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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CIBER, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7379 38-2046833
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
BOBBY G. STEVENSON, CHIEF EXECUTIVE OFFICER
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
It is requested that copies of communications be sent to:
J. JUSTYN SIRKIN, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
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. /X/
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share............................ 5,000,000 shares $35.4375 $177,187,500 $53,693
</TABLE>
(1) The price is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) promulgated under the Securities
Act of 1933, as amended, and represents the average of the high and low
prices of Common Stock on July 21, 1997, as reported on the New York Stock
Exchange.
--------------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
CIBER, INC.
PROSPECTUS
CIBER, INC.
5,000,000 SHARES
COMMON STOCK
This Prospectus covers the offer and sale of up to 5,000,000 shares of
common stock $.01 par value per share (the "Common Stock"), of CIBER, Inc.
("CIBER" or the "Company") that may be offered and issued by the Company from
time to time in connection with future acquisitions of other businesses or
properties, or securities of other businesses, in business combination
transactions in accordance with Rule 415(a)(1)(viii) of Regulation C under the
Securities Act of 1933, as amended (the "Securities Act"), or otherwise
permitted under the Securities Act. This Prospectus, as amended or supplemented,
if necessary, also relates to certain shares of Common Stock which may be resold
or reoffered by persons who acquired such shares pursuant to this Prospectus
(the "Selling Stockholders").
CIBER intends to concentrate its acquisitions in areas related to the
current business of CIBER. If the opportunity arises, however, CIBER may attempt
to make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between CIBER and the owners or controlling persons of the
businesses or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the shares of Common
Stock issued in any such acquisition will be valued at a price reasonably
related to the market value of the Common Stock either at the time of agreement
on the terms of an acquisition or at or about the time of delivery of the shares
of Common Stock.
It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under this
Prospectus. However, finders' fees or brokers' commissions may be paid from time
to time in connection with specific acquisitions, and such fees may be paid
through the issuance of shares of Common Stock covered by this Prospectus. Any
person receiving such a fee may be deemed to be an underwriter within the
meaning of the Securities Act.
CIBER's Common Stock is listed on the New York Stock Exchange under the
symbol "CBR." The closing market price of CIBER Common Stock on the New York
Stock Exchange on July 21, 1997 was $35.5625.
SEE "RISK FACTORS" COMMENCING ON PAGE 5 OF THIS PROSPECTUS FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is July 23, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-4 under
the Securities Act with respect to the shares of Common Stock offered by this
Prospectus. This Prospectus does not contain all the information set forth in
the Registration Statement, certain portions of which are omitted as permitted
by the rules and regulations of the Commission. For further information with
respect to the Company and the shares offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits and schedules filed
therewith. Statements contained in this Prospectus regarding the contents of any
contract or any other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
Copies of the Registration Statement, of which this Prospectus is a part,
together with such exhibits and schedules may be obtained, upon payment of the
fee prescribed by the Commission, or may be examined without charge, at the
office of the Commission.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copies of such materials may be obtained from
the Public Reference Section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and Room 1300, 7 World Trade Center, 13th Floor,
New York, New York 10048, upon payment of the charges prescribed therefore by
the Commission.
In addition, CIBER is listed on the New York Stock Exchange ("NYSE") and is
required to file reports, proxy statements and confirmation statements and other
information with the NYSE. These documents may be inspected at the principal
office of the NYSE, 20 Broad Street, New York, New York 10005. Further, CIBER
(since May 7, 1996) has been filing documents with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System. According, copies of
documents filed by CIBER with the Commission on or after May 7, 1996, as well as
copies of the Registration Statement (including the exhibits filed therewith),
are also available through the Commission's Web Site (http:// www.sec.gov/).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by CIBER are incorporated
into this Prospectus by reference: (1) Annual Report on Form 10-K for the year
ended June 30, 1996, filed with the Commission on September 27, 1996; (2)
Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1996,
December 31, 1996 and March 31, 1997, filed with the Commission on November 8,
1996, February 11, 1997 and May 2, 1997, respectively; (3) Current Report on
Form 8-K, filed with the Commission on December 12, 1996; (4) Current Report on
Form 8-K, filed with the Commission on January 16, 1997; (5) Current Report on
Form 8-K, filed with the Commission on March 27, 1997; (6) Current Report on
Form 8-K, filed with the Commission on July 21, 1997; (7) the Company's
Registration Statement on Form 8-A, filed with the Commission on February 25,
1994; and (8) all other reports filed by CIBER pursuant to Sections 13 or 15(d)
of the Exchange Act since June 30, 1996.
