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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1998
REGISTRATION NO. 333-43451
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SPR INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3932665
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(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)
SPR INC. COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
---------------------------------------------------------------
(Full Titles of the Plan)
Robert M. Figliulo
Chairman of the Board and Chief Executive Officer
SPR Inc.
2015 Spring Road
Oak Brook, IL 60523-1874
(630) 575-6200
--------------
(Name, address and telephone number of agent for service)
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EXPLANATORY NOTE
This Post-effective Amendment No. 1 to Registration No. 333-43451 has
been prepared in accordance with Form S-8 and is intended to be used to register
shares to be issued and sold pursuant to the plan described therein. The Reoffer
Prospectus filed as part of this Post-effective Amendment No. 1 has been
prepared in accordance with Part I of Form S-3 and may be used for reofferings
or resales of common stock previously acquired or to be acquired by the
participants in the plan who are deemed control persons of SPR Inc. (the
"Company").
PART I
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
REOFFER PROSPECTUS PREPARED
IN ACCORDANCE WITH PART I OF FORM S-3
BEGINS ON NEXT PAGE
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REOFFER PROSPECTUS
SPR INC.
365,813 Shares of Common Stock under the
SPR Inc. Combined Incentive and Non-Statutory Stock Option Plan
Certain directors and executive officers of SPR INC., a Delaware
corporation (the "Company"), who may be deemed "affiliates" of the Company as
defined in Rule 405 under the Securities Act of 1933, as amended, may offer and
sell from time to time shares of the Company's common stock, par value $.01 per
share ("Common Stock"), that may be acquired by such persons pursuant to the SPR
Inc. Combined Incentive and Non-Statutory Stock Option Plan. Such offers and
sales will be made pursuant to this Reoffer Prospectus, copies of which have
been filed with the Nasdaq National Market (the "NNM"). Persons offering and
selling shares of Common Stock pursuant to this Reoffer Prospectus are referred
to herein as the "Selling Stockholders."
Shares of Common Stock may be sold from time to time by a Selling
Stockholder directly to purchasers. Alternatively, a Selling Stockholder may
sell shares of Common Stock in one or more transactions (including block
transactions) on the NNM, in transactions occurring in the public market off the
NNM, in separately negotiated transactions or in a combination of such
transactions. Each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices. Shares may be sold by Selling
Stockholders through brokers acting on behalf of such Selling Stockholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from such Selling Stockholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved). In
addition, any shares covered by this Prospectus that qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon any sale of the shares of Common Stock covered by this Prospectus,
the Selling Stockholders and participating brokers or dealers may be deemed to
be underwriters as that term is defined in the Securities Act of 1933, as
amended (the "Act"), and commissions or discounts or any profit realized on the
sale of such shares received by the Selling Stockholders and such brokers or
dealers may be deemed to be underwriting commissions or discounts within the
meaning of the Act.
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions and other selling
expenses incurred by a Selling Stockholder will be borne by such Selling
Stockholder. The Company will not be entitled to any of the proceeds from any
sales of Common Stock by the Selling Stockholders, although the Company will
receive payment upon exercise of any options under which shares of Common Stock
are acquired for cash by a Selling Stockholder.
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The Common Stock is listed for trading on the National Market System of
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "SPRI". On September 24, 1998, the closing price of
the Common Stock as reported by NASDAQ was $22.31 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Reoffer Prospectus is September 28, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
This Prospectus constitutes a part of a Registration Statement on Form
S-8 filed by the Company with the Commission under the Securities Act (together
with all amendments and exhibits thereto, the "Registration Statement"). This
Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the shares of Common Stock.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998;
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 of this Prospectus and
prior to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or de-registering all securities then remaining
unsold, shall be deemed to be incorporated by
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reference into this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
All information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, on the written or oral request of such person,
a copy of any or all documents incorporated by reference into this Prospectus
except the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to SPR Inc., 2015 Spring Road, Oak Brook, Illinois 60523-1874
(telephone number (630) 575-6200), attention: Corporate Secretary.
