CIBER INC, S-3/A, 1997-01-10

CIBER INC
S-3/A, 1997-01-10
COMPUTER PROGRAMMING SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1997

REGISTRATION NO. 333-17713

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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CIBER, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7379 38-2046833
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
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)

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COPIES TO:

J. JUSTYN SIRKIN, ESQ. MARK A. BERTELSEN, ESQ.
N. ANTHONY JEFFRIES, ESQ. ANN YVONNE WALKER, ESQ.
DAVIS, GRAHAM & STUBBS LLP ROBERT M. TARKOFF, ESQ.
370 SEVENTEENTH STREET, SUITE 4700 WILSON SONSINI GOODRICH & ROSATI
DENVER, COLORADO 80202 PROFESSIONAL CORPORATION
(303) 892-9400 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /

------------------------

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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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 10, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

1,450,000 SHARES

[LOGO]

COMMON STOCK
------------------

Of the 1,450,000 shares of Common Stock, par value $.01 per share (the
"Common Stock") of CIBER, Inc., a Delaware corporation ("CIBER" or the
"Company"), offered hereby (the "Offering"), 450,000 shares are being sold by
the Company and 1,000,000 shares are being sold by certain stockholders of the
Company (the "Selling Stockholders"). See "Principal and Selling Stockholders."
The Company will not receive any proceeds from the sale of the shares of Common
Stock being sold by the Selling Stockholders.

The Common Stock is traded on the Nasdaq National Market under the symbol
"CIBR." On January 9, 1997, the last reported sale price of the Common Stock was
$31.75 per share. See "Price Range of Common Stock."

------------------------

SEE "RISK FACTORS" COMMENCING ON PAGE 6 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.

<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS(2)
<S> <C> <C> <C> <C>
Per Share.................. $ $ $ $
Total(3)................... $ $ $ $
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting expenses of the Offering payable by the Company and the
Selling Stockholders estimated at $400,000 and $16,000, respectively.

(3) The Company has granted the several Underwriters an option to purchase up to
an additional 217,500 shares of Common Stock, on the same terms as set forth
above, solely to cover over-allotments, if any. If such option is exercised
in full, the total Price to Public, Underwriting Discount, Proceeds to
Company and Proceeds to Selling Stockholders will be $ , $ ,
$ and $ , respectively. See "Underwriting."

------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York, on or
about , 1996.

------------------------

MERRILL LYNCH & CO.
HANIFEN, IMHOFF INC.

J.P. MORGAN & CO.

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The date of this Prospectus is , 1997

<PAGE>
[PHOTO INSERT]

[The page is divided into three sections. The first section consists of a
graphical depiction of the earth surrounded by various words relating to the
Company's business such as "solutions," "data," "people," "integration" and
similar words. The middle section contains the statement "CIBER, Inc. 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, millenium date change conversion services and networking
procurement and engineering services." The bottom section consists of five logos
representing the various business divisions of CIBER.

CIBER-REGISTERED TRADEMARK- AND BIT-REGISTERED TRADEMARK- ARE REGISTERED
SERVICE MARKS OF THE COMPANY. SERVICE MARKS AND TRADEMARKS OF OTHER COMPANIES
ARE ALSO USED IN THIS PROSPECTUS.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON
STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITING."

<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE HEREIN. ALL REFERENCES TO A PARTICULAR "FISCAL YEAR"
SHALL REFER TO THE 12 MONTHS ENDED JUNE 30 OF THE YEAR REFERENCED. ALL
CONSOLIDATED FINANCIAL INFORMATION CONTAINED HEREIN HAS BEEN RESTATED TO GIVE
RETROACTIVE EFFECT TO THE SEPTEMBER 1996 MERGER OF SPECTRUM TECHNOLOGY GROUP,
INC. WITH THE COMPANY, WHICH BUSINESS COMBINATION WAS ACCOUNTED FOR AS A POOLING
OF INTERESTS. FOR RECENT BUSINESS COMBINATIONS AND OTHER DEVELOPMENTS, SEE
"RECENT DEVELOPMENTS." AS USED IN THIS PROSPECTUS, THE TERM "ACQUISITION" REFERS
TO BUSINESS COMBINATIONS ACCOUNTED FOR AS A PURCHASE AND THE TERM "MERGER"
REFERS TO BUSINESS COMBINATIONS ACCOUNTED FOR AS A POOLING OF INTERESTS. EXCEPT
WHERE OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES
THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT EXERCISED. ALL REFERENCES TO
THE "COMPANY" REFER TO CIBER, INC. AND ITS SUBSIDIARIES UNLESS OTHERWISE
INDICATED. INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET FORTH UNDER
THE HEADING "RISK FACTORS."

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 services 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, millenium 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 software. CNSI serves clients in the areas of local-area and
wide-area networking, including design, procurement, installation, testing and
maintenance.

The Company's strategy is to expand its business by continuing to build
long-term relationships with major clients based on high-quality information
technology services tailored to meet client needs and strategies, as well as by
continuing to evaluate the acquisition of complementary businesses. The
Company's traditional time and material application software programming
services are evolving to include a comprehensive array of management consulting,
system design, development, integration, implementation and project management
services.

The Company markets its services through a direct sales force that targets
large corporations relying on outside firms to satisfy information technology
requirements. The primary focus of the sales and marketing effort is to
cultivate long-term client relationships that result in the ongoing utilization
of the Company's services throughout an enterprise.

The Company currently services its clients through a nationwide network of
39 offices in 21 states, plus two foreign offices. The Company currently employs
approximately 2,800 employees, approximately 2,400 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.

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The Company began operations in 1974. In the mid-1980s, the Company
initiated a growth strategy that included expanding its range of
computer-related services, developing a professional sales force and selectively
acquiring established companies. Since fiscal 1992, the Company's revenues have
increased from $58.7 million to $172.2 million in fiscal 1996, a compound annual
growth rate of 31%. Additionally, pro forma net income increased from $1.1
million in fiscal 1992 to $8.8 million in fiscal 1996, a compound annual growth
rate of 67%.

The Company's principal executive office is located at 5251 DTC Parkway,
Suite 1400, Englewood, Colorado 80111 and its telephone number at such address
is (303) 220-0100.

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered:
By the Company(1).......................... 450,000 Shares
By the Selling Stockholders(1)............. 1,000,000 Shares
Total Common Stock Offered(1)................ 1,450,000 Shares

Common Stock Outstanding after the 19,125,016 Shares
Offering(2)................................

Use of Proceeds to the Company............... To fund expansion of the Company, including
the potential acquisition of businesses, and
for general corporate purposes. See "Use of
Proceeds."

Nasdaq National Market Symbol................ "CIBR"
</TABLE>

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(1) Assumes the Underwriters' over-allotment option to purchase up to 217,500
shares of Common Stock from the Company is not exercised. See
"Underwriting."

(2) Based on 18,675,016 shares of Common Stock outstanding at December 2, 1996.
Excludes 2,510,365 shares of Common Stock issuable pursuant to outstanding
stock options, 1,486,700 of which are currently exercisable.

RECENT DEVELOPMENTS

Subsequent to September 30, 1996, the Company has completed the three
following business combinations:

TECHNOLOGY MANAGEMENT GROUP, INC. ("TMG"). On November 26, 1996, TMG merged
with a subsidiary of the Company. The business combination will be accounted for
as a pooling of interests. The Company issued 242,176 shares of its Common Stock
and granted options to purchase 163,003 shares of Common Stock (at an aggregate
exercise price of $547,000), in exchange for all of the outstanding common stock
and the cancellation of stock options of TMG. TMG, located in Seattle,
Washington, provides consulting services similar to the Company's CIS division.
The merger with TMG provides the Company with its first office in the northwest
United States.

TECHNICAL SUPPORT GROUP ("TSG"). On November 27, 1996, TSG merged with a
subsidiary of the Company. This business combination will be accounted for as a
pooling of interests. The Company issued 370,373 shares of Common Stock and
assumed all of TSG's liabilities in exchange for all of the assets of TSG. TSG,
located in Chicago, Illinois, provides consulting services similar to the
Company's CIS division. The merger with TSG provides the Company with its first
CIS division office in the Chicago, Illinois metropolitan area.