All documents filed by CIBER pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement
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<PAGE>
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 Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (OTHER THAN EXHIBITS
THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON
TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED FROM CIBER, INC., AT 5251 DTC
PARKWAY, SUITE 1400, ENGLEWOOD, COLORADO 80111; TELEPHONE NUMBER (303) 220-0100.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE
AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT
DECISION IS TO BE MADE.
3
<PAGE>
THE COMPANY
The Company is a nationwide provider of information technology consulting,
including application software staff supplementation, management consulting
solutions to business problems, package software implementation, system
life-cycle project responsibility, millennium date change conversion services
and networking procurement and engineering services. The Company's revenues are
generated from two service groups, the CIBER Information Services ("CIS") group
and the Strategic Technology Consulting ("STC") group. The CIS group provides
application software development and maintenance services and, through the
CIBR2000 division, millennium date change solutions. The STC group provides
services through the Company's wholly-owned subsidiaries, Spectrum Technology
Group, Inc. ("Spectrum"), Business Information Technology, Inc. ("BIT") and
CIBER Network Services, Inc. ("CNSI"). Spectrum provides management consulting
solutions to business problems, specifically in the areas of data warehousing,
data modeling and enterprise architecture, as well as project management and
system integration services. BIT specializes in the implementation and
integration of human resource and financial software application products,
primarily for client/server networks. A substantial portion of BIT's revenues is
derived from assisting clients implementing PeopleSoft, Inc. ("PeopleSoft")
software. CNSI serves clients in the areas of local-area and wide-area
networking, including design, procurement, installation, testing and
maintenance.
The Company currently services its clients through a nationwide network of
over 50 offices in 21 states and three foreign countries. The Company currently
employs approximately 3,400 employees, approximately 2,800 of whom are billable
consultants trained in operating systems, standard and state-of-the-art
programming languages, application software design techniques, process
re-engineering and management resource planning, local-area and wide-area
networking and certain widely-used software packages. These services are
generally provided on-site to large clients with substantial information
technology requirements.
The Company was incorporated in 1974 as a Michigan corporation and, in
February 1994, reincorporated in Delaware. The Company maintains its executive
offices at 5251 DTC Parkway, Suite 1400, Englewood, Colorado 80111. The
Company's telephone number is (303) 220-0100.
4
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY
BEFORE PURCHASING SHARES OF COMMON STOCK OFFERED HEREBY.
GROWTH THROUGH BUSINESS COMBINATIONS AND INTERNAL EXPANSION
As an integral part of its business strategy, the Company intends to
continue to expand by acquiring application software consulting businesses in
attractive markets or with desirable client relationships, as well as businesses
with complementary information technology consulting and system integration
activities. The Company continuously evaluates potential business combinations
and aggressively pursues attractive transactions. From June 1994 through July
1997, the Company completed 14 business combinations. The success of this
strategy depends not only upon the Company's ability to identify and acquire
businesses on a cost-effective basis, but also upon its ability to integrate
acquired operations into its organization effectively, to retain and motivate
key personnel and to retain clients of acquired businesses. Business
combinations involve numerous risks, including the ability to manage
geographically remote offices, the diversion of management's attention from
other business concerns and the risks of entering markets in which the Company
has limited or no direct experience. In addition, acquisitions may involve the
expenditure of significant funds and the incurrence of significant charges
associated with the amortization of goodwill or other intangible assets or
future write-downs of the recorded values of assets acquired. There can be no
assurance that any business combination will result in long-term benefits to the
Company or that management will be able to manage effectively the resulting
business. Additionally, the Company experiences competition for acquisitions.
