Filed by SPR Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SPR Inc.
Commission File No. 000-22097
SPR Inc., a Delaware corporation ("SPR"), and Leapnet, Inc., a Delaware
corporation ("Leapnet"), will be filing a joint proxy statement/prospectus and
other relevant documents concerning the business combination transaction
referenced below with the United States Securities and Exchange Commission (the
"SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPR, LEAPNET, THE PERSONS
SOLICITING PROXIES RELATING TO THE BUSINESS COMBINATION TRANSACTION REFERENCED
BELOW, THEIR INTERESTS IN THE TRANSACTION AND RELATED MATTERS. Investors may
obtain free copies of the documents (when available) free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by SPR will be
available free of charge from the Secretary of SPR at 2015 Spring Road, Suite
750, Oak Brook, IL 60523, Telephone: (630) 575-6200. Documents filed with the
SEC by Leapnet will be available free of charge from the Secretary of Leapnet,
420 West Huron Street, Chicago, IL 60610, Telephone: (312) 494-0300. READ THE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE BUSINESS COMBINATION TRANSACTION REFERENCED BELOW.
# # # # #
PRESS RELEASE
On January 28, 2000, SPR and Leapnet jointly issued the following press
release:
FOR: SPR Inc. FOR: Leapnet, Inc.
Steve Tober Beth Pastor
Chief Operating Officer VP of Corporate Communications
(630) 575-6230 (312) 475-1254
stober@sprine.com pastor@leapnet.com
FOR IMMEDIATE RELEASE
- ---------------------
CONTACT: Investor Relations:
Cheryl Schneider/Hulus Alpay
Press: Michael McMullan/David Nugent
Morgen-Walke Associates
212-850-5600
LEAPNET, INC. AGREES TO ACQUIRE SPR INC.
- --Acquisition Creates End-To-End E-Commerce Solutions Provider With More Than
$80 Million In Revenues--
Chicago, IL, January 28, 2000--Leapnet, Inc., (Nasdaq: LEAP), a company
that develops creative and technology solutions for the wired world, today
announced it has executed a definitive agreement to acquire SPR Inc., (Nasdaq:
SPRI), a company that provides IT consulting and project based services focused
on maximizing the value of existing systems, pending shareholder approval.
The new company, named Leapnet, Inc., will be a premier, end-to-end,
customer-focused, e-solutions provider helping clients offer consumers direct
access to the power of large existing systems from desktop computers. Combined
revenues of the new company are expected to be approximately $80 million for
2000.
The acquisition will take place as a merger pursuant to a definitive merger
agreement executed by Leapnet and SPR. The Board of Directors of each company
has approved the merger and recommended that their shareholders vote in favor of
the merger. Pursuant to this merger of equals, each share of SPR stock will be
converted into 1.085 shares of Leapnet stock. The merger will be effected on a
tax-free basis to shareholders. When complete, Leapnet's shareholders will own a
majority of the new company. Shareholders owning approximately 32% of Leapnet's
outstanding shares have given their proxy to SPR's board to vote in favor of the
merger and shareholders owning approximately 30% of SPR's outstanding shares
have given their proxy to Leapnet's board to vote in favor of the merger. The
stock will continue to trade under the symbol LEAP on The Nasdaq Stock Market.
The new company will also adopt SPR's fiscal year, which is a calendar year.
Leapnet's current fiscal year ends January 31, 2000.
Frederick A. Smith, Chairman and Chief Executive Officer of Leapnet,
stated, "With this acquisition, we greatly enhance our ability to offer clients
end-to-end, customer-focused, e-commerce solutions. While we have grown Internet
revenues at Leapnet significantly this year organically, we wanted to find a
company that could further fuel our growth as we attempt to meet customer
demand. SPR is the perfect fit for our needs, given their 26-year heritage,
marquee client list and strong consultant training culture. It is management's
goal to continue to drive aggressive growth within the e-business segment."
Mr. Smith further stated, "The synergies between the front-end Internet
development expertise at Quantum Leap, the e-business consulting and systems
integration expertise at Eagle Technology Partners, the globalization
capabilities of YAR, and the back-end mainframe consulting capabilities at SPR
will give us a range of capabilities that we believe are unmatched by any other
company in the industry. SPR, through its existing workforce and proven training
methodology, will provide Leapnet with the bench strength to allow us to meet
customer demands. They have a proven record in scalability, which will be a
critical component of our growth plan."
