<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
CIBER, INC.
(Exact name of registrant as specified in its charter)
------------
DELAWARE 38-2046833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Address of principal executive offices)
CIBER, INC. NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
(Full title of the plan)
------------
Mac J. Slingerlend With copies to:
CIBER, Inc. J. Justyn Sirkin, Esq.
5251 DTC Parkway N. Anthony Jeffries, Esq.
Suite 1400 Davis, Graham & Stubbs LLP
Englewood, Colorado 80111 370 Seventeenth Street, Suite 4700
(303) 220-0100 Denver, Colorado 80202
(303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title Of Securities To Be Offering Price Aggregate Amount Of
To Be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) . . 25,000 shares $35 5/8 $890,625 $270
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the price per share and aggregate offering price
are based upon the average of the high and low prices of the Company's
Common Stock on October 23, 1996, as reported on the Nasdaq National
Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CIBER, Inc., a Delaware corporation (the "Company"), hereby states that
the following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated or deemed to be incorporated into
this Registration Statement by reference as of their date of filing with the
Commission:
(a) The Company's Annual Report on Form 10-K for the year ended June
30, 1996 filed with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
pursuant to the Exchange Act on February 28, 1994; and
(c) All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement indicating that all securities offered under
the Registration Statement have been sold, or deregistering all securities
then remaining unsold, are also incorporated herein by reference and shall be
a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Bylaws provide that the Company shall, to
the full extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify
II-1
<PAGE>
all directors and officers of the Company. Section 145 of the Delaware
General Corporation Law provides in part that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Similar indemnity is authorized
for such persons against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any threatened, pending or
completed action or suit by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further
that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct. Under the Certificate of Incorporation, the indemnitee
is presumed to be entitled to indemnification and the Company has the burden
of proof to overcome that presumption. Where an officer or a director is
successful on the merits or otherwise in the defense of any action referred
to above, the Company must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
The foregoing description of certain provisions of the Company's
Certificate of Incorporation and Bylaws is qualified in its entirety by the
actual Certificate of Incorporation and Bylaws of the Company filed as
exhibits to the Company's Registration Statement on Form S-1 (No. 33-74774).
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of the
Company.(1)
4.2 Bylaws of the Company.(1)
4.3 Form of Common Stock Certificate.(2)
4.4 Summary of CIBER, Inc. Non-Employee Directors' Stock
Compensation Plan.
5.1 Opinion of Davis, Graham & Stubbs LLP.
II-2
<PAGE>
23.1 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on page II-4).
____________________
(1) Incorporated by reference to the Registration Statement on
Form S-1 (File No. 33-74774), as filed with the Commission on
February 2, 1994.
(2) Incorporated by reference to Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 33-74774), as
filed with the Commission on March 9, 1994.
9. UNDERTAKINGS
The Company hereby undertakes: (1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (2) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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,
thereunto duly authorized, in the City and County of Denver, State of
Colorado, on this 21st day of September, 1996.
CIBER, Inc.
By: /s/ Bobby G. Stevenson
----------------------------------
Bobby G. Stevenson
Chairman, Chief Executive Officer,
Secretary and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears herein constitutes and appoints Bobby G. Stevenson and Mac J.
Slingerlend, and each of them, 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 any and all
amendments to this Registration Statement (including post-effective
amendments), including a registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully 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 their or his substitute or substitutes, 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 signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bobby G. Stevenson Chairman, Chief September 21, 1996
- ----------------------- Executive Officer,
Bobby G. Stevenson Secretary and Director
(PRINCIPAL EXECUTIVE
OFFICER)
/s/ Mac J. Slingerlend President/Chief September 19, 1996
- ----------------------- Operating
Mac J. Slingerlend Officer, Treasurer and
Director (PRINCIPAL
FINANCIAL OFFICER)
II-4
<PAGE>
/s/ Christopher L. Loffredo Vice President/Chief September 19, 1996
- --------------------------- Accounting Officer
Christopher L. Loffredo (PRINCIPAL ACCOUNTING
OFFICER)
/s/ James A. Rutherford Director September 27, 1996
- ---------------------------
James A. Rutherford
/s/ James C. Spira Director September 30, 1996
- ---------------------------
James C. Spira
/s/ Roy L. Burger Director September 30, 1996
- ---------------------------
Roy L. Burger
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Company.(1)
4.2 Bylaws of the Company.(1)
4.3 Form of Common Stock Certificate.(2)
4.4 Summary of CIBER, Inc. Non-Employee Directors' Stock
Compensation Plan.
5.1 Opinion of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on page II-4).
____________________
(1) Incorporated by reference to the Registration Statement on Form S-1
(File No. 33-74774), as filed with the Commission on February 2,
1994.
(2) Incorporated by reference to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 33-74774), as filed with the
Commission on March 9, 1994.
II-6
<PAGE>
EXHIBIT 4.4
CIBER, INC.
SUMMARY OF NON-EMPLOYEE DIRECTORS'
STOCK COMPENSATION PLAN
Pursuant to the Non-Employee Directors' Stock Compensation Plan (the
"Plan"), CIBER, Inc. (the "Company") will issue to each of the Company's
non-employee directors, for each meeting of the Company's Board of Directors
attended by such non-employee director, the minimum integral number of shares
of the Company's common stock, $.01 par value (the "Common Stock"), that have
an aggregate fair market value of at least $2,000. The fair market value of
such shares will be determined based on the last reported sale price of the
Common Stock on the Nasdaq National Market determined as of the most recent
date, immediately prior to the applicable meeting, that the Company's Common
Stock was traded on the Nasdaq National Market. The Plan is administered and
interpreted by the Company's Board of Directors. The Plan is effective as of
August 6, 1996.
<PAGE>
EXHIBIT 5.1
[DAVIS, GRAHAM & STUBBS LLP LETTERHEAD]
October 29, 1996
CIBER, Inc.
5251 DTC Parkway
Suite 1400
Englewood, Colorado 80111
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to CIBER, Inc. (the "Company") in connection
with the registration by the Company of 25,000 shares (the "Shares") of its
common stock, $.01 par value, pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission concurrently herewith. These Shares are
to be issued pursuant to the Company's Non-Employee Directors' Stock
Compensation Plan (the "Plan").
In connection therewith, we have examined and relied upon originals or
copies, certified to our satisfaction, of (i) minutes and records of the
corporate proceedings of the Company with respect to the issuance of the
Shares, (ii) the Registration Statement and exhibits thereto, and (iii) such
other documents and instruments as we have deemed necessary for the
expression of opinions herein contained. In making the foregoing
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, we have relied, to the extent we deemed reasonably appropriate,
upon representations or certificates of officers or directors of the Company
and upon documents, records and instruments furnished to us by the Company,
without independent verification of the accuracy of such representations,
certificates, documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Shares have been duly authorized and, upon the issuance of the Shares as
contemplated by the Plan and the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
CIBER, INC.:
We consent to incorporation by reference in the registration statement on
Form S-8 of CIBER, Inc. of our report dated August 6, 1996, except as to the
second paragraph of Note 12, which is as of September 3, 1996, relating to
the consolidated balance sheets of CIBER, Inc. and subsidiaries as of June 30,
1996 and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended June 30, 1996, which report appears in the June 30, 1996 annual
report on Form 10-K of CIBER, Inc.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
October 29, 1996