CIBER NETWORK SERVICES, INC. ("CNSI"). On December 2, 1996, the Company
acquired CNSI 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 net liabilities of approximately $800,000,
resulting in a total purchase price of approximately $4.5 million. Furthermore,
contingent consideration of up to an additional $2.6 million will be paid to the
sellers if CNSI achieves certain performance objectives in each of the 12 month
periods ending October 31, 1997, 1998 and 1999. The acquisition will be
accounted for as a purchase. CNSI was purchased primarily from affiliates of the
Company. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and "Certain Relationships and Related
Transactions." See also Note 9 of Notes to Consolidated Financial Statements.

4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

The following table sets forth summary consolidated financial data of the
Company that is derived from the Consolidated Financial Statements of the
Company. The data should be read in conjunction with the Consolidated Financial
Statements and related Notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------------------- --------------------
1992(1) 1993(1) 1994(1) 1995(1) 1996(1) 1995(1) 1996
--------- --------- --------- ---------- ---------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 58,662 $ 70,461 $ 87,933 $ 130,458 $ 172,151 $ 38,258 $ 49,489
Operating income....................... 2,187 2,720 3,889 7,901 13,827 3,167 4,288
Net income............................. 1,112 1,518 2,348 4,465 9,293 1,921 1,634
Pro forma net income(2)................ 1,131 1,466 2,344 4,586 8,760 1,871 2,603
Pro forma income per common and common
equivalent share(2).................. $ 0.08 $ 0.11 $ 0.16 $ 0.27 $ 0.48 $ 0.11 $ 0.14
Weighted average common and common
equivalent shares.................... 13,458 13,574 14,378 16,893 18,305 17,200 19,069
OTHER DATA:
Operating income as a percentage of
revenues............................. 3.7% 3.9% 4.4% 6.1% 8.0% 8.3% 8.7%
Total consultants at end of period..... 631 826 1,191 1,502 1,897 1,579 2,020
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------
ACTUAL AS ADJUSTED(3)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital...................................................................... $ 40,230 $ 53,367
Total assets......................................................................... 76,909 90,046
Long-term liabilities................................................................ 200 200
Stockholders' equity................................................................. 61,477 74,614
</TABLE>

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(1) Restated to reflect the merger of Spectrum with the Company that was
accounted for as a pooling of interests.

(2) Pro forma net income 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.

(3) Adjusted to reflect the sale of 450,000 shares of Common Stock offered by
the Company at an estimated offering price of $31.75 per share and the
application of the estimated net proceeds therefrom. See "Use of Proceeds"
and "Capitalization."

5
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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
December 1996, the Company completed twelve business combinations. See "Summary
- -- Recent Developments." 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. See "Business -- Recent Developments and --
Business Combinations."

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 operations. See "Business --
Offices."

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 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. See "Business -- Consultant
Recruitment."

DEPENDENCE ON SIGNIFICANT RELATIONSHIPS; ABSENCE OF LONG-TERM CONTRACTS

The Company's five largest clients accounted for 28% of the Company's total
revenues for the fiscal year ended June 30, 1996. AT&T Corp. ("AT&T"), the
Company's largest client, accounted for approximately 12% of the Company's total
revenues in fiscal 1996. 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

6
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their use of the Company's services under such contracts without penalty. The
termination or significant reduction of its business relationship with any of
its significant clients would have a material adverse effect on the Company. See
"Business -- Client Agreements."

Additionally, the Company has a significant relationship with PeopleSoft,
both as a client and as an implementation partner. In fiscal 1996, the Company
derived 15% 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. See
"Business -- Clients."

MANAGEMENT OF A LARGE AND RAPIDLY CHANGING 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. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Business Combinations."

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. See "Business --
Clients."

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

7
<PAGE>
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. See "Business -- Competition."

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 outsourcing their business to competitors in
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. See "Business -- Competition."

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.

8
<PAGE>
BENEFITS OF THE OFFERING TO MANAGEMENT

The completion of the Offering made by this Prospectus will benefit certain
members of the Company's management directly through the sale of an aggregate of
844,077 shares (representing approximately 12% of the outstanding shares
beneficially owned by all executive officers and directors as a group) at a
large gain, as follows: Bobby G. Stevenson, Chief Executive Officer, 673,077
shares and John B. Maitland, Jr., Vice President, 171,000 shares. Based on an
estimated public offering price of $31.75 per share, the shares being sold by
management have an aggregate market value of approximately $26.8 million.

CONTROL BY CURRENT STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

Upon completion of the Offering, Bobby G. Stevenson, the Company's Chairman
and Chief Executive Officer will own beneficially 6,004,311 shares of Common
Stock, representing 31% 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. See
"Principal and Selling Stockholders." In addition, certain officers 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. See "Summary -- Recent Developments," "Certain Relationships and
Related Transactions" and Note 9 of Notes to Consolidated Financial Statements.

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Amended and Restated Certificate of Incorporation (the
"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.

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.
See "Price Range of Common Stock."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock after this Offering,
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. Upon completion of this

9
<PAGE>

Offering, the Company will have approximately 19.1 million shares outstanding
(approximately 19.3 million shares if the Underwriters' over-allotment option is
exercised in full). Of these shares, the 1,450,000 shares offered hereby
(1,667,500 shares if the Underwriters' over-allotment option is exercised in
full), together with approximately 9.9 million shares currently traded in the
public market and not subject to contractual restrictions, are freely tradeable
without restriction. The remaining 7.8 million shares are subject to securities
law or contractual restrictions on sale (the "Restricted Shares"). A number of
such Restricted Shares were issued in recent mergers consummated after September
30, 1996. An aggregate of 427,578 Restricted Shares held by affiliates of the
combined companies in such mergers will become available for sale in the public
market without significant restrictions upon public release by the Company of
certain results of operations financial information for the quarter ending
December 31, 1996, which release is expected to occur on or about January 15,
1997. Beginning 90 days after the date of this Prospectus, approximately 6.2
million Restricted Shares will become eligible for sale in the public market
(subject to certain volume limitations imposed by Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act")) upon the expiration of lock-up
agreements entered into by all executive officers and directors of the Company
in connection with this Offering.

In addition, the Company has agreed that, under certain circumstances
(including expiration of the 90-day lock-up period), it will register for resale
under the Securities Act up to a total of approximately 547,567 shares of Common
Stock previously issued in conjunction with certain acquisitions. Exercise of
such registration rights could involve a substantial expense to the Company and
may be a hindrance to future equity financings by the Company.

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."

------------------------

CERTAIN STATEMENTS CONTAINED IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS," SUCH AS STATEMENTS CONCERNING
RECENT OR FUTURE ACQUISITIONS, CIBR2000, CONTINUED ACCEPTANCE AND GROWTH OF
PEOPLESOFT SOFTWARE AND DEPENDENCE ON SIGNIFICANT CLIENTS, CERTAIN STATEMENTS
CONTAINED IN "BUSINESS," SUCH AS STATEMENTS CONCERNING THE COMPANY'S BUSINESS
STRATEGY AND INDUSTRY BACKGROUND, AND OTHER STATEMENTS CONTAINED HEREIN
REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS OR STATEMENTS OF CURRENT STATUS
ARE FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT);
AND BECAUSE SUCH STATEMENTS INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED ABOVE.

10
<PAGE>
PRICE RANGE OF COMMON STOCK

The Common Stock is quoted and traded on the Nasdaq National Market under
the symbol "CIBR." The table below sets forth the high and low intra-day prices
per share of the Common Stock on the Nasdaq National Market for the periods
indicated.

<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
1995
First Quarter..................................... $ 4 9/16 $ 4 1/16
Second Quarter.................................... 5 9/16 4
Third Quarter..................................... 8 3/8 4 9/16
Fourth Quarter.................................... 9 6 1/4

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 (through January 9, 1997)........... 32 29 1/2
</TABLE>

The last reported sale price of the Common Stock on the Nasdaq National
Market on January 9, 1997 was $31.75 per share. As of November 30, 1996, the
Company estimates that it had approximately 8,500 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.

