policy as expressed in
the Act and is thus unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.
**********
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant 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, thereto duly authorized, in the City of Oak Brook, State of
Illinois, on the 22nd day of December, 1997.
SPR INC.
By: /s/ Robert M. Figliulo
-------------------------
Robert M. Figliulo
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of SPR Inc., hereby severally
constitute Robert M. Figliulo and Stephen J. Tober, and each of them singly,
our true and lawful attorneys with full power to them, and each of them singly,
to sign for us in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all amendments (including
post-effective amendments) to said Registration Statement, and generally to do
all such things in our name and behalf in the capacities indicated below to
enable SPR Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 22nd day of December, 1997.
<TABLE>
<S> <C>
SIGNATURE TITLE
- --------- -------
/s/ Robert M. Figliulo Chairman of the Board of Directors and Chief
- ----------------------
Robert M. Figliulo Executive Officer (Principal Executive Officer)
/s/ David A. Figliulo Executive Vice President and Director
- ---------------------
David A. Figliulo
/s/ Stephen J. Tober Executive Vice President--Finance and Business
- --------------------
Stephen J. Tober Development (Principal Financial Officer)
-6-
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
/s/ Stephen T. Gambill Chief Financial Officer (Principal Accounting
- ----------------------
Stephen T. Gambill Officer)
/s/ Michael J. Fletcher Executive Vice President, General
- -----------------------
Michael J. Fletcher Manager--Tulsa and Director
/s/ David P. Yeager Director
- -------------------
David P. Yeager
/s/ Ronald L. Taylor Director
- --------------------
Ronald L. Taylor
/s/ Sydnor W. Thrift, Jr. Director
- -------------------------
Sydnor W. Thrift, Jr.
</TABLE>
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit Number Description
4.1 Certificate of Incorporation (Incorporated by reference to
Exhibit 3.1 to Registrant's Registration Statement on Form
S-1 (File No. 333-32735)).
4.1.1 Certificate of Amendment to Certificate of Incorporation
(Incorporated by reference to Exhibit 3.1.1 to Registrant's
Registration Statement on Form S-1 (File No. 333-32735)).
4.2 By-Laws (Incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1 (File No.
333-32735)).
5.1* Opinion of Wildman, Harrold, Allen & Dixon.
23.1* Consent of Arthur Andersen L.L.P.
23.2* Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit 5.1)
24.1* Power of Attorney (included on signature page).
</TABLE>
* Filed herewith.
-7-
<PAGE> 1
EXHIBIT 5.1
WILDMAN, HARROLD, ALLEN & DIXON
225 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1229
(312) 201-2000
FAX: (312) 201-2555
December 29, 1997
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874
Re: Registration of 1,544,252 Shares of Common Stock,
$.01 par value per share
Ladies and Gentlemen:
We have acted as counsel for SPR Inc., a Delaware corporation (the
"Company"), in connection with the adoption of the SPR Inc. Combined Incentive
and Non-statutory Stock Option Plan and the SPR Inc. Employee Stock Purchase
Plan (collectively, "the Plans"), with respect to which there is being prepared
and filed a Registration Statement on Form S-8 (the "Registration Statement")
for the registration under the Securities Act of 1933, as amended, of 1,544,252
shares of the Company's common stock, par value $.01 per share (the "Shares"),
which may be issued pursuant to the Plans.
We have examined such documents and corporate and other records as we
deemed necessary for the purpose of rendering this opinion, including the
Company's Certificate of Incorporation, the Company's By-laws, the Registration
Statement and records of corporate proceedings. In giving this opinion, we are
assuming the authenticity of all instruments presented to us as originals, the
conformity with originals of instruments presented to us as copies and the
genuineness of all signatures.
Based upon the foregoing, it is our opinion that all legal and corporate
proceedings necessary for the authorization, issuance and delivery of the
Shares under the Plans have been duly taken, and the Shares, upon issuance
pursuant to the terms of the Plans, will be duly authorized, legally and
validly issued, fully paid and nonassessable.
We hereby consent to all references to our firm in the Registration
Statement and in the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Wildman, Harrold, Allen & Dixon
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 23, 1997 (except with respect to the matters discussed in Notes 14 and
15, as to which the date is March 5, 1997 and with respect to the matter
discussed in Note 16, as to which the date is September 26, 1997) included in
SPR Inc.'s Registration Statement on Form S-1, as amended (File No. 333-32735).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 29, 1997
