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As filed with the Securities and Exchange Commission on May 6, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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SPR INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7370 36-3932665
(State or other jurisdiction of (Primary Standard (I.R.S. Employer Identification
incorporation or organization) Industrial No.)
Classification Code
No.)
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2015 SPRING ROAD, SUITE 750, OAK BROOK, ILLINOIS 60523-1874 (630) 990-2040
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT M. FIGLIULO
CHIEF EXECUTIVE OFFICER
SPR INC.
2015 SPRING ROAD, SUITE 750, OAK BROOK, ILLINOIS 60523-1874 (630) 990-2040
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
DONALD E. FIGLIULO WILLIAM M. HOLZMAN
JOHN E. MCGOVERN, JR. HELEN N. KAMINSKI
WILDMAN, HARROLD, ALLEN & DIXON NEAL, GERBER & EISENBERG
225 WEST WACKER DRIVE TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60606-1229 CHICAGO, ILLINOIS 60602
(312) 201-2000 (312) 269-8000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [X] 333-49801
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE PER SHARE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED BE REGISTERED(1) (2) PRICE(2) FEE
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Common Stock, $.01 par
value per share.... 11,500 $28.25 $324,875 $96
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(1) Includes 1,500 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of computing
the amount of the registration fee based upon the average of the high and
low prices of the Common Stock as reported on the Nasdaq National Market on
May 5, 1998.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by SPR Inc. (the "Company") pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended. This
Registration Statement hereby incorporates by reference the contents of the
Company's Registration Statement on Form S-1 (Registration No. 333-49801), filed
on April 9, 1998, relating to the offering of up to 2,530,000 shares of the
Company's common stock, par value $.01 per share, which was declared effective
by the Commission on May 5, 1998.
CERTIFICATION
The Company hereby authorizes the Commission to deduct the $96 registration
fee for the additional shares of common stock being registered hereby from
available unrestricted funds previously deposited by the Company in the
Commission's lockbox at Mellon Bank. In the event such funds are not available
for any reason, the Company hereby certifies to the Commission that the Company
will instruct its bank to wire to the lockbox of the Commission at Mellon Bank,
the registration fee for the additional shares of common stock being registered
hereby as soon as practicable (but in no event later than the close of business
on May 7, 1998); that it will not revoke such instructions; and that it has
sufficient funds in the relevant bank account to cover the amount of the filing
fee.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Chicago, Illinois on May 6, 1998.
SPR INC.
By: /s/ ROBERT M. FIGLIULO
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Robert M. Figliulo
Chief Executive Officer
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature
appears below constitutes and appoints Robert M. Figliulo and Stephen J. Tober,
and each of them singly, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign the Registration Statement
filed herewith and any or all amendments to said Registration Statement
(including Post-Effective Amendments and Registration Statements filed pursuant
to Rule 462(b) under the Securities Act of 1933, and any or all amendments
thereto), and therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been duly signed by the following persons in the
capacities indicated on May 6, 1998.
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SIGNATURE TITLE
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/s/ ROBERT M. FIGLIULO Chief Executive Officer and Chairman of the Board of
- --------------------------------------------- Directors (Principal Executive Officer)
Robert M. Figliulo
/s/ STEPHEN J. TOBER Executive Vice President, Finance and Business
- --------------------------------------------- Administration (Principal Financial Officer)
Stephen J. Tober
/s/ STEPHEN T. GAMBILL Chief Financial Officer (Principal Accounting
- --------------------------------------------- Officer)
Stephen T. Gambill
/s/ MICHAEL J. FLETCHER Director of Professional Development -- Tulsa and
- --------------------------------------------- Director
Michael J. Fletcher
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SIGNATURE TITLE
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<C> <S>
/s/ DAVID A. FIGLIULO Executive Vice President and Director
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David A. Figliulo
/s/ RONALD L. TAYLOR Director
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Ronald L. Taylor
/s/ SYDNOR W. THRIFT, JR. Director
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Sydnor W. Thrift, Jr.
/s/ DAVID P. YEAGER Director
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David P. Yeager
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EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Wildman, Harrold, Allen & Dixon
23.1 Consent of Arthur Anderson LLP, independent public
accountants
23.2 Consent of Wildman, Harrold, Allen & Dixon (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
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EXHIBIT 5.1
May 6, 1998
SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874
Re: Registration of an additional 11,500 shares of
Common Stock $.01 par value per share
Ladies and Gentlemen:
We have acted as counsel to SPR Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-1, filed by the Company with the Securities and Exchange Commission (the
"Commission") on April 9, 1998 (No. 333-49801) (the "Registration Statement").
The Registration Statement relates to the proposed sale of up to 2,530,000
shares of the Company's Common Stock, $.01 par value per share (the "Shares")
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into among the Company, certain selling stockholders and the
underwriters as described in the Registration Statement which was declared
effective at 4:00 p.m. (Eastern Time) May 5, 1998.
The Company is filing an abbreviated Registration Statement pursuant
to Rule 462(b) on May 6, 1998 to register an additional 11,500 Shares for sale
by selling stockholders in connection with the above-described Registration
Statement.
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 abbreviated
Registration Statement pursuant to Rule 462(b) pursuant to which the Shares
are to be registered under the Securities Act of 1933, as amended (the "Act"),
and records of corporate proceedings.
Based upon the foregoing, it is our opinion that upon the execution and
delivery of the Underwriting Agreement by the Company and the selling
stockholders, the additional 11,500 Shares to be offered and sold by
certain selling stockholders of the Company pursuant to the Underwriting
Agreement have been duly authorized and validly issued, and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the abbreviated Registration Statement pursuant to Rule 462(b).
We also consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
Wildman, Harrold, Allen & Dixon
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 23, 1998 (and to all references to our Firm) included in or made
a part of this Registration Statement on Form S-1.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 6, 1998