THE COMPANY
SPR Inc., a Delaware corporation ("SPR" or the "Company") has over 24
years of experience in providing information technology ("IT") services to
clients in a variety of industries, including financial services, healthcare,
insurance, manufacturing, oil and gas, transportation and utilities. The Company
focuses its marketing efforts on Fortune 1000 companies and other large
organizations which have complex IT operations and significant IT budgets. SPR's
objective is to become the leading IT services provider to both new and existing
clients. SPR provides its clients with three levels of consulting support which
are distinguished by the degree of responsibility the Company assumes: strategic
planning, project management and implementation. Within this framework, SPR
currently provides outsourcing services through five service offerings: Software
Moderation, Mass Change, Application Management, Information Delivery and
Software Quality Services in addition to providing General Consulting services.
SPR bills its clients on either a time and materials or a fixed-price basis. The
Company believes that this breadth of service and support fosters long-term
client relationships, promotes cross-selling opportunities and minimizes the
Company's dependence upon any particular service offering or client.
The Company's business was founded in 1973 by Eugene Figliulo as
Systems & Programming Resources, Inc. ("Systems Inc."). During 1994, Systems
Inc. transferred certain assets and liabilities to SPR Chicago, SPR Tulsa, and
SPR Wisconsin, respectively. These entities were organized as S corporations and
owned by the executives primarily responsible for the operations in each of
these locations. SPR Chicago, SPR Tulsa, SPR Wisconsin, Systems Inc. and
DataFlex (an affiliated IT services company in a complementary business) were
merged into the Company upon the Company's formation in October 1996.
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The Company maintains its principal executive offices at 2015 Spring
Road, Oak Brook, Illinois 60523-1874. Its telephone number is (630) 575-6200.
The Company's World Wide Web address is www.sprinc.com. The Company currently
has four branch offices located in Chicago, Tulsa, Milwaukee and Dallas. The
Company has made, and intends to continue to make, significant investments in
its systems infrastructure, recruiting organization, training programs and
marketing initiatives in an effort to sustain growth. SPR intends to leverage
these investments, as well as its operating expertise, by opening additional
branch offices.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
consider carefully the risks associated with investing in the Common Stock,
including the principal risk factors set forth below, as well as other
information set forth in this Prospectus.
NEED TO ATTRACT AND RETAIN QUALIFIED TECHNICAL CONSULTANTS. The
Company's business involves the delivery of professional services and is very
labor-intensive. The Company's success depends in large part upon its ability to
attract, develop, motivate and retain qualified technical consultants,
particularly project managers and other senior technical personnel. Qualified
technical consultants are in great demand and are likely to remain a limited
resource for the foreseeable future. Demand also is likely to increase
substantially as companies increasingly devote more resources to implement time
intensive year 2000 conversions. This demand may enable qualified technical
consultants to command significantly greater compensation than is currently paid
by the Company. There can be no assurance that the Company will be able to
continue to attract and retain a sufficient number of qualified technical
consultants in the future. Historically, the Company has experienced turnover
rates which it believes are consistent with industry norms. The Company's
turnover rate was 30% and 27% for 1996 and 1997, respectively. As competition
for qualified technical consultants increases, there can be no assurance that
the turnover rate experienced by the Company will not increase. The Company's
inability to hire a sufficient number of qualified technical consultants, or a
significant increase in the Company's consultant turnover rate, could have a
material adverse effect on the Company's business, financial condition and
results of operations.
MANAGEMENT OF GROWTH. The Company's rapid revenue and employee growth
has placed, and could continue to place, significant demands upon its management
and other resources. To manage its growth effectively, the Company will be
required to continue to develop and improve its operational, financial and other
internal systems, as well as its business development capabilities. In addition,
the Company's future success will depend in large part upon its ability to
maintain high rates of consultant utilization and maintain the quality of its
services. Moreover, the Company's senior management has limited experience
managing a public company. The Company's inability to manage its growth and
engagements effectively could have a material adverse effect on the Company's
business, financial condition and results of operations. See "-- Need to Attract
and Retain Qualified Technical Consultants."