The executive management team for the combined company, will consist of
Frederick A. Smith. Chairman of the Board, currently Chairman and Chief
Executive Officer of Leapnet: Robert M. Figliulo, Vice Chairman and Chief
Executive Officer, who currently serves as Chairman and Chief Executive Officer
of SPR; and Stephen J. Tober, President and Chief Operating Officer, who
currently serves as Chief Operating Officer of SPR.
Robert M. Figliulo, Chairman and CEO of SPR Inc., stated, "We are extremely
pleased to be joining forces with Leapnet and expect the combination of the two
companies to be a powerful one. This new company will be at the forefront of the
paradigm shift occurring as our customer's demand the integration of creative,
strategy, globalization and technology expertise applied to e-business
solutions. Quantum Leap, Eagle and SPR together will be uniquely qualified to
meet the challenges of e-business, which involves leveraging technology in a way
that meets the business needs of our clients."
Stephen J. Tober, SPR Chief Operating Officer, stated, "SPR is staffed with
more than 300 full-time consultants prepared to address significant IT-related
corporate initiatives. SPR is skilled in the maintenance of large existing
systems and has already begun transforming more than 20% of its workforce to the
Web implementation sector. Moving forward, we expect SPR to continue its
traditional business lines, enhance the capabilities of Eagle Technology
Partners, Quantum Leap Communications and YAR Communications and begin to
leverage new Internet-based e-commerce capabilities, initially in terms of
BroadVision implementation. Given that both Leapnet and SPR are headquartered in
Chicago, and are organically grown, we expect the integration process to be less
challenging."
Mr. Smith continued, "The acquisition of SPR will facilitate rapid growth
for Leapnet, well beyond what both companies can accomplish separately,
organically. The combination of skills at our companies will position us to
generate increased revenues at Quantum Leap, Eagle Technology Partners and SPR,
and with a goal of profitability for 2000. The critical mass and bench strength
we will achieve through SPR's recruiting and training culture, and the increased
Internet capabilities we will be prepared to offer clients are essential
components of our future growth as we prepare for the continued explosive
expansion of e-commerce."
SPR Inc. ("SPR") is a 26-year old IT services firm specializing in helping
Fortune 1000 companies increase the value of their existing systems. SPR's
services are project based and focus on assisting companies manage IT
infrastructure, develop and maintain applications, and integrate systems and
information. SPR's philosophy is to utilize existing systems whenever possible
in order to provide cost-effective, faster time-to-market and lower business
risk solutions. SPR has offices in Oak Brook, Ill., Dallas, Milwaukee and Tulsa.
More information on SPR can be found at http://www.sprinc.com.
Leapnet, Inc. (NASDAQ: LEAP), develops creative and technology solutions
for the wired world by combining expertise in Internet advertising and
development, global marketing communications and traditional brand advertising.
Its subsidiaries are Quantum Leap Communications, Eagle Technology Partners, The
Leap Partnership and YAR Communications. Headquartered in Chicago, the Company
has offices in New York, Los Angeles and San Francisco. Leapnet clients include
American Airlines, Anheuser-Busch, EDS, Ernest & Young, Microsoft, Morningstar,
SAM's Club, Starwood Hotels & Resorts, Unisys, The University of Chicago
Graduate School of Business, Wal-Mart Stores and Western Union. More information
on Leapnet can be found at http://www.leapnet.com.
This press release contains forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. A number of important factors could cause the Company's actual
results, performance or achievements for fiscal 2000 and beyond to differ
materially from that expressed in such forward-looking statements. These factors
are set forth in the Company's filings with the Securities and Exchange
Commission and include, without limitation material changes in economic
conditions in the markets served by the Company's clients, competition in the
Company's industry, uncertainties relating to the development market for new
media, changing technologies, seasonality and the Company's dependence on key
clients and projects and key personnel. Loss of a key client or a significant
reduction in business from a key client could have a significant adverse effect
on the Company's business and results of operations.
# # # # #
LETTER TO EMPLOYEES
[SPR LOGO]
TEL 630.575.6200
FAX 630.575.6262
WEB www.sprinc.com
January 28, 2000
Dear SPR Employees:
I am pleased to share with you today's announcement that SPR is entering into a
merger agreement with Leapnet, Inc., a Chicago-based company that develops
creative and technology solutions for the wired world. Leapnet combines
expertise in the Internet development and communications, global marketing
communications, e-business consulting and systems integration, and traditional
advertising.