11
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company after deducting the estimated underwriting
discount and estimated offering expenses from the sale of the Common Stock being
offered by the Company are estimated to be $13.1 million ($19.7 million if the
Underwriters' over-allotment option is exercised in full), assuming an offering
price of $31.75 per share. The Company anticipates that the net proceeds of this
Offering will be used primarily for the following purposes: (i) to fund the
expansion of the Company, including the potential acquisition of complementary
businesses that may, depending on acquisition opportunities, utilize all
proceeds, and (ii) to the extent any proceeds remain, for general corporate
purposes. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources." The Company does not
currently have any agreements, arrangements or understandings with respect to
the acquisition of any material business. Pending such uses, the Company intends
to invest the net proceeds from this offering in investment grade, short-term,
interest-bearing securities.

The Company will not receive any of the proceeds from the sale of Common
Stock by the Selling Stockholders.

CAPITALIZATION

The table below sets forth the capitalization of the Company as of September
30, 1996 and as adjusted to give effect to the sale of 450,000 shares of Common
Stock offered by the Company at an estimated offering price of $31.75 per share,
net of the estimated underwriting discount and estimated offering expenses, and
the application of the estimated net proceeds therefrom. See "Use of Proceeds."

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
----------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
Long-term acquisition costs payable........................................... $ 200 $ 200
Stockholders' equity:
Preferred Stock ($.01 par value per share) 5,000,000 shares authorized; no
shares outstanding........................................................ -- --
Common Stock ($.01 par value per share) 40,000,000 shares authorized;
17,935,000 shares issued and outstanding; 18,385,000 shares issued and
outstanding as adjusted(1)................................................ 179 184
Additional paid-in capital.................................................. 41,102 54,234
Retained earnings........................................................... 20,196 20,196
--------- -----------
Total stockholders' equity................................................ 61,477 74,614
--------- -----------
Total capitalization.................................................... $ 61,677 $ 74,814
--------- -----------
--------- -----------
</TABLE>

- ------------------------

(1) Excludes 2,272,024 shares of Common Stock issuable pursuant to outstanding
stock options at September 30, 1996, 1,340,559 of which were exercisable.
See "Management."

12
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected Statement 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, included elsewhere herein. The selected
Statement of Operations Data for the fiscal years ended June 30, 1992 and 1993
and for the three months ended September 30, 1995 and 1996 and the selected
Balance Sheet Data as of June 30, 1992, 1993 and 1994 and as of September 30,
1996 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. All periods presented reflect the merger of Spectrum with the
Company, which business combination has been accounted for as a pooling of
interests. The selected financial data should be read in conjunction with the
Consolidated Financial Statements, including the related Notes thereto, included
elsewhere herein. See also "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business -- Business Combinations."

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1992(1) 1993(1) 1994(1) 1995(1) 1996(1) 1995(1) 1996
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $ 58,662 $ 70,461 $ 87,933 $ 130,458 $ 172,151 $ 38,258 $ 49,489
Salaries, wages and other direct
costs................................. 39,453 48,131 60,200 89,334 118,458 26,000 33,431
Selling, general and administrative
expenses.............................. 16,447 18,961 23,154 30,771 37,188 8,654 10,656
Amortization of intangible assets....... 575 649 690 1,377 1,777 437 517
Merger costs............................ -- -- -- 1,075 901 -- 597
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating income........................ 2,187 2,720 3,889 7,901 13,827 3,167 4,288
Interest (expense)/income, net.......... (291) (341) (190) (228) 454 (88) 212
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes.............. 1,896 2,379 3,699 7,673 14,281 3,079 4,500
Income tax expense...................... 784 861 1,351 3,208 4,988 1,158 2,866
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income.............................. 1,112 1,518 2,348 4,465 9,293 1,921 1,634
Pro forma tax adjustment(2)............. 19 (52) (4) 121 (533) (50) 969
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pro forma net income(2)................. $ 1,131 $ 1,466 $ 2,344 $ 4,586 $ 8,760 $ 1,871 $ 2,603
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pro forma income per common and common
equivalent share(2)................... $ 0.08 $ 0.11 $ 0.16 $ 0.27 $ 0.48 $ 0.11 $ 0.14
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Weighted average common and common
equivalent shares..................... 13,458 13,574 14,378 16,893 18,305 17,200 19,069
OTHER DATA:
Operating income as a percentage of
revenues.............................. 3.7% 3.9% 4.4% 6.1% 8.0% 8.3% 8.7%
Total consultants at end of period...... 631 826 1,191 1,502 1,897 1,579 2,020
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
-------------------------------------------------------------- SEPTEMBER 30,
1992(1) 1993(1) 1994(1) 1995(1) 1996(1) 1996
---------- ---------- ---------- ---------- ---------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................. $ 5,090 $ 6,512 $ 9,126 $ 11,009 $ 41,670 $ 40,230
Total assets................................. 15,202 18,213 33,589 44,430 69,722 76,909
Long-term debt, net of current portion....... 2,528 3,000 -- -- -- --
Long-term acquisition costs payable.......... -- -- 400 300 200 200
Stockholders' equity......................... 5,134 6,748 20,528 25,802 58,107 61,477
</TABLE>

- --------------------------
(1) Restated to reflect the merger of Spectrum with the Company that was
accounted for as a pooling of interests.

(2) 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.

13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS PROSPECTUS.
WITH THE EXCEPTION OF HISTORICAL MATTERS AND STATEMENTS OF CURRENT STATUS,
CERTAIN MATTERS DISCUSSED BELOW ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM TARGETS OR PROJECTED RESULTS. FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY INCLUDE, AMONG OTHERS, THOSE FACTORS DESCRIBED IN
"RISK FACTORS." MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO
PREDICT OR CONTROL. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PUT UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH STATEMENTS HAVE BEEN MADE AS OF
THE DATE OF THIS PROSPECTUS, AND PROSPECTIVE INVESTORS SHOULD NOT INFER THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF
THAT WOULD WARRANT ANY MODIFICATION OF ANY FORWARD-LOOKING STATEMENT MADE
HEREIN. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY THESE
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.

OVERVIEW

The Company's revenues are generated from two services groups, the CIBER
Information Services group ("CIS") and the Strategic Technology Consulting group
("STC"). CIS revenues in fiscal 1996 accounted for approximately 75% of the
Company's total revenues, while STC revenues accounted for the remainder. CIS
revenues are derived from the application software development and maintenance
services that are provided from the branch offices of the CIS division and the
Company's work in millennium date change solutions under its "CIBR2000"
division. STC revenues are derived from services provided by Spectrum, BIT and
CNSI. Spectrum provides management consulting level solutions to business
problems, specifically in the areas of data warehousing, modeling and enterprise
architecture. Spectrum also has responsibility for the Company's Microsoft-based
technology consulting now known as Spectrum NT. BIT provides package software
implementation services, primarily for customers of PeopleSoft. CNSI provides a
wide range of local-area and wide-area network solutions, from design and
procurement to installation and maintenance, with services including Internet
and intranet connectivity.

The Company's operating income as a percentage of revenues increased to 8.0%
in fiscal 1996 from 3.7% in fiscal 1992. Excluding merger costs related to
pooling of interests business combinations, fiscal 1996 and 1995 operating
income as a percentage of revenues were 8.6% and 6.9%, respectively. This
improvement in operating margins was due to a substantial reduction in selling,
general and administrative expenses as a percentage of revenues, partially
offset by increased pricing pressures and increases in direct costs.