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RELIANCE ON CENTURY DATE COMPLIANCE ENGAGEMENTS. Market demand for
Century Date Compliance services will likely decrease substantially, and
eventually cease, during and after the year 2000. In addition, the Company's
growth strategy is substantially dependent upon leveraging its Century Date
Compliance expertise to obtain other consulting engagements from its Century
Date Compliance clients. If the Company fails to consistently complete Century
Date Compliance engagements to its clients' satisfaction or to procure
additional consulting engagements from such clients any such failures could have
a material adverse effect on the Company's business, financial condition and
results of operations.
While several software programs have been developed to assist IT
service professionals in making existing systems year 2000-compliant, the
Company is unaware of any fully-automated solution (a "silver bullet") to the
year 2000 problem. There can be no assurance that a silver bullet will not be
developed. Moreover, certain companies may elect to replace their existing
systems with year 2000-compliant hardware and software, rather than incur
substantial cost in making their existing systems year 2000-compliant. The
development of a silver bullet or decisions by a significant number of companies
to replace their existing systems with year 2000-compliant hardware and software
could have a material adverse effect on the Company's business, financial
condition and results of operations.
COMPETITION. The highly competitive market for IT services includes a
large number of competitors and is subject to rapid change. The Company believes
its primary competitors include: "Big Five" accounting firms, systems consulting
and implementation firms, application software firms, service groups of computer
equipment companies, general management consulting firms and programming
companies. Many of these competitors have significantly greater financial,
technical and marketing resources and greater name recognition than the Company.
In addition, the Company competes with its clients' internal IT personnel. Such
competition may impose additional pricing pressures on the Company. There can be
no assurance that the Company can compete successfully with its existing
competitors or with any new competitors.
ENGAGEMENT AND CONTRACT RISKS. Many of the Company's engagements
involve projects that are critical to the operations of its clients' businesses.
The Company's failure or inability to complete engagements to its clients'
satisfaction could have a material adverse effect on its clients' operations and
could consequently subject the Company to litigation or damage the Company's
reputation, which could have a material adverse effect on the Company's
business, financial condition and results of operations.
Substantially all of the Company's contracts are terminable by the
client on relatively short notice, with or without cause and without penalty.
The unexpected termination by a client of a significant contract could have a
material adverse effect on the Company's consultant utilization rate which, in
turn, could have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, the Company currently is
performing services for several of its significant clients pursuant to oral
agreements or written contracts that are no longer in effect. In the event of a
dispute, the
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absence of a written and binding agreement limiting the Company's liability to
the client could have a material adverse effect on the Company's business,
financial condition and results of operations. Some of the Company's contracts
give its clients the right in certain circumstances to hire consultants employed
or retained by the Company, and several clients have, in fact, hired Company
consultants in the past. The loss of a significant number of project managers or
qualified technical consultants at any one time could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company is continuing to provide services to a client which filed a
case under Chapter 11 of the federal Bankruptcy Code in July 1997. As a result,
there can be no assurance the Company will receive full payment for services it
provides to such client. The Company does not believe that the case will have a
material adverse effect on the Company's financial condition or results of
operations; however, the ultimate outcome is uncertain.
VARIABILITY OF QUARTERLY OPERATING RESULTS. The Company's revenues,
gross profit and earnings have fluctuated and, in the future, may fluctuate from
quarter to quarter based on such factors as the number, size and scope of
projects in which the Company is engaged, the contractual terms and degree of
completion of such engagements, any delays incurred in connection with an
engagement, consultant utilization rates, the adequacy of provisions for losses,
the accuracy of estimates of resources required to complete ongoing engagements
and general economic conditions. Unanticipated variations in the number, or
progress toward completion, of the Company's engagements or in consultant
utilization rates may cause significant variations in operating results in any
particular quarter and could result in losses for such quarter. An unanticipated
termination of a major engagement, a client's decision not to proceed to the
stage of the engagement anticipated by the Company or the completion during a
quarter of several major client engagements could leave the Company with
underutilized consultants, which could have a material adverse effect on the
Company's business, financial condition and results of operations.