Our merger with Leapnet will make us a premier and uniquely positioned eBusiness
solutions company that offers customers one-stop shopping for eBusiness
integration. By combining Leapnet's creative strength in front-end web design
with SPR's proven expertise in back-end large systems integration, we will be at
the forefront of providing our customers the total eBusiness solution.
Together, the combined company will have 700 employees and will be profitable
while generating over $80 million in revenue. In addition to our current
locations, we'll have offices in New York and San Francisco.
While there will be tremendous synergies created by the merger, there will be
little overlap in our areas of expertise, management, and administration.
Leapnet and SPR each bring to the table strengths that complement each other.
Attached is a copy of today's press release and a Q & A document to give you
more insight into the dynamic step SPR is taking. Additionally, I encourage you
to learn more about Leapnet and its four businesses by visiting their web site
at www.leapnet.com. Within the next month, senior executives from SPR and
Leapnet will visit each branch to meet you personally and address your
questions.
After 10:00 am today, I invite you to call 800-696-1558 (conf. ID 656860) to
listen to brief personal comments on the merger from Steve Tober and me. This
message will be available for replay through 5pm on February 7.
If, after reading these materials and listening to the call, you have any
questions or comments, please feel free to contact me (rfigliulo@sprinc.com),
your manager, or email merger@sprinc.com. A member of the executive team will
respond to questions sent to this email box, and, as needed, additional Q&As
will be distributed. All merger communication materials will be saved in the
Merger News page in SPRInet.
I truly believe this merger is not only the best thing for the company, our
shareholders, and our customers, but for you: this merger will result in more
varied assignments and marketable training and skillset development
opportunities for our consultants, new and exciting challenges and greater
responsibility for our administrative staff, and more opportunities for our
sales executives.
I look forward to your support, energy, and enthusiasm as we enter this new
business model that will ensure greater success and growth both individually and
collectively.
Sincerely,
/S/ Rob Figliulo
Rob Figliulo
Chairman and CEO
# # # # #
Voice Message Transcript
SPR, INC., #656860
January 28, 2000, 9:00 a.m., CST
Moderator: Rob Figliulo
Operator Thank you for joining the conference call with Rob Figliulo,
Chairman and CEO, and Steve Tober, COO. Please go ahead, sirs.
R. Figliulo Good morning. Thank you, Nicole. What I wanted to do today was
to make sure that we had a conference call with our employees to
talk about the exciting news we announced this morning, that
crossed the newswires about 7:30 this morning, a merger
agreement that we entered into yesterday with a company named
Leapnet, Inc. Leapnet is a company that is headquartered out of
Chicago, it's a merger of equals and you'll hear it commonly
referred to as either a merger or even an acquisition. One of
the reasons you'll hear it in terms of an acquisition is because
we want to make sure that people identify us in the true
capacity and the intention of this merger which should be SPR
has now become part of the e-business space.
We have an awful lot to talk about in that and I'll start out by
saying that our objective here was to accelerate our plans we've
had all along and throughout 1999 that we've discussed with many
of you and that is to take advantage of this high growth in the
e-business sector and the IT world, a world that we'll be
spending about 10% of corporate revenues in IT, half of which
will be spent in e-business. It's an extraordinarily high growth
area, but as we all know it's not just a bunch of websites, it's
got an awful lot of implications all the way through to the
mainframe, large scale mainframe databases. And in between the
website and in between the large mainframe databases is the
whole world of Enterprise application integration and that was a
key focus for SPR, and has been and will continue to be a key
focus for our group as we become a part of the Leapnet group.
There are other exciting divisions within Leapnet that will help
us accelerate that move. One of them is a group called Eagle
Technologies. Right now it's uncertain as to what all these
names will shake out to be, but that's likely to become
something like Leap Consulting. But down the road they'll be
able to do some of the high level business, strategic kind of
consulting that will be the front runner of the kinds of work
that we have historically done with large scale EAI kinds of
projects.
The move is to really stimulate the demand that we just
mentioned is out there for e-business into a supply that SPR
has. We're supply rich with technology people and they are
supply poor because it's typical of e-business kinds of
companies, but they have a terrific demand, a demand that we're
happy to access. In fact, a demand that we're able to increase
by virtue of getting the Leapnet kinds of services, web
development and business, strategic and creative development,
giving them an entree into our established client base which
we've had for 27 years now.