BUSINESS COMBINATIONS

Over the past several years, the Company has grown significantly through
mergers and acquisitions, as well as through internal growth. Growth from
internal operations (measured in terms of number of employees) has averaged
approximately 22% per year since fiscal 1992 and was 23% in fiscal 1996. The
Company's acquisitions involve the capitalization of intangible assets, which
intangible assets are generally amortized over two to 15 years for financial
reporting purposes and 15 years for tax purposes, provided that the acquisition
is not a tax-free reorganization. In the event of a tax-free reorganization, the
Company may not be able to amortize goodwill for income tax purposes. In
addition, the Company's consolidated financial statements include the results of
operations of each acquired business since the date of acquisition. Mergers
result in a one-time charge in the period in which the transaction is completed
for costs associated with the business combination. In addition, selling,
general and administrative expenses may vary as a percentage of revenues
depending on the fluctuations in the selling, general and administrative
expenses of merged companies, if any, during any given period. The Company's
consolidated financial statements are restated for all periods prior to the
merger to include the results of operations, financial position and cash flows
of the merged company.

14
<PAGE>
Since its initial public offering in March 1994 and through September 30,
1996, the Company has completed the following acquisitions: C.P.U., Inc.
("CPU"), June 1994; Interface Systems, Inc. ("ISI"), January 1995; the Minnesota
Branch of Broadway & Seymour, Inc. (the "Minnesota Branch"), September 1995;
OASYS, Inc. (the "Columbus Branch"), March 1996; and the Business Systems
Developments division of DataFocus ("Spectrum NT"), July 1996. In addition,
during the same period the Company completed the following mergers: Spencer &
Spencer Systems, Inc. ("SSSI"), May 1995; Business Information Technology, Inc.,
June 1995; Practical Business Solutions, Inc. ("PBSI"), May 1996; and Spectrum
Technology Group, Inc., September 1996. Since September 30, 1996, the Company
has completed the three following business combinations:

TECHNOLOGY MANAGEMENT GROUP, INC. ("TMG"). On November 26, 1996, TMG merged
with a subsidiary of the Company. The business combination will be accounted for
as a pooling of interests. The Company issued 242,176 shares of its Common Stock
and granted options to purchase 163,003 shares of Common Stock (at an aggregate
exercise price of approximately $547,000), in exchange for all of the
outstanding common stock and the cancellation of stock options of TMG.

TECHNICAL SUPPORT GROUP, INC. ("TSG"). On November 27, 1996, TSG merged
with a subsidiary of the Company. This business combination will be accounted
for as a pooling of interests. The Company issued 370,373 shares of Common Stock
and assumed TSG's liabilities in exchange for all of the assets of TSG.

CIBER NETWORK SERVICES, INC. ("CNSI"). On December 2, 1996, the Company
acquired CNSI for which it paid 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.
Approximately $898,000 of liabilities assumed were notes payable by CNSI to
Bobby G. Stevenson and members of his family. This debt was paid in its entirety
at closing. Additionally, contingent consideration of up to an additional $2.6
million will be paid to the sellers if CNSI achieves certain performance
objectives in each of the 12-month periods ending October 31, 1997, 1998 and
1999. The contingent consideration, if earned, will be payable at the sellers'
option in Common Stock, at the then prevailing market price for Common Stock, or
in cash. This acquisition will be accounted for as a purchase. The Company will
record goodwill of approximately $4.5 million, which will be amortized over 15
years. Any contingent consideration paid will be accounted for as additional
goodwill. For income tax purposes this acquisition was a non-taxable
transaction. See "Summary -- Recent Developments," "Business -- Business
Combinations," "Certain Relationships and Related Transactions" and Note 9 of
Notes to Consolidated Financial Statements. The accompanying consolidated
financial information has not been restated to reflect the TMG and the TSG
poolings of interests in November 1996 and also does not reflect the purchase of
CNSI in December 1996.

The following unaudited pro forma information has been prepared assuming
that the TMG and TSG mergers had taken place at the beginning of the respective
periods presented. The pro forma information does not include merger costs of
approximately $625,000 that will be recorded in the three months ending December
31, 1996 as a result of the TMG and TSG mergers. The pro forma information does
not reflect the acquisition of CNSI. Results for the three months ended
September 30, 1996 are not necessarily indicative of results for the year ending
June 30, 1997.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
JUNE 30, 1996 SEPTEMBER 30, 1996
------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C>
Revenues................................................................. $ 187,653 $ 54,030
Pro forma net income..................................................... 9,288 2,727
Pro forma income per common share........................................ $ 0.49 $ 0.14
</TABLE>

Had the acquisition of CNSI occurred at the beginning of the respective
periods presented, revenues would have been increased by approximately $18.3
million and $5.2 million for the year ended June 30, 1996 and for the three
months ended September 30, 1996, respectively. The effects on pro forma net
income and pro forma income per common share would not have been material.

15
<PAGE>
RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, certain items
from the Company's consolidated statements of operations, included elsewhere
herein, expressed as a percentage of revenues and percentage change in the
dollar amount of such items compared to the prior year:

<TABLE>
<CAPTION>
PERCENTAGE INCREASE (DECREASE)
---------------------------------
PERCENTAGE OF REVENUES THREE
---------------------------------------------------- MONTHS
THREE MONTHS TO
ENDED THREE
YEAR ENDED JUNE 30, SEPTEMBER 30, YEAR TO YEAR MONTHS
------------------------------ ------------------- --------------------- ---------
1994 1995 1996 1995 1996 1994:1995 1995:1996 1995:1996
-------- -------- -------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................ 100.0% 100.0% 100.0% 100.0% 100.0% 48.4% 32.0% 29.4%
Salaries, wages and other direct
costs............................. 68.5 68.4 68.8 68.0 67.6 48.4 32.6 28.6
Selling, general and administrative
expenses.......................... 26.3 23.6 21.6 22.6 21.5 32.9 20.9 23.1
Amortization of intangible assets... .8 1.1 1.1 1.1 1.0 99.6 29.0 18.3
Merger costs........................ -- .8 .5 -- 1.2 -- -- --
-------- -------- -------- -------- --------
Operating income.................... 4.4 6.1 8.0 8.3 8.7 103.2 75.0 35.4
Interest (expense)/income, net...... (.2) (.2) .3 (.3) .4 20.0 -- --
-------- -------- -------- -------- --------
Income before income taxes.......... 4.2 5.9 8.3 8.0 9.1 107.4 86.1 46.2
Income tax expense.................. 1.5 2.5 2.9 3.0 5.8 137.5 55.5 147.5
-------- -------- -------- -------- --------
Net income.......................... 2.7% 3.4% 5.4% 5.0% 3.3% 90.2 108.1 (14.9)
-------- -------- -------- -------- --------
Pro forma net income................ 2.7% 3.5% 5.1% 4.9% 5.3% 95.6 91.0 39.1
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995

The Company's total revenues for the three months ended September 30, 1996
increased 29.4% to $49.5 million from $38.3 million for the three months ended
September 30, 1995. For the three months ended September 30, 1996, CIS revenues
increased 27.7% to $36.4 million from $28.5 million for the three months ended
September 30, 1995 and STC revenues increased 34.2% to $13.1 million from $9.8
million for the three months ended September 30, 1995. CIS revenues accounted
for 73.5% and 74.4% of total revenues for the three months ended September 30,
1996 and 1995, respectively. The increase in the Company's CIS revenues was
derived primarily from increases in hours billed and, to a lesser extent, an
increase in average billing rates. The increase in hours billed was due
primarily to internal growth in branch offices and the inclusion of operations
of the Minnesota Branch and the Columbus Branch for the three months ended
September 30, 1996 versus only one month for the Minnesota Branch for the three
months ended September 30, 1995. These acquired branches accounted for
approximately $1.4 million of additional revenues for the three months ended
September 30, 1996 as compared to 1995. STC revenues have increased primarily
due to increased volume of customers implementing PeopleSoft software, increased
national management consulting level sales, increased project responsibilities
for existing clients and the acquisition of Spectrum NT in July 1996.

Salaries, wages and other direct costs, consisting primarily of consultant
wages, payroll taxes, benefits and related costs, increased 28.6% to $33.4
million (67.6% of revenues) for the three months ended September 30, 1996 from
$26.0 million (68.0% of revenues) for the three months ended September 30, 1995.