LIABILITY RISKS ASSOCIATED WITH CENTURY DATE COMPLIANCE ENGAGEMENTS.
With respect to many of its Century Date Compliance engagements, the solutions
implemented by the Company in its clients' systems will not be susceptible to
full scale, system-wide testing until on or about January 1, 2000. Many of the
Company's Century Date Compliance solutions involve its clients'
mission-critical computer systems. The Company performs extensive testing as
part of each Century Date Compliance engagement and offers to provide its
clients, for an additional fee, with more comprehensive quality assurance
testing services; however, there can be no assurance that any such testing will
detect all critical errors that may be resident in its clients' systems.
Although the Company attempts to contractually limit its potential liability for
software defects and system malfunctions, there can be no assurance that the
Company will not be exposed to liability claims from clients relating to Century
Date Compliance solutions developed or implemented by the Company, or the
interaction of such solutions with the clients' other software applications. The
Company maintains professional liability insurance to protect against its
employees' potential errors or omissions; however, there can be no assurance
that any such claims would be covered by the Company's insurance. If the Company
becomes subject to any such claims, it may incur significant, unanticipated
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liabilities and expenses, which could have a material adverse effect on the
Company's business, financial condition and results of operations.
FIXED-PRICE ENGAGEMENTS. The Company principally bills for its services
on a time and materials basis; however, some of the Company's contracts contain
a cap on the amount of fees the Company can charge. The Company occasionally has
entered into fixed-price billing engagements and may in the future enter into
additional engagements on a fixed-price basis. The failure of the Company to
complete a fixed-price engagement within budget would expose the Company to
risks associated with cost overruns, which could have a material adverse effect
on the Company's business, financial condition and results of operations.
CUSTOMER CONCENTRATION. The Company has derived, and believes that it
will continue to derive, a significant portion of its revenues from a limited
number of large clients. In 1996 and 1997, the Company's largest client
accounted for approximately 16% and 12% of its revenues, respectively, and its
ten largest clients accounted for approximately 52% and 50% of its revenues,
respectively. The volume of work performed for specific clients varies from year
to year. There can be no assurance that a large client in one year will continue
to use the Company's services in a subsequent year. Furthermore, the Company
rarely is the exclusive provider of IT consulting services to its clients. The
loss of any large client could have a material adverse effect on the Company's
business, financial condition and results of operations.
RISKS OF BRANCH EXPANSION. The Company anticipates future growth
through branch expansion, which is dependent upon a number of factors,
including, but not limited to: (i) the ability to cultivate additional business
from existing clients and obtain new clients, (ii) the ability to identify and
hire qualified IT consultants within both new and existing markets, and (iii)
the continued hiring and training of corporate personnel to open and staff
additional branch offices. The Company opened its Dallas branch office in
February 1997. There can be no assurance that any branch offices which may be
opened will be profitable. See "-- Need to Attract and Retain Qualified
Technical Consultants."
RISKS RELATED TO POSSIBLE ACQUISITIONS. The Company may expand its
operations through the acquisition of additional businesses. There can be no
assurance that the Company will be able to identify, acquire or profitably
manage additional businesses or successfully integrate any acquired businesses
into the Company without substantial expenses, delays or other operational or
financial problems. Further, acquisitions may involve a number of special risks
or effects, including diversion of management's attention, failure to retain key
personnel, unanticipated events or circumstances, legal liabilities and
amortization of acquired intangible assets and other one-time or ongoing
acquisition related expenses, some or all of which could have a material adverse
effect on the Company's business, financial condition and results of operations.