So we're very excited about it from a standpoint that it matches
up our supply with their demand. We're excited about it being
true to our principles, the mainframe and the large scale
complex systems that people invested in will be something that
they can reinvest in and build upon. It will allow us many
opportunities for our employees to go forward. It allows a lot
more recruiting opportunities so that we can build in our
companies and some places rebuild. It will give us some
geographic expansion immediately into places like New York and
San Francisco where Leapnet has offices and business already
under way. So it gives us an awful lot of growth opportunity
which is, after all the best thing for enhancing shareholder
value, the best thing for delivering to our customers and the
best thing for our employees.
Steve Tober is also with me. I'd like Steve to give you some
general comments, but those are my general comments that come to
mind right away.
S. Tober Thank you, Rob. I just want to echo some of Rob's sentiment and
excitement regarding the merger. We are thrilled by the
prospects of becoming part of the Leapnet family going forward
and let me just spend a few minutes with you talking about some
of the dynamics of the merger.
As Rob mentioned, we're talking about two Chicago based
companies. Leapnet is headquartered downtown in Chicago,
obviously you know we're headquartered out here in the western
suburbs in Oakbrook, but nonetheless we're both in Chicago. Both
companies have been grown organically and that means that we're
not talking about two companies that have been financial roll
ups that have grown through acquisition and trying to meld and
blend a multitude of cultures and personalities.
As Rob also mentioned about the geographic expansion, there's
limited overlap. We have four key branch offices for us, as you
know, in Chicago, Milwaukee, Tulsa and Dallas/Fort Worth. We
also now will pick up offices in New York and San Francisco.
What does all this mean? I think it means that the integration
risk with respect to this merger will be less challenging.
Needless to say there are always integration risks, but I think
they'll be less challenging given the fact of some of the
concepts I just mentioned.
More importantly, I would like to talk about what's in it for
me, so to speak, from your perspective. What's in it for the
consultants and our employees? I think, as Rob said, this
rapidly allows us to move into to e-business arena. It allows us
to accelerate our strategic plan that we worked so diligently on
throughout 1999 with Delloite & Touche and accelerate that plan
by about two years. We're squarely in the e-business space now,
squarely within the internet arena and what that means for you I
think is nothing but opportunity. It's going to allow us to
continue to focus, as Rob said, on the back end EAI space in the
large existing system. I think it's also going to provide an
opportunity for all of us to grow and by that for you, to grow
into similar technologies on the front end such as Broad Vision.
So we're excited by all the training that will happen. We're
excited by the career opportunities and the varied engagements
that we'll have and I would say stay tuned.
R. Figliulo I'd just like to amplify one of the things that Steve said about
the growth opportunities in the technology areas. Let me also
stress that that doesn't mean that we're going to betray our
principles of believing in large scale systems and what they can
contribute to this whole world of e-business going forward. Let
me tell you what I mean.
Just recently we got from one of our largest customers of 1999,
[client name] in [city, state], we've gotten two projects from
them. One for about $2.5 million that we'll do a good old
fashion Cobol, the Cobol conversion. Another one which will span
about three years and will be as much as $10 million, hard to
say, but it's a big project and at least $2 million of that
coming in this year, and that's all the testing kinds of things
that we've been doing with Dale Wilson, who some of you may know
in the testing area and quality assurance and that's a terrific
opportunity going forward.
I just wanted to take this moment to also mention that this is
internal information and confidential. All this is previous
privileged inside information, I just want to make sure that you
understand that.
But these kinds of projects are terrific, good old mainframe
projects and we're going to continue to do that work, but we
have to have a focus on how it plays into the new world of e-
business. And in just to illustrate that, that same client has a
major project with us in the works which is also a big piece of
our revenue from last year to do exactly that, to do front end
work that ends up in the e-business space.
So we're very excited about that, we're excited about the way
the rest of the world will view it, both customers and Wall
Street.
I'd like to wrap up the call with a quick anecdote about Vince
Morris, who is our Sales Manager and Director in Tulsa, who sent
me an e-mail yesterday that said, hey, Rob, when you were doing
your strategic alliance references, which is a process we have
to do to go through to join Leapnet and SPR together, to talk to
each other's customers to make sure that everything is all on
the up and up. In the process we told this major customer at
[client name] about some of the things that we had planned to do
under the premise of it being a strategic alliance.
Well, the CIO ended up calling one of his managers and saying,
hey, I'm excited by what I'm hearing about SPR and their
strategic alliance, call them and tell them to come out here and
talk to us about some of this work that we normally wouldn't
consider them for. So here we are, we're getting a customer
without even making a sales call, without even announcing the
fact that we've done this merger, and just on the strength of
them thinking it's a strategic alliance, very excited about
talking to us about doing more work with them in these new and
exciting areas.