Selling, general and administrative expenses increased 23.1% to $10.7
million (21.5% of revenues) for the three months ended September 30, 1996 from
$8.7 million (22.6% of revenues) for the three months ended September 30, 1995.
This decrease as a percentage of revenues was due primarily to the Company's
ability to spread fixed costs over greater revenues.

Amortization of intangible assets, consisting primarily of goodwill, client
lists and non-compete agreements, increased 18.3% to $517,000 for the three
months ended September 30, 1996 from $437,000 for the three months ended
September 30, 1995. This increase was primarily due to the Company's
acquisitions during the first quarter of fiscal 1997 and during fiscal 1996.

16
<PAGE>
Net interest income was $212,000 for the three months ended September 30,
1996 as compared to net interest expense of $88,000 for the three months ended
September 30, 1995. As a result of the Company's sale of Common Stock in
November 1995, the Company reduced its borrowings under its bank line of credit
and significantly increased its investment in interest earning cash equivalent
instruments.

The Company's effective tax rates were 63.7% and 37.6% for the three months
ended September 30, 1996 and 1995, respectively. The increase was primarily due
to a one-time charge of $1.2 million to income tax expense related to Spectrum's
termination of its S corporation status upon its merger with the Company and, to
a lesser extent, nondeductible merger costs, which were partially offset by
Spectrum's nontaxable S corporation income. As a result of these one-time,
merger-related tax effects and merger costs of $597,000, net income decreased to
$1.6 million for the three months ended September 30, 1996 from $1.9 million in
the corresponding period in the prior year.

The Company's pro forma net income increased 39.1% to $2.6 million (5.3% of
revenues) for the three months ended September 30, 1996 from $1.9 million (4.9%
of revenues) for the three months ended September 30, 1995. 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.

FISCAL YEAR ENDED JUNE 30, 1996 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1995

The Company's total revenues for fiscal 1996 increased 32.0% to $172.2
million from $130.5 million for fiscal 1995. In fiscal 1996, CIS revenues
increased 28.0% to $128.5 million from $100.4 million in fiscal 1995 and STC
revenues increased 45.2% to $43.7 million from $30.1 million in fiscal 1995. CIS
revenues represented 74.6% and 76.9% of total revenues in fiscal 1996 and fiscal
1995, respectively. The increase in the Company's CIS revenues was derived
primarily from increases in hours billed and, to a lesser extent, an increase in
average billing rates. The increase in hours billed was due primarily to
internal growth in branch offices, the inclusion of operations of ISI for 12
months in fiscal 1996 as compared to six months in fiscal 1995, and the
inclusion of operations of the Minnesota Branch for 10 months and the Columbus
Branch for four months in fiscal 1996. These acquisitions accounted for
approximately $6.0 million of additional revenues in fiscal 1996 as compared to
fiscal 1995. STC revenues have increased primarily due to increased volume of
customers implementing PeopleSoft software, increased national sales and
increased project responsibilities for existing clients.

Salaries, wages and other direct costs increased 32.6% to $118.5 million
(68.8% of revenues) in fiscal 1996 from $89.3 million (68.4% of revenues) in
fiscal 1995.

Selling, general and administrative expenses increased 20.9% to $37.2
million (21.6% of revenues) in fiscal 1996 from $30.8 million (23.6% of
revenues) in fiscal 1995. The decrease as a percentage of revenues was due
primarily to greater economies of scale at the administrative level of the
Company in fiscal 1996.

Amortization of intangible assets increased 29.0% to $1.8 million in fiscal
1996 from $1.4 million in fiscal 1995. This increase was due primarily to the
Company's acquisitions of each of ISI in January 1995, the Minnesota Branch in
September 1995 and the Columbus Branch in March 1996.

Merger costs of $901,000 in fiscal 1996 relate to PBSI's merger with the
Company. Merger costs of $1.1 million in fiscal 1995 relate to the mergers of
SSSI and BIT.

Net interest income was $454,000 (0.3% of revenues) in fiscal 1996 as
compared to net interest expense of $228,000 (0.2% of revenues) in fiscal 1995.
As a result of the Company's November 1995 public sale of Common Stock, the
Company reduced its borrowings under its bank line of credit and significantly
increased its investment in interest earning cash equivalent instruments.

The effective tax rates for fiscal 1996 and fiscal 1995 were 34.9% and
41.8%, respectively. The decrease was primarily attributable to a $818,000 tax
benefit resulting from Spectrum's conversion to an S corporation in fiscal 1996
and, to a lesser extent, decreased nondeductible merger costs in fiscal 1996.
Additionally, in fiscal 1996, the Company recognized $2.6 million as a direct
addition to additional paid-in

17
<PAGE>
capital and a deduction to income taxes payable from the tax benefits resulting
from the exercise of stock options. Of this amount, $1.6 million reduced income
taxes payable at June 30, 1996 and $1.0 million is included in deferred tax
assets, which will be used to reduce income taxes payable for the year ending
June 30, 1997. In fiscal 1995, the Company recognized $422,000 as a direct
addition to additional paid-in capital for the tax benefit resulting from the
exercise of stock options, which tax benefit correspondingly reduced income
taxes payable.

The Company's net income increased 108.1% to $9.3 million (5.4% of revenues)
in fiscal 1996 from $4.5 million (3.4% of revenues) in fiscal 1995. Prior to
their merger with the Company, Spectrum, PBSI and SSSI were not tax-paying
entities. The pro forma adjustment to income tax expense reflects the inclusion
of income tax expense as if Spectrum, PBSI and SSSI had been tax-paying entities
in each period prior to their merger with the Company. The pro forma adjustment
to income tax expense for the year ended June 30, 1996 reflects the exclusion of
an income tax benefit of $818,000 resulting from Spectrum's conversion to an S
corporation in fiscal 1996. The pro forma adjustment to income tax expense in
fiscal 1996 and 1995 also results in the exclusion of one-time income tax
expenses of $475,000 and $284,000, respectively, resulting from the termination
of the S corporation status of PBSI and SSSI. The pro forma adjustment to income
tax expense decreased pro forma net income to $8.8 million (5.1% of revenues) in
fiscal 1996 while increasing pro forma net income to $4.6 million (3.5% of
revenues) in fiscal 1995. See Notes 1(j) and 7 of Notes to Consolidated
Financial Statements.

FISCAL YEAR ENDED JUNE 30, 1995 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1994

The Company's total revenues for fiscal 1995 increased 48.4% to $130.5
million from $87.9 million for fiscal 1994. In fiscal 1995, CIS revenues
increased 48.9% to $100.4 million from $67.4 million in fiscal 1994 and STC
revenues increased 46.5% to $30.1 million from $20.5 million in fiscal 1994. CIS
revenues represented 76.9% and 76.6% of total revenues in fiscal 1995 and fiscal
1994, respectively. The increase in the Company's CIS revenues was derived
primarily from increases in hours billed as average billing rates remained
relatively constant in fiscal 1995. The increase in hours billed was a function
of internal growth in branch offices, the inclusion of operations of CPU for 12
months in fiscal 1995 as compared to one month in fiscal 1994 and the inclusion
of operations of ISI for the last six months of fiscal 1995. These two
acquisitions accounted for approximately $12.8 million of additional revenues in
fiscal 1995 as compared to fiscal 1994.

Salaries, wages and other direct costs increased 48.4% to $89.3 million
(68.4% of revenues) in fiscal 1995 from $60.2 million (68.5% of revenues) in
fiscal 1994.

Selling, general and administrative expenses increased 32.9% to $30.8
million (23.6% of revenues) in fiscal 1995 from $23.2 million (26.3% of
revenues) in fiscal 1994. The decrease as a percentage of revenues was due
primarily to greater efficiencies and economies of scale of the Company's
operations in fiscal 1995.

Amortization of intangible assets increased 99.6% to $1.4 million in fiscal
1995 from $690,000 in fiscal 1994. This increase was due primarily to the
Company's acquisition of CPU in June 1994 and the acquisition of ISI in January
1995.

Merger costs of $1.1 million in fiscal 1995 consist primarily of
professional fees, brokers' fees and severance payments related to the mergers
of SSSI and BIT into the Company. No merger costs were incurred in fiscal 1994.