Client satisfaction or performance problems at an acquired business could have a
material adverse impact on the reputation of the Company as a whole. In
addition, there can be no assurance that acquired businesses, if any, will
achieve anticipated revenues and earnings. The failure of the Company to manage
its acquisition strategy successfully could
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have a material adverse effect on the Company's business, financial condition
and results of operations.
INTELLECTUAL PROPERTY RIGHTS. Software developed by SPR in connection
with a client engagement typically becomes the exclusive property of the client.
The Company holds no patents or registered copyrights and has no present
intention of registering any copyrights or filing any patent applications.
Although the Company believes that its services and the software it develops for
its clients do not infringe upon the intellectual property rights of others and
that it has all rights necessary to utilize the intellectual property employed
in its business, the Company is subject to the risk of litigation alleging
infringement of third-party intellectual property rights. The Company typically
agrees to indemnify its clients against such claims. Any such claims could
require the Company to spend significant sums in litigation, pay damages,
develop non-infringing intellectual property or acquire licenses to the
intellectual property which is the subject of asserted infringement.
The Company relies upon a combination of nondisclosure and other
contractual arrangements and trade secret, copyright and trademark laws to
protect its rights, the rights of third parties from whom the Company licenses
intellectual property and the proprietary rights of its clients. The Company
requires all consultants to sign confidentiality agreements and limits
distribution of proprietary information. There can be no assurance, however,
that the steps taken by the Company will be adequate to deter misappropriation
of proprietary information or that the Company will be able to detect
unauthorized use and take appropriate steps to enforce its intellectual property
rights.
RELIANCE UPON EXECUTIVE OFFICERS AND KEY EMPLOYEES. The success of the
Company is highly dependent upon the efforts and abilities of its executive
officers, particularly Mr. Robert Figliulo, the Company's Chief Executive
Officer. Although all of its executive officers and certain key employees have
entered into employment agreements with the Company which contain
noncompetition, nondisclosure and nonsolicitation covenants, such agreements do
not guarantee that these individuals will continue their employment with the
Company. The loss of the services of any of these executive officers or key
employees for any reason could have a material adverse effect upon the Company's
business, financial condition and results of operations.
CONTROL BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT. Members of the
Figliulo family and executive officers and directors of the Company, in the
aggregate, beneficially own approximately 35% of the outstanding shares of
Common Stock. As a result, such persons collectively are be able to exert
substantial influence over the outcome of matters requiring a stockholder vote,
including the election of directors. Such beneficial ownership of Common Stock
could preclude any unsolicited acquisition of the Company and, consequently,
adversely affect the market price of the Common Stock.
EMPLOYMENT LIABILITY RISKS. The Company generally places its
consultants in the workplaces of other businesses. Risks of such placement
include possible claims of errors and omissions, misuse of client proprietary
information, misappropriation of funds, discrimination
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and harassment, theft of client property, other criminal activity or torts and
other claims. Although historically the Company has not experienced any material
claims of these types, there can be no assurance that the Company will not
experience such claims in the future. To reduce its exposure, the Company
maintains insurance covering general liability, workers' compensation claims and
errors and omissions. There can be no assurance, however, that the Company's
insurance will cover all such claims, or that such insurance coverage will
continue to be available economically in amounts adequate to cover any such
liability or that such coverage will adequately compensate the Company for such
liabilities.
RISKS OF LICENSING CENTURY DATE COMPLIANCE METHODOLOGY. The Company has
entered into a non-exclusive agreement to license its Century Date Compliance
methodology, Renovation2000(SM), and its proprietary software analysis tool,
CodeVu(SM), to an unaffiliated technical services company operating in New York
and other markets where the Company is not currently doing business. The failure
by licensee to adhere strictly to SPR's standards in utilizing the
Renovation2000(SM) methodology or CodeVu(SM) in Century Date Compliance
engagements could subject SPR to litigation and harm SPR's reputation thereby
resulting in a material adverse effect on the Company's business, financial
condition and results of operations.
