<PAGE> 1
As filed with the Securities and Exchange Commission on March 19, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 15, 1999
SPR INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22097 36-3932665
(State or other jurisdiction of (Commission File Number) (I.R.S Employer
incorporation or organization) Identification No.)
2015 Spring Road, Suite 750
Oak Brook, Illinois 60523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(630) 575-6200
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ITEM 5. OTHER EVENTS
On January 11, 1999, SPR Inc. ("SPR" or the "Company") announced that
it signed an Agreement and Plan of Reorganization dated as of January 10, 1999
(the "Merger Agreement") providing for, among other things, the merger of
Metamor Acquisition Sub #19, Inc., a Delaware corporation and a wholly-owned
subsidiary of Metamor Worldwide, Inc., a Delaware corporation ("Metamor") with
and into SPR (the "Merger"). On March 15, 1999, SPR and Metamor issued a joint
announcement that the parties mutually agreed to terminate the Merger Agreement
and to abandon the Merger. The parties agreed, among other things, to (1) the
termination of the Merger Agreement and the related agreements as well as the
termination and abandonment of the Merger; (2) an agreement that no party shall
be obligated or responsible for any costs or expenses paid or incurred by any
other party to the Merger Agreement; (3) an agreement that no party will owe a
break-up fee to any other party to the Merger and (4) an undertaking by each of
Metamor and SPR to use commercially reasonable efforts to complete joint sales
efforts that had been initiated by Metamor and SPR through the date of the
termination of the Merger and an agreement by the parties to explore other
strategic marketing efforts relating to their complimentary service offerings.
The March 15, 1999 joint press release announcing the termination of
the Merger Agreement is attached as Exhibit 10.1 hereto.
Separately, on March 15, 1999, SPR issued a press release concerning
its first quarter, 1999 financial performance, and on March 17, 1999 issued a
press release concerning approval of a stock repurchase program for up to 1.5
million of its approximately 13.8 million outstanding shares of common stock.
Those press releases are attached hereto as Exhibits 10.2 and 10.3,
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Joint Press Release of Metamor and SPR dated March 15, 1999.
10.2 SPR Press Release dated March 15, 1999.
10.3 SPR Press Release dated March 17, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
SPR Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPR INC.
Date: March 19, 1999 By: /s/ STEPHEN T. GAMBILL
-------------------------------
Stephen T. Gambill
Chief Financial Officer
3
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EXHIBIT 10.1
FOR FURTHER INFORMATION:
AT METAMOR WORLDWIDE INC.: AT SPR INC.:
Edward Pierce, CFO Stephen J. Tober, COO
Kyle Leak, Investor Relations Leslie Bedford, Investor Relations
713-548-3400 630.575.6200
AT THE FINANCIAL RELATIONS BOARD:
Marilyn Windsor Janine Warell Darcy Bretz
General Inquiries Analyst Inquiries Media Inquiries
312-640-6692 312-640-6775 312-640-6756
FOR IMMEDIATE RELEASE
MONDAY, MARCH 15, 1999
METAMOR WORLDWIDE AND SPR INC. AGREE TO TERMINATE MERGER
HOUSTON, MARCH 15, 1999--METAMOR WORLDWIDE, INC. (NASDAQ: MMWW), a leading
provider of information technology (IT) services, and SPR INC. (NASDAQ: SPRI)
have announced the termination of their proposed merger. The boards of directors
of the two companies have determined that the transaction is not in the best
interests of their respective stockholders and have entered into a consensual
termination agreement. Under terms of the termination agreement, neither party
will owe a break-up fee to the other.
Metamor's chairman and chief executive officer, Michael T. Willis, stated,
"Based on current operating results and trends seen in our overall business, the
outlook for 1999 remains strong. For fiscal year 1999, on a pro forma basis,
Metamor expects over 70 percent of its earnings before interest, taxes,
depreciation and amortization to be derived from its solutions business." Willis
also stated, "We continue to believe that as part of our long-term strategy,
Metamor should build significant expertise in the mainframe application
maintenance arena and we anticipate SPR playing an important role in developing
this expertise."
SPR's chairman and chief executive officer, Rob Figliulo, added, "Both companies
are disappointed that this merger will not take place, but the unanticipated
impact of recent industry events dictates that we set this deal aside and
explore other ways to work together in the best interests of our respective
shareholders, clients and employees."
Metamor Worldwide, a diversified global IT solutions and services provider,
offers customers project management capabilities for a broad range of technology
solutions including Internet and Web-enabled applications, custom application
development, data warehousing, ERP package implementation, systems integration,
software engineering, application support and training. With IT professionals
and development centers located domestically and abroad, Metamor Worldwide's
flexible delivery of value-added services is
-more-
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METAMOR WORLDWIDE, INC.
ADD -2-
provided through a combination of geographic presence, industry focus and
specialized technology practices.
Founded in 1973 and headquartered in the Chicago area, SPR Inc. provides Fortune
1000 companies with IT services. These services include General Consulting as
well as five outsourcing services: Software Modernization, Mass Change,
Application Management, Information Delivery and Software Quality Services. The
outsourcing services help customers derive maximum value from their existing IT
investments with comprehensive solutions for maintaining, improving and
transitioning legacy systems. SPR has offices in Oak Brook, IL., Dallas,
Milwaukee and Tulsa.
Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements that
involve a number of risks and uncertainties. Although Metamor and SPR have used
their best efforts to be accurate in making those forward-looking statements, it
is possible that the assumptions made by management of the two companies may not
materialize. In addition, the information set forth in Metamor's Form 10-K for
the fiscal year ended December 31, 1997 and Form 10-Q for the quarter ended
September 30, 1998 describes certain additional risks and uncertainties that
could cause actual results to vary materially from the results covered in such
forward-looking statements.