Net interest expense increased 20.0% to $228,000 (0.2% of revenues) in
fiscal 1995 from $190,000 (0.2% of revenues) in fiscal 1994 due to overall
increased indebtedness, which indebtedness was used primarily to fund
acquisitions.

The effective tax rates for fiscal 1995 and fiscal 1994 were 41.8% and
36.5%, respectively. The increase was primarily attributable to nondeductible
merger costs and the conversion of SSSI to a taxable entity. In fiscal 1995, the
Company recognized $422,000 as a direct addition to additional paid-in capital

18
<PAGE>
and a deduction to income taxes payable from the tax benefits resulting from the
exercise of stock options, which correspondingly reduced income taxes payable.
No such benefit was obtained in fiscal 1994.

The Company's net income increased 90.2% to $4.5 million (3.4% of revenues)
in fiscal 1995 from $2.3 million (2.7% of revenues) in fiscal 1994. Prior to
their merger with the Company, PBSI and SSSI were not tax paying entities. The
pro forma adjustment to income tax expense reflects the inclusion of income tax
expense as if PBSI and SSSI had been tax paying entities in each period prior to
their merger with CIBER. The pro forma adjustment to income tax expense in
fiscal 1995 reflects the exclusion of $284,000, representing the one-time income
tax expense that resulted from termination of the S corporation status of SSSI.
The pro forma adjustment to income tax expense increased pro forma net income to
$4.6 million (3.5% of revenues) in fiscal 1995 as compared to $2.3 million (2.7%
of revenues) in fiscal 1994. See Notes 1(j) and 7 of Notes to Consolidated
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1996, the Company had $40.2 million of working capital, of
which $19.4 million was cash and cash equivalents. The Company has used
operating cash flow, its revolving line of credit and the net proceeds from
sales of Common Stock to finance working capital needs and acquisitions. The
Company believes that its operating cash flow and the availability of credit
under its bank revolving line of credit will be sufficient to finance working
capital needs through at least fiscal 1997.

Net cash provided by operating activities was $5.0 million, $2.2 million,
$636,000 and $2.2 million for the three months ended September 30, 1996 and in
fiscal 1996, 1995 and 1994, respectively. Net income excluding noncash charges
(primarily depreciation, amortization and deferred income taxes) provided cash
of $3.4 million, $10.6 million, $6.6 million and $3.4 million for the three
months ended September 30, 1996 and in fiscal 1996, 1995 and 1994, respectively.
This was partially offset by changes in operating assets and liabilities that
provided cash of $1.6 million during the three months ended September 30, 1996
while using cash of $8.4 million, $6.0 million and $1.2 million in fiscal 1996,
1995 and 1994, respectively. Changes in operating assets and liabilities have
used significant amounts of cash in fiscal 1996 and 1995 primarily because the
Company's accounts receivable increased 32.9% and 45.8%, respectively, as a
result of the Company's 32.0% and 48.4% increase in revenues in fiscal 1996 and
1995, respectively.

Net cash used in investing activities during the three months ended
September 30, 1996 and in fiscal 1996, 1995 and 1994 was $5.4 million, $3.4
million, $5.0 million and $10.1 million, respectively. The Company used $5.0
million of cash during the three months ended September 30, 1996 for the
acquisition of Spectrum NT. Fiscal 1996 investing activities used $1.7 million
for the acquisitions of the Minnesota Branch and the Columbus Branch and used
$1.7 million for purchases of property and equipment, primarily computer-related
office equipment and furniture. The fiscal 1995 and 1994 cash used in investing
activities related principally to the acquisitions of ISI and CPU, respectively.

Net cash provided by financing activities during the three months ended
September 30, 1996 and in fiscal 1996, 1995 and 1994 was $2.8 million, $15.9
million, $4.7 million and $8.3 million, respectively. During the three months
ended September 30, 1996 and in fiscal 1996 and 1994, the Company obtained net
cash proceeds from the sale of Common Stock of $572,000, $20.3 million and $11.0
million, respectively. During the three months ended September 30, 1996, the
Company recognized $1.1 million as a direct increase to additional paid-in
capital from the tax benefits resulting from the exercise of stock options.
This, together with $1.0 million of current tax benefits resulting from the
exercise of stock options which were accounted for as deferred tax assets at
June 30, 1996, reduced the Company's income taxes payable and provided cash of
$2.2 million during the three months ended September 30, 1996. In fiscal 1996
and 1994, the Company used $5.8 million and $2.3 million, respectively, to
reduce its borrowings under bank lines of credit, while in fiscal 1995 the
Company borrowed $4.1 million on the line of credit.

The Company currently has available a $15 million revolving line of credit
with UMB Bank Colorado. The line of credit expires on April 1, 1997 and is
collateralized by substantially all assets of the Company. Borrowings under the
line of credit bear interest at the bank's prime rate (currently 8.25%). The
highest

19
<PAGE>
amount outstanding under the line of credit in fiscal 1996 was $7.0 million and,
at September 30, 1996, there were no amounts outstanding. The credit agreement
requires that the Company maintain certain tangible net worth and debt service
coverage ratios and imposes limits on the incurrence of additional indebtedness.

Subsequent to September 30, 1996, the Company has used approximately $6.0
million in cash in connection with the TSG, TMG and CNSI business combinations
as consideration and for the payment of certain assumed liabilities. See "--
Business Combinations."

ASSET MANAGEMENT

The Company's accounts receivable have increased 32.9% and 45.8% as a result
of the Company's 32.0% and 48.4% increase in revenues in fiscal 1996 and 1995,
respectively. Clients are generally billed weekly, bi-weekly or monthly for
services. Due to the quality and large size of the Company's clients, bad debt
expenses have averaged less than 0.1% of revenues for the last several years.
During the last three fiscal years, approximately 85% of the Company's
receivables have been collected within 60 days of invoice. Delays in collection
of accounts receivable generally relate to missing time sheets, delayed receipt
of purchase order numbers and payables procedures of the Company's clients. The
Company believes substantially all accounts receivable on its September 30, 1996
balance sheet will be collected, although there can be no assurance that
substantially all accounts receivable will be collected.

SEASONALITY AND QUARTERLY RESULTS

The Company experiences a moderate amount of seasonality. Typically,
operating income as a percentage of revenues is lowest in the last quarter of
each calendar year (the Company's second fiscal quarter), because more holidays
and vacations are taken at that time of year resulting in fewer hours billed in
that period.

The following table sets forth certain statements of operations data for
each of the Company's last nine quarters and, in management's opinion, contains
all adjustments, consisting only of normal recurring adjustments necessary for a
fair presentation thereof. See Note 13 of Notes to Consolidated Financial
Statements for additional quarterly financial information.

<TABLE>
<CAPTION>
FISCAL 1997
FISCAL 1995 -- THREE MONTHS ENDED THREE MONTHS
-------------------------------------- FISCAL 1996 -- THREE MONTHS ENDED ENDED
JUNE ---------------------------------------- -------------
SEPT. 30 DEC. 31 MAR. 31 30(1) SEPT. 30 DEC. 31 MAR. 31 JUNE 30(1) SEPT. 30(1)
-------- -------- -------- -------- -------- -------- -------- ---------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues...................... $28,895 $ 30,371 $34,332 $36,860 $38,258 $ 39,509 $44,626 $ 49,758 $ 49,489
Operating income, excluding
merger costs................ 1,832 1,592 2,487 3,065 3,167 2,921 3,776 4,864 4,885
Operating income as a
percentage of revenues,
excluding merger costs...... 6.3% 5.2% 7.2% 8.3% 8.3% 7.4% 8.5% 9.8% 9.9%
</TABLE>

- ----------------------------------
(1) Operating income for these periods in fiscal 1995, 1996 and 1997 exclude
merger costs of $1,075,000, $901,000 and $597,000, respectively, relating to
business combinations accounted for as poolings of interests.