LIMITED TRADING HISTORY OF COMMON STOCK; PRICE VOLATILITY. The Common
Stock first became publicly traded on October 2, 1997 after the Company's
initial public offering at $10.67 per share. Between October 2, 1997 and
September 24, 1998, the closing sale price has ranged from a low of $9.25 per
share to a high of $24.83 per share. The trading price of the Common Stock could
continue to be subject to wide fluctuations in response to variations in the
Company's quarterly operating results, changes in earnings estimates by
analysts, conditions in the Company's business or general market or economic
conditions. In addition, in recent years, the stock market has experienced
extreme price and volume fluctuations. Such market fluctuations could have a
material adverse effect on the market price for the Common Stock.
ANTI-TAKEOVER PROVISIONS. The Company's Certificate of Incorporation
and By-laws and the Delaware General Corporation Law contain certain provisions
that could have the effect of discouraging or making more difficult the
acquisition of the Company by means of a tender offer, a proxy contest or
otherwise, even though such an acquisition might be economically beneficial to
the Company's stockholders. These include provisions under which: (i) only the
Chairman of the Board or the President may call meetings of stockholders, and
(ii) stockholders must comply with certain advance notice procedures to nominate
candidates for election as directors of the Company and to submit proposals for
consideration at stockholders' meetings. The ability of the Board of Directors
to issue up to 3,000,000 shares of preferred stock, in one or more classes or
series, and with such powers, designations, preferences and relative,
participating, optional or special rights, qualifications, limitations or
restrictions as may be determined by the Board of Directors of the Company, also
could make an acquisition of the Company more difficult. In addition, these
provisions may make the removal of management more difficult, even in cases
where such removal would be favorable to the interests of the Company's
stockholders. See "-- Control by Principal Stockholders."
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SELLING STOCKHOLDERS
The following table sets forth (a) the name and position or positions
with the Company and/or its subsidiaries of each Selling Stockholder; (b) the
number of shares of Common Stock beneficially owned (as such term is defined in
Rule 13d-3 under the Exchange Act) by each Selling Stockholder as of September
22, 1998; (c) the number of shares of Common Stock that each Selling
Stockholder may offer for sale from time to time pursuant to this Prospectus,
whether or not such Selling Stockholder has a present intention to do so; and
(d) the number of shares of Common Stock to be beneficially owned by each
Selling Stockholder following the sale of all shares that may be so offered,
assuming no other change in the beneficial ownership of the Company's Common
Stock by such Selling Stockholder after September 22, 1998. After the
completion of such sales, no Selling Stockholder will own more than one percent
of the Company's outstanding Common Stock. This Reoffer Prospectus may be
amended or supplemented from time to time to add or delete one or more persons
to or from the list of Selling Stockholders.
<TABLE>
<CAPTION>
Name and Principal Shares Shares
Position With Beneficially Shares Offered Beneficially
The Company Owned(1) for Sale (2) Owned After Sale
- --------------------------- ----------------- ---------------- -----------------
<S> <C> <C> <C>
Stephen J. Tober 310,190 309,426 764
Chief Operating Officer
Stephen T. Gambill 21,783 9,398 12,385
Vice President and
Chief Financial Officer
Ronald L. Taylor 23,163 15,663 7,500
Director
Sydnor W. Thrift, Jr. 22,788(3) 15,663 7,125(3)
Director
David P. Yeager 20,163 15,663 4,500
Director
</TABLE>
(1) Includes shares underlying options that are currently exercisable or will
become exercisable within 60 days.
(2) Consists of shares underlying options that are currently exercisable or
will become exercisable within 60 days.
(3) Does not include 750 shares owned by Mr. Thrift's spouse.