The Company may open new offices in attractive markets with its own
personnel. Many of the Company's branch offices were originally start-up
operations. Not all branch offices, whether start-up or acquired, have been
successful; however, no office has been closed since June 1994. There can be no
assurance that the Company will be able to start-up, identify, acquire, or
integrate what will ultimately be successful branch office operations.
ABILITY TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS
The Company's future success will depend in part on its ability to hire and
provide adequately trained consultants who can fulfill the increasingly
sophisticated needs of its clients. The Company's on-going personnel needs arise
from: (i) increased demand for the Company's services, (ii) turnover, which is
generally high in the industry, and (iii) client requests for consultants
trained in the newest software and hardware technologies. Few of the Company's
employees are bound by non-compete agreements. Competition for consultants in
the information technology services industry is significant and the Company has
had and expects to continue to have difficulty in attracting and retaining an
optimal level of qualified consultants. In particular, competition is intense
for the limited number of qualified project managers and professionals with
specialized skills, such as a working knowledge of certain sophisticated
software. There can be no assurance that the Company will be successful in
attracting and retaining the personnel it requires to continue to grow.
DEPENDENCE ON SIGNIFICANT RELATIONSHIPS; ABSENCE OF LONG-TERM CONTRACTS
The Company's five largest clients accounted for 26% of the Company's total
revenues for the fiscal year ended June 30, 1996. AT&T Corp. accounted for
approximately 11% of the Company's total revenues in fiscal 1996. The Company
expects that no one client will account for more than 10% of the Company's total
revenues in fiscal 1997. The typical client contract term is one to three years
and there can be no assurance that a client will renew its contract when it
terminates. In addition, the Company's contracts are generally cancelable by the
client at any time and clients may unilaterally reduce their use of the
Company's services under such contracts without penalty. The termination or
significant reduction of its
5
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business relationship with any of its significant clients would have a material
adverse effect on the Company.
Additionally, the Company has a significant relationship with PeopleSoft
both as a client and as an implementation partner. In fiscal 1996, the Company
derived 14% of its total revenues from clients who purchased implementation
services for their PeopleSoft software and 1% of its total revenues from
PeopleSoft as a client. In the event PeopleSoft products become obsolete or
non-competitive or if the Company should lose its "implementation partner"
status with PeopleSoft, the Company would suffer a material adverse effect.
MANAGEMENT OF A LARGE AND RAPIDLY GROWING BUSINESS
The Company's rapid growth could place a substantial strain on its
operational, administrative and financial resources. The Company's ability to
manage its staff and facilities growth effectively will require it to continue
to improve its operational, financial and other internal systems, and to train,
motivate and manage its consultants. If the Company's management is unable to
manage growth effectively or its consultants are unable to achieve anticipated
performance levels, or if the integration of new businesses results in a
material diversion of management's attention to the day-to-day operations of the
business, the Company's results of operations would be materially adversely
affected.
PROJECT RISKS
The Company has provided and intends to continue to provide increased
project services to its clients. Projects are distinguishable from the Company's
time and material contracts by the level of responsibility assumed by the
Company and the potentially longer and more costly sales cycle of a project.
These factors may cause fluctuations in quarterly results. In a typical project,
the Company independently develops a program or maintains a system, whereas with
time and material contracts, the Company's clients generally maintain
responsibility for the overall task. The failure of a project or the failure of
the Company to provide project services in a satisfactory manner could have a
material adverse effect on the Company. Further, because the Company may
undertake projects on a fixed price basis and guarantee performance based upon
defined operating specifications, cost overruns, unsatisfactory performance or
unanticipated difficulties in completing such projects could have a material
adverse effect on the Company's results of operations.