RECENT ACCOUNTING PRONOUNCEMENTS

During the year ended June 30, 1997, the Company will be required to adopt
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 establishes financial accounting and
reporting standards for stock-based compensation plans, as well as for
transactions in which an entity issues its equity instruments to acquire goods
or services from non-employees. SFAS 123 permits stock compensation cost to be
measured using either the intrinsic value-based method or the fair value method.
When adopted, the Company intends to continue to use the intrinsic value-based
method and will provide the expanded disclosures required by SFAS 123 in the
notes to financial statements.

20
<PAGE>
BUSINESS

WITH THE EXCEPTION OF HISTORICAL MATTERS, CERTAIN MATTERS DISCUSSED BELOW
ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM TARGETS OR PROJECTED RESULTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, AMONG
OTHERS, DEPENDENCE ON SIGNIFICANT CLIENTS, CONTINUED ACCEPTANCE AND GROWTH OF
PEOPLESOFT SOFTWARE, THE COMPANY'S ABILITY TO ATTRACT AND RETAIN QUALIFIED
CONSULTANTS, PROJECT RISKS, THE COMPANY'S ABILITY TO EFFECTIVELY MANAGE AND
INTEGRATE BUSINESS COMBINATIONS, AND COMPETITION, AS WELL AS OTHER FACTORS
DESCRIBED HEREIN AND IN "RISK FACTORS." MANY OF THESE FACTORS ARE BEYOND THE
COMPANY'S ABILITY TO PREDICT OR CONTROL. PROSPECTIVE INVESTORS ARE CAUTIONED NOT
TO PUT UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH HAVE BEEN MADE AS OF
THE DATE OF THIS PROSPECTUS, AND PROSPECTIVE INVESTORS SHOULD NOT INFER THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF
THAT WOULD WARRANT ANY MODIFICATION OF ANY FORWARD-LOOKING STATEMENT MADE
HEREIN. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY THESE
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.

GENERAL

The Company's revenues are generated from two services 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, millenium date change
solutions. The STC group provides services through Spectrum, BIT and 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 software. CNSI serves clients in the areas of local-area
and wide-area networking, including design, procurement, installation, testing
and maintenance.

The Company began operations in 1974 to assist companies in need of computer
programming support. In the mid-1980s, the Company initiated a growth strategy
that included expanding its range of

21
<PAGE>
computer-related services, developing a professional sales force and selectively
acquiring established complementary companies. Since fiscal 1992, the Company's
revenues have increased from $58.7 million to $172.2 million in fiscal 1996, a
compound annual growth rate of 31%. Over the same period, pro forma net income
increased from $1.1 million in fiscal 1992 to $8.8 million in fiscal 1996, a
compound annual growth rate of 67%.

RECENT DEVELOPMENTS

Subsequent to September 30, 1996, the Company has completed the three
following business combinations:

CIBER NETWORK SERVICES, INC. ("CNSI"). On December 2, 1996, the Company
acquired CNSI 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 net liabilities of approximately $800,000,
resulting in a total purchase price of approximately $4.5 million. Furthermore,
contingent consideration of up to an additional $2.6 million will be paid to the
sellers if CNSI achieves certain performance objectives in each of the 12 month
periods ending October 31, 1997, 1998 and 1999. If the contingent consideration
is earned, it will be payable, at the sellers' option, in Common Stock (at the
then prevailing market price for Common Stock) or in cash. The acquisition will
be accounted for as a purchase. CNSI was purchased primarily from affiliates of
the Company. CNSI, which has offices in Edison, New Jersey, Denver, Colorado,
and San Francisco, California, provides local-area and wide-area networking
solutions, including design, procurement, installation, testing and maintenance.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operation," "Certain Relationships and Related Transactions" and Note 9 of Notes
to Consolidated Financial Statements.

INDUSTRY BACKGROUND

Computer software is generally categorized as system software or application
software. System software is the software that controls the internal operations
of the hardware (E.G., the input, storage and output of the computer).
Application software performs the specific tasks required by the computer user,
(E.G., an accounts receivable, inventory control or mortgage payment history
program). Regardless of the purpose, computer programs designed to perform tasks
otherwise done manually are referred to as application software. Application
software has become essential to manage most business information for major
companies.

The major technological development in information services in recent years
has been the transition from host-based application software that operated on
mainframes and minicomputers, typically supplied by a single vendor, to
distributed and open computing environments utilizing client/server
architectures. The host-based application software offered centralized data
processing to a small group of users and

22
<PAGE>
helped automate tasks such as financial reporting. In the 1980s, the ease-of-use
and low cost of personal computers, combined with the increased availability of
powerful application software, led to rapid growth in the number of computer
users throughout organizations. Computing environments became increasingly
varied and included personal computers and workstations from different vendors,
as well as traditional minicomputers and mainframes. This decentralized
computing environment requires businesses to seek methods of improving
information processing across varying computer hardware and software
configurations.

In recent years, corporations have relied increasingly on information
technology consulting firms to develop, support and strengthen their management
information systems ("MIS") departments. The reliance of businesses on
information technology consulting firms is due, in part, to rapid technological
change, resulting in information systems that are more complex and that require
specialized technical expertise, as well as a desire by clients to maintain
smaller computer systems staffs. Corporations' MIS departments frequently lack
adequate technical and management capabilities to address the size and
complexity of their application software and its interaction with both the
system software and the other application software being utilized on the same
system. These needs lead corporations to outsource these functions to
information technology consulting firms. Additionally, clients often have
difficulty in attracting and retaining technical and management personnel with
experience in relevant technologies.

The Company believes that a number of factors have caused the demand for
information technology services to grow, including businesses' motivation to
improve productivity, accelerating technological change and the need for
integrated systems. Due to the advantages of flexible staffing, the rapidly
changing nature of programming skill sets and the desire to avoid potential
employee termination costs, the practice of outsourcing to information
technology consulting firms is likely to increase. The information technology
services industry has grown significantly and totaled $19.8 billion in 1995.
This market is forecasted to exceed $37.3 billion in revenues by the year 2000
as reported by The Updata Group, an independent market research firm.

BUSINESS STRATEGY

The Company's strategy is to expand its business by continuing to build
long-term relationships with major clients based on high-quality information
technology services tailored to meet client needs. The Company's traditional
time and material application software programming services have been expanded
to include a comprehensive array of management consulting software system
design, development, integration, implementation and project management
services. The Company's strategy includes the following key elements:

- BUILD STRONG CLIENT RELATIONSHIPS. The Company is committed to providing
quality custom software application and development services that meet the
demands of large companies with substantial data processing operations.
Management believes the Company's emphasis on building long-term relationships
with major clients has been a primary reason for the Company's success. Most of
the Company's largest clients have been significant clients for many years. For
example, the Company's largest and second largest clients, accounting for
approximately 12% and 6%, respectively, of fiscal 1996 revenues, have been
clients for over 17 and 10 years, respectively. The Company focuses significant
resources on continuous qualification as an approved vendor on its clients'
vendor lists and, over the past five years, has regularly qualified as such a
vendor for more than two dozen Fortune 500 companies.

- GROW THROUGH BUSINESS COMBINATIONS AND INTERNAL EXPANSION. The Company
intends to expand by acquiring companies that broaden the Company's array of
consulting services, that have strategic client relationships or that are
located in attractive geographic locations. The Company also intends to expand
the operations of existing offices primarily by providing incremental
information technology services to existing clients. The Company may also start
new branches in attractive markets with its own personnel.

23
<PAGE>
- EXPAND INTEGRATION AND IMPLEMENTATION SERVICES. The Company's concentrated
effort on providing time and material programming services has expanded to
include management level strategic systems solutions, as well as the
implementation of clients' long-term information technology strategies, from
design and development of their information systems, through testing and
implementation, to migration from mainframe to client/server architectures, as
well as package software project implementation. As a result of these efforts,
the Company is taking greater responsibility for projects and providing greater
value-added services to its clients. This expansion of focus, combined with the
Company's stringent controls and high quality processes, methodologies, tools
and templates, will help position the Company as a full-service provider for its
existing and new clients' information technology and application needs.

