<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/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)
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)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c))(1), please registration statement under the
check the following box. / / 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.
Reference is made to the section "Description of Capital Stock" of the
Registrant's Prospectus, constituting a part of the Registration Statement on
Form S-1, Registration No. 333-16421 filed on November 19, 1996, as amended by
Amendment No. 1 filed on January 8, 1997 and Amendment No. 2 filed on February
4, 1997 by the Registrant with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, which is incorporated herein by reference.
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 6, 1997
SPR INC.
By: /s/ STEPHEN T. GAMBILL
-----------------------------
Stephen T. Gambill
Chief Financial Officer