So it's working before it was even announced and we're very
excited about what will happen now that we have it way out there
in the public and have our salespeople all excited about it and
talking to customers who trust us based on the work that you
have all done for them in the past. So we're raring and ready to
go. Steve?
S. Tober Yeah, and I'll just conclude with two quick points for you all.
One is I think Jennifer Wernicke has done terrific job with
communication, you should look for that in your e-mail and other
voice mails and other things that will be coming out, but
certainly there are questions and answers that will help you
understand better what this merger is all about.
And lastly, which is an appropriate question, people ask well
what does this mean merger? What we've done is we've signed an
agreement and what we need to do now is go through all of the
SEC regulatory approvals and that process to actually effectuate
the merger. So that takes approximately 60-90 days so until
then, we are SPR and if all those approvals are met within 60-90
days we will actually close the transaction and we will actually
officially and legally become merged with Leapnet.
So with that, I would say stay tuned, we'll certainly keep you
apprised of all the developments as they happen. And we will
also be out in every branch with management from Leapnet to
discuss the merger and so you can meet that management and meet
us face-to-face and we can have a better discussion in person.
R. Figliulo Okay. Well, thanks very much and if there are any questions feel
free to contact any of us, there's plenty of contact information
out there. I'm looking forward to your e-mails. Thanks.
# # # # #
QUESTIONS & ANSWERS: SALES
Merger Q & A:
[SPR LOGO] Sales
SPR Inc. will become Leap Technologies, a division of Leapnet at the time the
merger closes, about 45 to 60 days from now. At that time, the services of all
Business Units of Leapnet will become open to SPR sales. The main BUs that are
of interest to SPR Sales Executives will be Eagle Technology Partners and
Quantum Leap. (See the general Q&A's and their web site for more information.)
Each business has a different sales model. SPR has a direct sales force. Leapnet
does not maintain a direct sales force, but has Practice Area Managers that do
business development. Eagle's Practice Area Managers are aggressively seeking
out business. Quantum Leap is very selective about the customers it takes on.
One benefit of the merger for the other Leapnet Business Units is that they will
have access to our Blue Chip account base. This access will be through SPR Sales
Executives.
This Q&A is designed to help you get the work out and assist you with client
inquiries about the merger and eBusiness.
What's the plan to communicate the merger to existing customers?
A letter from Rob will be sent to every customer. Sales Executives should
contact all customers to answer any questions they have and use this as a
selling opportunity.
Will SPR and/or Leapnet Executives be available (and how soon) to visit with
existing customers to explain the nature and impact of the merger? Yes as the
integration of the companies occurs. Make arrangements through your Managing
Directors.
Will our existing account relationships change as a result of the merger? No.
Who is going to be selling what to whom?
Our sales focus is to sell additional services to existing SPR customers. In
general, SPR Sales Executives will sell all Leapnet services to current SPR
clients that they are currently active with. Leapnet Practice Area Managers will
sell all Leapnet services to current Leapnet clients that they are active with.
New clients will be serviced by the organization that develops the client
relationship. We want to provide our customers with a single point of contact.
Instances of SPR
providing general staffing with Eagle Technology Partners providing Strategic
Consulting Engagement should occur without conflict.
Conflicts will be handled at the Managing Director level on a case by case
basis.
Specific rules will be worked out during the transition process to an integrated
company. The Business units will remain distinct entities, with SPR being the
only unit with a direct sales force.
Who is going to sell the eBusiness BroadVision services that we are gearing up
for?
The initial 50 consultants and Project Managers trained in BroadVision are going
to support business sold by Quantum Leap. This does not involve SPR Sales
Executives.
SPR Sales Executives can sell additional BroadVision services to our clients.
The Development core team has redirected it's focus on eBusiness development
services including web development (BroadVision) and Integration Services (EAI)
capabilities. These services will be sold by SPR Sales Executives as they
become available.
How quickly will the Leapnet team become available to accompany SPR Sales Execs.
on sales calls?
Eagle Technology Partners will support sales calls to highly qualified accounts.
This will be arranged through the Managing Directors.
Quantum Leap will support sales calls on a selective basis. It is SPR's intent
to selected professional service managers to be trained to support eBusiness web
development sales calls. The Managing Directors will determine who and when.
Who are our contacts in the other business units in Leapnet?