PRICING AND MARGIN PRESSURE
Many of the Company's larger clients purchase information technology
services primarily from a limited number of pre-approved vendors. In order to
remain on its clients' vendor lists and to develop new client relationships, the
Company must satisfy client requirements at competitive rates. Although the
Company continually attempts to lower its costs, there are other software
services organizations and temporary placement agencies that provide the same or
similar services at equal or lower costs. Furthermore, as competition
intensifies between information technology services providers, there may be
increased demand for qualified consultants resulting in upward market pressure
on consultant compensation. Additionally, certain of the Company's clients
require that their vendors reduce rates after services have commenced. There can
be no assurance that the Company will be able to compete effectively on pricing
or other requirements and, as a result, the Company could lose clients or be
unable to maintain historic gross margin levels or to operate profitably. With
respect to the Company's implementation services for software packages, the
manufacturers of such software may have training requirements that inhibit the
Company from competing effectively with other packaged software implementation
providers. In addition, as the Company expands its service offerings to include
a greater number of fixed price projects, the Company may experience a decrease
in margins as a result of unanticipated cost overruns resulting from the
inability to meet various project requirements.
6
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COMPETITION
The Company operates in a highly competitive and rapidly changing industry
and competes with a variety of companies for positions on the vendor lists of
particular clients. Most of these competing companies, many of which are
significantly larger and have greater financial, technical and marketing
resources, provide the same services as those offered by, and some offer a wider
variety of services than, the Company. Many large accounting and management
consulting firms offer services that overlap with a significant portion of the
Company's services, and the Company competes with the internal information
technology staffs of its clients and potential clients. Also, computer hardware
and software companies are increasingly becoming involved in systems integration
projects. Recently, temporary placement agencies, such as CoreStaff, Olsten and
Interim, have begun expanding their businesses to provide computer-related
services. There can be no assurance that the Company will be able to continue to
compete successfully with its existing competitors or will be able to compete
successfully with new competitors. Additionally, over the past several years
there has been an influx of foreign nationals who provide skilled computer
programming services at lower pay scales than other domestic programmers. Some
of these foreign nationals are being hired as consultants directly by the
Company's clients and potential clients, as well as by certain of the Company's
competitors. Moreover, in an attempt to decrease costs, some of the Company's
clients and potential clients are awarding business to competitors with
operations in "low cost" foreign countries, including Ireland, India and the
former Soviet Union. An increase in the use of skilled foreign national labor at
lower rates or foreign software service firms by the Company's competitors or
clients could have a material adverse effect on the Company.
DEPENDENCE UPON KEY MANAGEMENT PERSONNEL
The success of the Company continues to be highly dependent upon the efforts
of key management personnel of the Company, particularly its executive officers.
The loss of the services of any one of its executive officers could have a
material adverse effect on the Company. The Company maintains life insurance on
each of these individuals. The amount of insurance, however, may not be
sufficient to offset the Company's loss if the services of any of its executive
officers were unavailable.
INTELLECTUAL PROPERTY RIGHTS
The Company's success is dependent in part upon its proprietary software
development methodology and other intellectual property rights. The Company
relies upon a combination of trade secret, nondisclosure and other contractual
arrangements, technical measures and trademark laws to protect its proprietary
rights. The Company does not hold any patents or copyrights, but does hold seven
registered trademarks. The Company generally enters into confidentiality
agreements with its employees, consultants, clients and potential clients that
limit access to and distribution of its proprietary information, although there
can be no assurance that any such agreement will be enforceable. There can be no
assurance that the steps taken by the Company in this regard will be adequate to
deter misappropriation of its proprietary information or that the Company will
be able to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights. The Company's business includes the development of
custom software applications in connection with specific client engagements.
Ownership of such software is generally assigned to the client. In addition, the
Company also develops object-oriented software components that can be reused in
software application development and certain foundation and application software
products, or software "tools," most of which remain the property of the Company.
Although the Company believes that its services and products do not infringe on
the intellectual property rights of others, there can be no assurance that such
a claim will not be asserted against the Company in the future.
CONTROL BY CURRENT STOCKHOLDERS AND RELATED PARTY TRANSACTIONS
At June 30, 1997, Bobby G. Stevenson, the Company's Chairman and Chief
Executive Officer owned beneficially 6,034,544 shares of Common Stock,
representing approximately 30% of the outstanding Common Stock. As a result, Mr.