FOR FURTHER INFORMATION REGARDING METAMOR WORLDWIDE, INC. FREE OF CHARGE VIA
FAX, DIAL 1-800-PRO-INFO AND ENTER "MMWW."
METAMOR WORLDWIDE CAN BE REACHED ON THE INTERNET AT WWW.METAMOR.COM.
SPR INC. CAN BE REACHED ON THE INTERNET AT WWW.SPRINC.COM.
-30-
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EXHIBIT 10.2
NEWS RELEASE
ANALYST CONTACT: MEDIA CONTACT:
Stephen J. Tober Leslie Bedford
SPR Inc. SPR Inc.
Chief Operating Officer Director of Special Projects
630.575.6230 630.575.6229
INDUSTRY CONDITIONS, CLIENT PROJECT DELAYS, AND
MERGER TERMINATION AFFECT SPR INC. FIRST QUARTER RESULTS
Oak Brook, Illinois, March 15, 1999 - SPR Inc. (Nasdaq: SPRI) said today that
its first quarter sales and operating results will be significantly below
expectations. The company said this was due to general industry conditions,
delays of major client projects, and its focus on the merger with Metamor
Worldwide, Inc. (Nasdaq: MMWW) that was terminated today.
Revenues for the Oak Brook-based IT services provider will be approximately 30
percent lower than anticipated, according to SPR Inc. Chairman and CEO Rob
Figliulo. The company expects an operating loss in the first quarter because of
the decreased revenue, its continued commitment to temporarily unassigned
employees, and the one-time costs involved with the terminated merger.
"The impact of Y2K spending among our corporate client base, and the
preoccupation of users and end users with testing newly-compliant systems, is
causing them to delay decisions related to the services that SPR provides,"
Figliulo said.
"This short-term reassessment of spending for IT services is affecting all
providers in the industry, but we remain confident in the prospects for our
business.
"The unanticipated impact of recent industry events dictates that we set this
deal with Metamor Worldwide aside and explore other ways to work together in the
best interests of our respective shareholders, clients, and employees.
"We enjoy a healthy balance sheet, we are well-positioned to weather the current
slow-down, and we will continue to leverage our commitment to, and investment
in, our employees and consultants. We expect to increase our share of the IT
outsourcing market as conditions improve in the future."
Founded in 1973 and headquartered in the Chicago area, SPR Inc. provides Fortune
1000 companies with information technology services. These services include
General Consulting as well as five outsourcing services: Software Modernization,
Mass Change, Application Management, Information Delivery,
<PAGE> 2
and Software Quality Services. The outsourcing services help clients derive
maximum value from their existing information technology investment with
comprehensive solutions for maintaining, improving and transitioning legacy
systems. SPR has offices in Oak Brook, IL; Dallas; Milwaukee; and Tulsa.
Statements in this report that are not strictly historical are "forward-looking"
statements, which are subject to risk and uncertainty. Factors which cause
actual results to differ materially include, but are not limited to, business
conditions, competition, the successful management of projects, unexpected
termination of projects, attracting and retaining highly skilled employees and
various other factors which involve risk and uncertainty detailed in the
company's prospectus filed with the Securities and Exchange Commission.
###
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EXHIBIT 10.3
ANALYST CONTACT: MEDIA CONTACT:
Stephen J. Tober Leslie Bedford
SPR Inc. SPR Inc.
Chief Operating Officer 630.575.6229
630.575.6200
SPR INC. ANNOUNCES STOCK REPURCHASE PLAN
Oak Brook, Illinois, March 17, 1999 - SPR Inc. (Nasdaq: SPRI) announced today
that it plans to repurchase up to 1.5 million of its shares of common stock
under a stock repurchase program approved by its Board of Directors on March 16,
1999. SPR currently has approximately 13.8 million shares of common stock
outstanding. Subject to applicable securities laws, purchases will be made in
the open market, through negotiated or block transactions, at such prices and
times as determined by the Company.
"This is a clear indication that we remain confident in the prospects for our
business, despite a temporary delay in IT spending by some of our major
clients," said SPR Inc. Chairman and CEO Rob Figliulo.
Steve Tober, Chief Operating Officer said, "Our healthy balance sheet enables us
to execute this share repurchase program during this period, while we refocus
our business plan on our ability to respond to our clients' long-term IT service
requirements. We plan to deploy our temporarily unassigned consultants in new
business opportunities as quickly as possible, based upon our 26-year history of
success in meeting the changing IT needs of the marketplace."
Founded in 1973 and headquartered in the Chicago area, SPR Inc. provides Fortune
1000 companies with information technology services. These services include
General Consulting as well as five outsourcing services: Software Modernization,
Mass Change, Application Management, Information Delivery, and Software Quality
Services. The outsourcing services help clients derive maximum value from their
existing information technology investment with comprehensive solutions for
maintaining, improving, and transitioning legacy systems. SPR has offices in Oak
Brook, IL; Dallas: Milwaukee; and Tulsa.
Statements in this report that are not strictly historical are "forward-looking"
statements, which are subject to risk and uncertainty. Factors which cause
actual results to differ materially include, but are not limited to, business
conditions, competition, the successful management of projects, unexpected
termination of projects, attracting and retaining highly skilled employees and
various other factors which involve risk and uncertainty detailed in the
company's prospectus filed with the Securities and Exchange Commission.
