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As filed with the Securities and Exchange Commission on April 20, 1998
Registration No. 333-49801
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1/A
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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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 April 9, 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 April 9, 1998.
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SIGNATURE TITLE
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<C> <S>
/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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<CAPTION>
SIGNATURE TITLE
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<C> <S>
/s/ DAVID A. FIGLIULO Executive Vice President and Director
- ---------------------------------------------
David A. Figliulo
/s/ RONALD L. TAYLOR Director
- ---------------------------------------------
Ronald L. Taylor
/s/ SYDNOR W. THRIFT, JR. Director
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Sydnor W. Thrift, Jr.
/s/ DAVID P. YEAGER Director
- ---------------------------------------------
David P. Yeager
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement.*
2.1 Agreement of Merger dated October 30, 1996 between the
Registrant and SPR Chicago Inc.(1)
2.2 Agreement of Merger dated October 31, 1996 among the
Registrant, Consulting Acquisition, Inc. and Systems and
Programming Resources, Inc.(1)
2.3 Agreement of Merger dated October 31, 1996 between the
Registrant and Systems and Programming Resources of Tulsa,
Inc.(1)
2.4 Agreement of Merger dated October 31, 1996 between the
Registrant and SPR-Wisconsin, Inc.(1)
3.1 Certificate of Incorporation of the Registrant.(1)
3.1.1 Certificate of Amendment of Certificate of Incorporation.(1)
3.2 By-laws of the Registrant.(1)
4.1 Description of specimen stock certificate representing
Common Stock.(1)
5.1 Opinion of Wildman, Harrold, Allen & Dixon.*
10.1.1 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Robert M. Figliulo.(1)
10.1.2 Management Employment Agreement dated as of June 2, 1997
between the Registrant and David A. Figliulo.(1)
10.1.3 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen J. Tober.(1)
10.1.4 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen T. Gambill.(1)
10.1.5 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Michael J. Fletcher.(1)
10.4 Amended and Restated Combined Incentive and Non-statutory
Stock Option Plan.(1)
10.5 Revised form of Employee Stock Purchase Plan.(1)
10.6 Lease for 2015 Spring Road, Oak Brook, Illinois.(1)
10.7 Lease for 400 Mid-Continent Tower, Tulsa, Oklahoma.(1)
10.7.1 Third Amendment to Lease for 400 Mid-Continent Tower, Tulsa,
Oklahoma.(1)
10.8 Lease for 100 East Wisconsin Avenue, Milwaukee,
Wisconsin.(1)
10.9 Sublease for 815 Commerce Drive, Oak Brook, Illinois.(1)
10.11 Form of Tax Indemnity Agreement.(1)
10.12 Fourth Amendment to Lease for 400 Mid-Continental Tower,
Tulsa, Oklahoma(2)
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Wildman, Harrold, Allen & Dixon (contained in its
opinion filed as Exhibit 5.1 hereto).*
24.1 Powers of Attorney (included on the signature page hereto).
27.1 Financial Data Schedule.*
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(1) Incorporated by reference to SPR Inc.'s Registration Statement on Form S-1
(No. 333-32735), which was declared effective by the Securities Exchange
Commission on October 1, 1997.
(2) Incorporated by reference to SPR Inc.'s Form 10-K for the year ending
December 31, 1997.
* Previously filed