Stevenson is able to exercise significant influence on the election of the
Company's Board of Directors and thereby direct the policies of the Company. In
addition, certain officers
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of the Company owned, directly or indirectly, a majority (85%) of the capital
stock of CNSI. CNSI was purchased by the Company on December 2, 1996 for
consideration of approximately $3.7 million, consisting of 68,631 shares of
Common Stock and approximately $1.2 million in cash. In addition, the Company
assumed approximately $800,000 in net liabilities, resulting in a total purchase
price of approximately $4.5 million. At closing, the Company repaid
approximately $898,000 that was owed by CNSI to Mr. Stevenson and his family.
Collectively, the officers received, directly or indirectly, 54,498 shares of
Common Stock, approximately $1.2 million in cash and the repayment of debt of
approximately $898,000.
CERTAIN ANTI-TAKEOVER EFFECTS
The Company's Amended and Restated Certificate of Incorporation and Bylaws
and the Delaware General Corporation Law include provisions that may be deemed
to have anti-takeover effects and may delay, defer or prevent a takeover that
stockholders might consider in their best interests. These provisions include
the ability of the Board of Directors, without stockholder approval, to have the
Company issue up to 5,000,000 shares of preferred stock in one or more series
with such rights, obligations and preferences as the Board of Directors may
provide, a provision under which only certain officers and the Board of
Directors may call meetings of stockholders and certain advance notice
procedures for nominating candidates for election to the Board of Directors.
Directors of the Company are divided into three classes and are elected to serve
staggered three-year terms. Directors can be removed from office only for cause.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside the
Company's control. Factors that may affect the Company's quarterly revenue or
operating results generally include: costs relating to the expansion of the
Company's business, the extent and timing of business acquisitions, the
incurrence of merger costs, the timing of assignments from customers, the
seasonal nature of the Company's business due to variations in holidays and
vacation schedules, the introduction of new services by the Company of its
competitors, price competition or price changes, general economic conditions and
economic conditions specific to the information technology, consulting or
information technology staffing industries. Quarterly sales and operating
results can be difficult to forecast even in the short term. Due to all the
foregoing factors, it is possible that the Company's revenue or operating
results in one or more future quarters will fail to meet or exceed the
expectations of securities analysts or investors. In such event, the trading
price of the Company's Common Stock would likely be materially adversely
affected.
PRICE VOLATILITY
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results, changes
in earnings estimates by securities analysts and other factors. In addition, the
securities markets have experienced significant price and volume fluctuations
from time to time in recent years that have often been unrelated or
disproportionate to the operating performance of particular companies. These
broad fluctuations may adversely affect the market price of the Common Stock.
FUTURE SALE OF COMMON STOCK
Sales of a substantial number of shares of Common Stock, including shares
issued in conjunction with previously completed or future business combinations,
or the perception that such sales could occur, could adversely affect the market
price of the Common Stock and could impair the Company's ability to raise
capital through the sale of its equity securities.
NO CASH DIVIDENDS
The Company anticipates that, for the foreseeable future, all earnings, if
any, will be retained for the operation and expansion of its business and that
it will not pay cash dividends. See "Dividend Policy."
