<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1997.
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 Identification No.)
incorporation or organization)
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Address of principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
______________________________
With copies to:
J. JUSTYN SIRKIN, ESQ.
BOBBY G. STEVENSON N. ANTHONY JEFFRIES, ESQ.
CHIEF EXECUTIVE OFFICER DAVIS, GRAHAM & STUBBS LLP
5251 DTC PARKWAY, SUITE 1400 370 17TH STREET, SUITE 4700
ENGLEWOOD, COLORADO 80111 DENVER, COLORADO 80202
(303) 220-0100 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed
Amount to be offering price maximum aggregate Amount of
Title of securities to be registered registered per share<F1> offering price<F1> registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 500,000 shares<F2> $27.625 $13,812,500 $4,185.61
per share ("Common Stock")
======================================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h),
based upon the closing price of the Company's Common Stock on April 14, 1997 as quoted on The Nasdaq National
Market.
<F2> Does not include 500,000 shares of Common Stock (as adjusted to reflect the Company's 2 for 1 stock split that
occurred in June 1996) that were registered under a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on December 29, 1994, for a registration fee of $765.00, 329,437 of which shares are
carried forward into this Registration Statement.
</TABLE>
____________________
As permitted by Rule 429, the Prospectus that contains the information
required pursuant to Section 10(a) of the Securities Act, as amended
(the "Securities Act"), and that relates to this Registration Statement
is a combined Prospectus that also relates to a Registration Statement
on Form S-8, filed with the Securities Exchange Commission on December
29, 1994.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 contents of the Company's Form S-8 Registration
Statement, filed on December 29, 1994 are hereby incorporated by
reference into this Registration Statement.
(b) The Company's Annual Report on Form 10-K for the year ended
June 30, 1996 filed with the Commission on September 27, 1996 pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(c) The Company's Current Report on Form 8-K, filed with the
Commission pursuant to the Exchange Act on December 12, 1996.
8. EXHIBITS.
5 Opinion and Consent of Davis, Graham & Stubbs LLP
23 Consent of KPMG Peat Marwick LLP
2<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 of Englewood,
State of Colorado, on March 31, 1997.
CIBER, INC.
By: /s/Bobby G. Stevenson
--------------------------------
Bobby G. Stevenson
Chief Executive Officer
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <S>
/s/Bobby G. Stevenson Chairman, Chief Executive
- ---------------------------------- Officer, Secretary and March 31, 1997
Bobby G. Stevenson Director (Principal
Executive Officer)
/s/Mac J. Slingerlend President/Chief Operating
- ---------------------------------- Officer, Treasurer and March 31, 1997
Mac J. Slingerlend Director
/s/Richard A. Montoni Executive Vice President/
- ---------------------------------- Chief Financial OfficerMarch 31, 1997
Richard A. Montoni and Director (Principal
Financial Officer)
/s/Christopher L. Loffredo Vice President/Chief
- ---------------------------------- Accounting Officer March 31, 1997
Christopher L. Loffredo (Principal Accounting
Officer)
3<PAGE>
/s/James A. Rutherford Director March 31, 1997
- ----------------------------------
James A. Rutherford
/s/James C. Spira Director March 31, 1997
- ----------------------------------
James C. Spira
/s/Roy L. Burger Director March 31, 1997
- ----------------------------------
Roy L. Burger
</TABLE>
4
EXHIBIT 5<PAGE>
April 18, 1997
CIBER, Inc.
5251 DTC Parkway, Suite 1400
Denver, CO 80111
RE: REGISTRATION ON FORM S-8 OF 500,000 SHARES OF COMMON STOCK
TO BE ISSUED PURSUANT TO THE CIBER, INC. EMPLOYEE STOCK
PURCHASE PLAN
Ladies & Gentlemen:
We have acted as counsel to CIBER, Inc. (the "Company") in
connection with the registration by the Company of 500,000 shares of
Common Stock, $.01 par value (the "Shares"), described in the
Registration Statement on Form S-8 of the Company being filed with the
Securities and Exchange Commission concurrently herewith. The Shares
will be issued pursuant to the Company's Employee Stock Purchase (the
"Plan").
In such connection, we have examined certain corporate records
and proceedings of the Company, including actions taken by the Company
relating to the authorization and issuance of the Shares, and such
other matters as we deemed appropriate.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, when sold as contemplated in the Plan
and the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the reference to this firm in the
Registration Statement as the counsel who will pass on the validity of
the Shares. In giving this consent we do not hereby admit that we are
in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
Sincerely,
DAVIS, GRAHAM & STUBBS LLP
DAVIS, GRAHAM & STUBBS LLP
EXHIBIT 23<PAGE>
INDEPENDENT AUDITORS' CONSENT
THE BOARD OF DIRECTORS
OF CIBER, INC:
We consent to the incorporation by reference herein 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. and which report is no longer
appropriate since restated consolidated financial statements giving
effect to a business combination accounted for as a pooling of
interests have been included in the Form 8-K of CIBER, Inc. filed on
December 12, 1996. We also consent to the incorporation by reference
herein of our report dated August 6, 1996, except as to the first and
second paragraphs of Note 2, which are as of October 28, 1996 with
respect to the consolidated balance sheets of CIBER, Inc. and
subsidiaries as of June 30, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended June 30,
1996, which report appears in the Form 8-K of CIBER, Inc. filed on
December 12, 1996.
KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
April 17, 1997