This will be coordinated through the Managing Directors and David Figliulo for
the time being.
What should we be selling over the next 60 days until the transaction is closed?
We need to focus on general staffing and on those services that we can provide
on a branch-by-branch basis. It is important for us to build a pipeline of our
own services. We should also begin to sell eBusiness solutions.
Will our sales territories change as a result of the merger?
No. Business should proceed as usual.
Will the 2000 commission plan change as a result of the merger?
Not at this time, but this might be revised as integration occurs in the second
half of 2000.
Will 2000 sales quotas be changed as a result of the merger?
Not at this time, but this might be revised as integration occurs.
Does Leapnet have a bench? (What's the likely available bandwidth of Leapnet
consultants once the merger is finalized.)
Eagle Technology Partners has bandwidth.
Quantum Leap is constrained for web developers and is looking to SPR to train
and recruit more web programmers like the BroadVision effort.
Where do we get information on the new services like eBusiness and BroadVision?
Who do we work with on these opportunities?
The MDs and Sprinet will be sources of information.
Will SPR be providing Project Management for all Leapnet engagements?
SPR will provide Project Management for SPR services sold to SPR customers. All
other instances will be on a case by case basis for the time being. If it is a
web development effort, Quantum Leap will hand-off business specifications to
technology development teams that are managed by SPR Project Managers.
Will there be a significant change in the composition and numbers of consultants
in SPR's Professional Services Organization as a result of the merger?
Yes. More consultants will be added mainly with eBusiness related skills.
How soon will the solutions delivery capabilities of SPR and Leapnet be
integrated in order to support client engagements?
For the near term (I.e. the next 6 months) each Business Unit will operate
independently.
Will SPR's project delivery structure, roles, and responsibilities (Sr. Manager,
Project Manager, Technical Consultant) change as a result of the merger?
No.
How quickly will new sales collateral be made available?
Interim sales collateral will be created to support branch selected service
offerings. New sales collateral will be created for all service offers SPR
supports when the SPR name changes to Leap Technologies. The availability of
sales collateral for other Leapnet services will be determined during the
transition period.
Will SPR's recruiting function undergo any changes as a result of the merger?
The SPR recruiting function is already undergoing changes to support our
strategy of moving into eBusiness services. This is independent of the merger.
Will SPR's existing branch geographies change as a result of the merger?
No, but Leapnet has office that we will cooperate with in New York and San
Francisco.
How will we combine our respective sales organizations?
We are the only business unit with a direct sales organization.
LETTER TO CLIENTS
January 28, 2000
Dear SPR Customers:
We are pleased to share with you the announcement that SPR is being acquired by
Leapnet, Inc., a Chicago-based company that develops creative and technology
solutions for the wired world by combining expertise in Internet development and
communications, global marketing communications, eBusiness consulting, systems
integration, and traditional advertising.
Our merger with Leapnet will make us an eBusiness solutions company that offers
you one-stop shopping for eBusiness integrated solutions. By combining
Leapnet's creative strength in front-end web design and strategic eBusiness
consulting capabilities with SPR's proven expertise in back-end large systems
integration and implementation services, we will be able to provide you a total
eBusiness solution.
Our name will change, but there will be no change in the service, level of
service, or quality of service that SPR is providing you. What's new is our
ability to offer complete eBusiness solutions within one company, and an
acceleration of our ability to provide you additional services specially
designed to serve clients with large, complex systems. See more about our
eBusiness strategy on our new web site at www.sprinc.com.
You will continue to be serviced by your SPR sales executive, and supported by
an expanded management team committed to the same vision and values. You should
expect business as usual with the addition of more services and capabilities
from the combined company.
SPR will remain intact as a business unit within Leapnet. There are tremendous
synergies created by the merger with very little overlap in our areas of
expertise, management, and administration. Leapnet and SPR each bring to the
table services and strengths that complement each other.
Integration of the two organizations should be swift. We are already realizing
some of the benefits of the merged company, because we had started partnership
discussions with Leapnet before the merger talks began. As a result, we are
increasing our investment in eBusiness training to prepare for more assignments
in the web development space. For example, we are gearing up for several
BroadVision based projects for Leapnet clients like Wal-mart and SAM's Club.
Enclosed is a copy of today's press release. This merger will allow us to
provide you more quality consulting and project based services. I encourage you
to learn more about Leapnet and its four businesses by visiting their web site
at www.leapnet.com.
Sincerely,
/S/ Rob Figliulo
Rob Figliulo
Chairman and CEO