8
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SELECTED CONSOLIDATED FINANCIAL DATA
The following selected Statements of Operations Data for the fiscal years
ended June 30, 1994, 1995 and 1996 and the selected Balance Sheet Data as of
June 30, 1995 and 1996 has been taken or derived from the audited Consolidated
Financial Statements of the Company, incorporated herein by reference. The
selected Statement of Operations Data for the fiscal years ended June 30, 1992
and 1993 and for the nine months ended March 31, 1996 and 1997 and the selected
Balance Sheet Data as of June 30, 1992, 1993 and 1994 and as of March 31, 1997
were derived from the unaudited consolidated financial statements of the
Company. In the opinion of management, these unaudited financial statements have
been prepared on the same basis as the audited Consolidated Financial
Statements, except that the nine-month periods ended March 31, 1996 and 1997
reflect the mergers of Technology Management Group, Inc. ("TMG") and Technical
Support Group, Inc. ("TSG") with the Company, which business combinations were
each accounted for as a pooling of interests. The data as of and for the years
ended June 30, 1992, 1993, 1994, 1995 and 1996 has not been restated for the
mergers of TMG and TSG. The selected financial data should be read in
conjunction with the Consolidated Financial Statements, including the related
Notes thereto, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in the Company's Current Report on Form
8-K, as filed with the Commission on December 12, 1996, and the Company's
Quarterly Report on Form 10-Q for the nine months ended March 31, 1997, as filed
with the Commission on May 2, 1997, which reports are incorporated herein by
reference.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30, MARCH 31,
----------------------------------------------------- --------------------
IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND OTHER DATA 1992 1993 1994 1995 1996 1996(2) 1997(2)
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues.............................................. $ 58,662 $ 70,461 $ 87,933 $ 130,458 $ 172,151 $ 133,300 $ 183,401
Salaries, wages and other direct costs................ 39,453 48,131 60,200 89,334 118,458 91,413 124,617
Selling, general and administrative expenses.......... 16,447 18,961 23,154 30,771 37,188 30,110 38,897
Amortization of intangible assets..................... 575 649 690 1,377 1,777 1,358 1,833
Merger costs.......................................... -- -- -- 1,075 901 -- 1,218
--------- --------- --------- --------- --------- --------- ---------
Operating income...................................... 2,187 2,720 3,889 7,901 13,827 10,419 16,836
Interest (expense)/income, net........................ (291) (341) (190) (228) 454 222 668
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes............................ 1,896 2,379 3,699 7,673 14,281 10,641 17,504
Income tax expense.................................... 784 861 1,351 3,208 4,988 2,895 8,439
--------- --------- --------- --------- --------- --------- ---------
Net income............................................ 1,112 1,518 2,348 4,465 9,293 7,746 9,065
Pro forma tax adjustment(1)........................... 19 (52) (4) 121 (533) (1,221) 1,308
--------- --------- --------- --------- --------- --------- ---------
Pro forma net income(1)............................... $ 1,131 $ 1,466 $ 2,344 $ 4,586 $ 8,760 $ 6,525 $ 10,373
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Pro forma income per common and common equivalent
share(1)............................................ $ 0.08 $ 0.11 $ 0.16 $ 0.27 $ 0.48 $ 0.35 $ 0.52
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Weighted average common and common equivalent
shares.............................................. 13,458 13,574 14,378 16,893 18,305 18,847 20,139
OTHER DATA:
Operating income as a percentage of revenues.......... 3.7% 3.9% 4.4% 6.1% 8.0% 7.8% 9.2%
Total consultants at end of period.................... 631 826 1,191 1,502 1,897 1,799 2,567
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
----------------------------------------------------- -----------
1992 1993 1994 1995 1996 1997(2)
--------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................................................. $ 5,090 $ 6,512 $ 9,126 $ 11,009 $ 41,670 $ 51,650
Total assets.................................................... 15,202 18,213 33,589 44,430 69,722 112,072
Long-term debt, net of current portion.......................... 2,528 3,000 -- -- -- --
Long-term acquisition costs payable............................. -- -- 400 300 200 100
Stockholders' equity............................................ 5,134 6,748 20,528 25,802 58,107 92,691
</TABLE>
- ------------------------------
(1) The pro forma adjustment to income tax expense reflects the exclusion of the
one-time income tax effects related to changes in the tax status of certain
merged companies and imputes tax expense for S corporation operations that
were not subject to income taxes.
(2) Includes the mergers of TMG and TSG with the Company, which business
combinations were each accounted for as a pooling of interests.