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PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Stockholders. Alternatively, the Selling
Stockholders may sell the shares of Common Stock in one or more transactions
(including block transactions) on the NNM, in sales occurring in the public
market off the NNM, in separately negotiated transactions or in a combination of
such transactions. Each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices. Shares may be sold by Selling
Stockholders through brokers acting on behalf of such Selling Stockholders or to
dealers for resale by such dealers; and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from such Selling Stockholders and/or the purchasers of such shares
for whom they may act as broker or agent (which discounts or commissions are not
anticipated to exceed those customary in the types of transactions involved). In
addition, any shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Selling Stockholders and any dealer participating in the
distribution of any shares of Common Stock or any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of Common Stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
All expenses incurred in connection with registration of the shares
under the Securities Act are being borne by the Company, but all brokerage
commissions and other selling expenses incurred by a Selling Stockholder will be
borne by such Selling Stockholder. The Company will not receive any proceeds
from any sales of Common Stock offered by Selling Stockholders pursuant to this
Prospectus, although the Company will receive payment upon the exercise of any
options under which shares of Common Stock are acquired by the Selling
Stockholders for cash.
EXPERTS
The financial statements incorporated in this Reoffer Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 have been audited by ARTHUR ANDERSEN LLP, independent
accountants, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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<PAGE> 15
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE SPR INC.
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE SUCH DATE.
-----------------
TABLE OF CONTENTS
Page
----
Available Information 5
Incorporation of Certain
Documents by Reference 5
The Company 6
Risk Factors 7
Selling Stockholders 13
Plan of Distribution 14
Experts 14
Common Stock
(par value $.01)
--------------
PROSPECTUS
--------------
September 28, 1998
15
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference:
(a) the Company's Annual Report on From 10-K for the year ended
December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998;
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or de-registering all securities then remaining unsold, shall be deemed to
be incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
hereby was 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 less than 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 DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") permits a corporation to indemnify certain persons made a
party to an action, by reason of the fact that such person 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 or enterprise. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter as to which
that person was adjudged liable for negligence or misconduct in the performance
of that
16
<PAGE> 17
person's duty to the corporation unless the Delaware Court of Chancery or the
court in which the action was brought determines that despite the adjudication
of liability that person is fairly and reasonably entitled to indemnity for
proper expenses. To the extent that person has been successful in the defense of
any matter, that person shall be indemnified against expenses actually and
reasonably incurred by him.
Section 102(b)(7) of the DGCL enables a Delaware corporation to include
a provision in its certificate of incorporation limiting a director's liability
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. The Registrant has adopted a provision in its
Certificate of Incorporation that provides for indemnification of its officers
and directors to the full extent permitted under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being make,
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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation form the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b),
if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement.
(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 he undertakings set
forth in paragraphs (i) and (ii) above do not apply if the information
17
<PAGE> 18
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(b) 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.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 Registrant of expenses
incurred or paid by a director or 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 of 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.
18
<PAGE> 19
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
28th day of September, 1998.
SPR INC.
By: /s/ ROBERT M. FIGLIULO
----------------------
Robert M. Figliulo
Chairman of the Board and
Chief Executive Officer
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 27th day of August, 1998.
SIGNATURE TITLE
- --------- -----
*
- ---------------------------- Chairman of the Board of Directors and Chief
Robert M. Figliulo Executive Officer (Principal Executive Officer)
*
- ---------------------------- Executive Vice President and Director
David A. Figliulo
*
- ---------------------------- Chief Operating Officer and Director
Stephen J. Tober (Principal Financial Officer)
*
- ---------------------------- Chief Financial Officer (Principal Accounting
Stephen T. Gambill Officer)
*
- ---------------------------- Director
David P. Yeager
*
- ---------------------------- Director
Ronald L. Taylor
*
- ---------------------------- Director
Sydnor W. Thrift, Jr.
* /s/ ROBERT M. FIGLIULO, as attorney-in-fact
19
<PAGE> 20
EXHIBIT INDEX
-------------
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).
*Previously Filed
**Filed herewith
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post Effective Amendment No. 1 to Form S-8 Registration
Statement of our report dated January 23, 1998 included in SPR Inc.'s
previously filed Form 10-K.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
September 25, 1998