9
<PAGE>
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has been listed on the New York Stock Exchange
under the symbol "CBR" since June 19, 1997 and was, prior to that date, traded
on the Nasdaq National Market. The table below sets forth the high and low sales
prices per share of the Common Stock for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
1996
First Quarter........................... $ 12 1/2 $ 8 3/8
Second Quarter.......................... 17 1/8 9
Third Quarter........................... 16 7/8 9 5/8
Fourth Quarter.......................... 25 14 7/8
1997
First Quarter........................... 39 13 1/4
Second Quarter.......................... 41 3/4 29 1/4
Third Quarter........................... 34 1/4 22
Fourth Quarter.......................... 44 7/8 22
1998
First Quarter (through July 21, 1997)... 38 3/4 33 1/8
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange on July 21, 1997 was $35.5625 per share. As of June 30, 1997, the
Company estimates that it had approximately 6,600 beneficial stockholders.
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently intends to retain future earnings for use in the
operation and expansion of its business and therefore does not anticipate paying
cash dividends in the foreseeable future.
10
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus relates to 5,000,000 shares of Common Stock that may be
offered and issued by the Company from time to time in connection with future
acquisitions of other businesses or properties, or securities of other
businesses, by CIBER. This Prospectus, as amended or supplemented, if necessary,
also relates to certain shares of Common Stock which may be resold or reoffered
by persons who acquired such shares pursuant to this Prospectus.
CIBER intends to concentrate its acquisitions in areas related to the
current business of CIBER. If the opportunity arises, however, CIBER may attempt
to make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between CIBER and the owners or controlling persons of businesses
or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the shares of Common
Stock issued in any such acquisition will be valued at a price reasonably
related to the market value of the Common Stock either at the time of agreement
on the terms of an acquisition or at or about the time of delivery of the
shares.
It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under this
Prospectus. However, finders' fees or brokers' commissions may be paid from time
to time in connection with specific acquisitions, and such fees may be paid
through the issuance of shares of Common Stock covered by this Prospectus. Any
person receiving such a fee may be deemed to be an underwriter within the
meaning of the Securities Act.
The sale of all or a portion of the shares of Common Stock offered hereby by
the Selling Stockholders may be effected from time to time on the New York Stock
Exchange at prevailing prices at the time of such sales, at prices related to
such prevailing prices or at negotiated prices. The Selling Stockholders may
sell all or a portion of the shares offered hereby in private transactions or in
the over-the-counter market at prices related to the prevailing prices of the
shares on the New York Stock Exchange.
The Selling Stockholders may effect such transactions by selling to or
through one or more broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders. The Selling Stockholders and any broker-dealers
that participate in the distribution may under certain circumstances be deemed
to be underwriters within the meaning of the Securities Act, and any commissions
received by such broker-dealers and any profits realized on the resale of shares
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. The Company and the Selling Stockholders may agree to indemnify
such broker-dealers against certain liabilities, including liabilities under the
Securities Act. In addition, the Company may agree to indemnify the Selling
Stockholders and any underwriter with respect to the shares of Common Stock
offered hereby against certain liabilities, including, without limitation,
certain liabilities under the Securities Act, or, if such indemnity is
unavailable to contribute toward amounts required to be paid in respect of such
liabilities.
11
<PAGE>
To the extent required under the Securities Act, a supplemental prospectus
will be filed, disclosing (a) the name of any Selling Stockholders, (b) the name
of any such broker-dealers, (c) the number of shares involved, (d) the price at
which such shares are to be sold, (e) the commissions paid or discounts or
concessions allowed to such broker-dealer, where applicable, (f) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus, as supplemented, and (g)
other facts material to the transaction.
There is no assurance that any of the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereby.
The Company may agree to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock offered hereby,
except that the Selling Stockholders shall be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer and
sale of such shares.
The Company may agree to keep the Registration Statement relating to the
offering and sale by the Selling Stockholders of the shares of Common Stock
continuously effective until a fixed date or such earlier date as such shares of
Common Stock may be resold without registration under the provisions of the
Securities Act.
SELLING STOCKHOLDERS
The Selling Stockholders may sell the shares of Common Stock offered hereby
from time to time and may choose to sell less than all or none of such shares.
VALIDITY OF COMMON STOCK
The validity of the Common Stock to be offered hereby will be passed upon
for the Company by Davis, Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
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 appearing in the Company's Annual Report on Form 10-K
for the year ended June 30, 1996, filed with the Commission on September 27,
1996, and in the Current Report on Form 8-K, filed with the Commission on
December 12, 1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated herein by reference, and
upon the authority of said firm as experts in auditing and accounting.
12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THE INFORMATION HEREIN OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Documents Incorporated by Reference....................................... 2
The Company............................................................... 4
Risk Factors.............................................................. 5
Selected Consolidated Financial Data...................................... 9
Price Range of Common Stock............................................... 10
Dividend Policy........................................................... 10
Plan of Distribution...................................................... 11
Selling Stockholders...................................................... 12
Validity of Common Stock.................................................. 12
Experts................................................................... 12
</TABLE>
5,000,000 SHARES
CIBER, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
JULY 23, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws and Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") 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 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 another corporation 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 Company's
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 offer or director actually or
reasonably incurred. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------
<C> <S>
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)
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1)
24 Power of Attorney (included on the signature page filed herewith)
</TABLE>
II-1
<PAGE>
- ------------------------
(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.
(b) Financial Statement Schedules
Schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable and therefore have been
omitted.
(c) Reports, Opinions and Appraisals Materially Relating to the Transaction.
Not Applicable.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) 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 of 1933, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
II-2
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
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 registrant 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 Act and will be governed by the
final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
Company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(f) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(g) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (f) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on July 20, 1997.
CIBER, INC.
a Delaware corporation
By: /s/ BOBBY G. STEVENSON
-----------------------------------------
Bobby G. Stevenson
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
SECRETARY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Bobby G. Stevenson and Mac J. Slingerlend,
or either of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, 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, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman, Chief Executive
/s/ BOBBY G. STEVENSON Officer and Secretary
- ------------------------------ (Principal Executive July 20, 1997
Bobby G. Stevenson Officer)
/s/ MAC J. SLINGERLEND President, Chief Operating
- ------------------------------ Officer, Treasurer and July 20, 1997
Mac J. Slingerlend Director
Executive Vice President,
/s/ RICHARD A. MONTONI Chief Financial Officer
- ------------------------------ and Director (Principal July 20, 1997
Richard A. Montoni Financial Officer)
Vice President, Chief
/s/ CHRISTOPHER LOFFREDO Accounting Officer
- ------------------------------ (Principal Accounting July 20, 1997
Christopher Loffredo Officer)
- ------------------------------ Director July , 1997
James A. Rutherford
- ------------------------------ Director July , 1997
James A. Spira
/s/ ROY L. BURGER
- ------------------------------ Director July 20, 1997
Roy L. Burger
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ----------- ------------------------------------------------------------------------------------------------- -----
<C> <S> <C>
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)
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1)
24 Power of Attorney (included on the signature page filed herewith)
</TABLE>
- ------------------------
(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.
<PAGE>
EXHIBIT 5.1
July 23, 1997
CIBER, Inc.
5251 DTC Parkway
Suite 1400
Englewood, Colorado 80111
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 (the "Registration
Statement") to be filed by CIBER, Inc. (the "Company") with the Securities and
Exchange Commission on July 23, 1997, in connection with the registration by the
Company of up to 5,000,000 shares of the Company's common stock, $.01 par value
per share (the "Shares") that may be offered and sold by the Company from time
to time in connection with acquisitions of other businesses or properties by the
Company. As your counsel in connection with this transaction, we have examined
the proceedings proposed to be taken in connection with said offer and sale of
the Shares, and such other matters and documents as we have deemed necessary or
relevant as a basis for this opinion.
Based on these examinations, it is our opinion that, subject to completion
of the proceedings being taken and which will be required to be taken prior to
any sale and issuance of Shares, such Shares when offered and sold in the manner
contemplated herein and by the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading of "Legal Matters."
Very truly yours,
Davis, Graham & Stubbs LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
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, shareholders' 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 and to the reference to our
firm under the heading 'Experts' in the prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
July 17, 1997