- FOCUS ON QUALITY SERVICE. The Company seeks to be a leader in providing
quality services and processes to its clients. The Company's corporate and CIS
operations have received ISO 9002 certification, an international standard for
consistency in operating procedures. The Company believes that it is currently
the sole provider of computer-related services with ISO 9002 certification on a
national basis. Many of the Company's clients are expected to require this
certification in the next several years. ISO 9002 certification has enhanced the
Company's ability (i) to achieve preferred supplier status from larger
companies, (ii) to satisfy current and prospective clients who insist on a
documented quality assurance system and (iii) to improve its operations by
facilitating cost controls and other efficiencies on a continuing basis. The CIS
and CIBR2000 divisions have also qualified for ISO 9001 certification, which
certification relates to project development activities. The CIS division has
also achieved Ford Motor Company "Q-1" status.

SERVICES

CIS GROUP

CIBER INFORMATION SERVICES. The CIS division supports the life cycle of
computer systems, from strategy and design to development and implementation
and, finally, to maintenance and support. The Company's technical staff performs
a wide variety of tasks to identify, analyze and solve clients' data processing
and computing problems. Generally, these services are provided on-site to
clients whose personnel do not have the requisite technical skills or to clients
with specific projects requiring additional staffing that do not justify
permanent personnel increases. The scope of the work performed by the Company
ranges from specific, minor tasks of short duration to large, complex tasks that
require a large number of consultants for a year or longer. Examples of larger
tasks include developing new systems and maintaining mature mainframe systems
that cannot be quickly replaced. Typically, the Company's professional staff
augments and becomes part of the clients' software development team on a
specific application or project. A key element of the CIS strategy is to
maintain offices in those geographic locations where the Company has significant
client relationships. Currently, the CIS division operates out of 28 offices in
20 states.

CIBR2000. In April 1996, the CIBR2000 division was launched to provide
millennium date conversion services to assist clients in remedying customized
computer programs that can only calculate time correctly up to December 31,
1999. CIBR2000 reviews and analyzes clients' existing programs, develops
solutions alternatives for the year 2000 date change, and implements conversion
solutions to correct this problem. CIBR2000 solutions include impact assessment,
solution plan development, corrections implementation and validation/testing.
Each CIBR2000 project follows a common methodology that is governed by the
Company's Quality Process which is certified to the ISO 9001 international
standard. Currently, the Company is performing millenium work at its CIBR2000
software facility, as well as at client sites.

STC GROUP

SPECTRUM TECHNOLOGY GROUP, INC. Spectrum focuses its services on executive
management level, strategic systems solutions to business problems, including
data modeling, data warehousing and enterprise

24
<PAGE>
architecture. Spectrum also develops systems on a project basis and is
responsible for the Company's Microsoft technology-based consulting group known
as Spectrum NT. Spectrum assists clients in aligning their technology platforms
with their strategic business objectives. As the marketplace continues to
evolve, the Company intends to assist clients in customizing their technology
platforms, which the Company believes will help grow its integrated application
solutions business.

BUSINESS INFORMATION TECHNOLOGY, INC. BIT assists clients in implementing
package application software on client/server systems. Clients seeking these
services are generally businesses that are migrating from the mainframe to, or
that are developing or implementing, client/server architectures. Approximately
15% of the Company's fiscal 1996 revenues were generated from clients
implementing PeopleSoft software. The Company believes that, as package software
companies such as PeopleSoft continue to enhance the functionality and
performance of their products and such products become more widely used, package
software implementation services will present an increasing opportunity for the
Company.

CIBER NETWORK SERVICES, INC. CNSI provides cross-platform, multi-vendor
computer systems integration, complete network solutions and other related
services to clients with networking needs. CNSI operates from offices in Edison,
New Jersey, Denver, Colorado, and San Francisco, California. Networking services
provided by CNSI include strategic planning, network design and configuration,
technical support services, resources (hardware and software), project
management, installation, and network administration and support. See "Certain
Relationships and Related Transactions."

BUSINESS COMBINATIONS

The Company has expanded its geographic breadth, diversified its technical
expertise, expanded its client base and believes it has achieved other
competitive advantages through business combinations. Following each CIS
division merger or acquisition, the Company seeks to add value to the operations
acquired by implementing the Company's automated office information systems and
ISO 9002 processes, and by providing national recruiting support to its new
offices. Given the highly fragmented nature of the information technology
services industry, the Company intends to pursue business combinations as part
of its growth and operating strategy. 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 personnel and to
retain clients of acquired firms.

Acquired branches have accounted for approximately 50% of the Company's
employee growth over the past five years. In reviewing potential business
combinations, the Company focuses on the target company's geographic area,
client base, reputation in specific software services, acquisition availability,
cost, anticipated financial performance, sales, management and recruiting
personnel and potential client demand, among other factors.

25
<PAGE>
Since the Company's initial public offering in March 1994, the Company has
completed the following business combinations:

<TABLE>
<CAPTION>
APPROXIMATE TOTAL CONSULTANTS AT
DATE NAME MAIN OFFICE CONSIDERATION ACQUISITION
- ------------------ ---------------------------------- -------------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
December 1996 CIBER Network Services, Inc. Edison, New Jersey $ 4.5 million(1) 50

November 1996 Technical Support Group, Inc. Chicago, Illinois $ 13.5 million(2) 70

November 1996 Technology Management Group, Inc. Seattle, Washington $ 13.7 million(3) 108

September 1996 Spectrum Technology Group, Inc. Somerville, New Jersey $ 16.6 million(4) 110

July 1996 DataFocus, Inc.(5) Fairfax, Virginia $ 5.0 million 45

May 1996 Practical Business Solutions, Inc. Boston, Massachusetts $ 12.9 million(6) 125

March 1996 OASYS, Inc. Columbus, Ohio $ 0.8 million 18

September 1995 Broadway & Seymour, Inc.(7) Rochester, Minnesota $ 1.0 million 45

June 1995 Business Information Concord, California $ 10.3 million(8) 125
Technology, Inc.

May 1995 Spencer & Spencer Systems, Inc. St. Louis, Missouri $ 5.3 million(9) 141

January 1995 Interface Systems, Inc. Holmdel, New Jersey $ 3.4 million(10) 48

June 1994 C.P.U., Inc. Rochester, New York $ 12.4 million(11) 190
</TABLE>

- ------------------------

(1) The total estimated consideration was paid by the issuance of 68,631 shares
of Common Stock, the payment of approximately $1.2 million in cash and the
assumption of approximately $800,000 of net liabilities. If the acquired
business achieves certain levels of revenue or net income, the Company will
be required to pay additional consideration of up to $2.6 million in cash or
Common Stock. See "Summary -- Recent Developments," "Certain Relationships
and Related Transactions" and Note 9 of Notes to Consolidated Financial
Statements.

(2) The consideration was paid by the issuance of 370,373 shares of Common
Stock. See "Summary -- Recent Developments."

(3) The consideration was paid by the issuance of 242,176 shares of Common Stock
and options to purchase 163,003 shares of Common Stock at various exercise
prices (which exercise prices total, in the aggregate, $547,000). See
"Summary -- Recent Developments."

(4) Total consideration was paid by the issuance of 853,116 shares of Common
Stock.

(5) The Company acquired only the Business Systems Development division of this
company.

(6) The consideration was paid by the issuance of 959,035 shares of Common Stock
and options to purchase 72,185 shares of Common Stock at an exercise price
of $.01 per share.

(7) The Company acquired only one branch office of this company.

(8) The consideration was paid by the issuance of 1,400,512 shares of Common
Stock.

(9) The consideration was paid by issuance of 624,284 shares of Common Stock and
an option to purchase 134,268 shares of Common Stock at an exercise price of
$0.005 per share.

(10) In addition, if the operations acquired achieve certain levels of income,
the Company will be required to pay additional consideration in the form of
Common Stock through December 31, 1997.

(11) The purchase price includes balance sheet net assets acquired of
approximately $2.3 million.

26
<PAGE>
The business combinations with SSSI, BIT, PBSI and Spectrum have each been
accounted for as a pooling of interests and TMG and TSG will each be accounted
for as a pooling of interests, while the other business combinations are or will
be accounted for as purchases. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for additional information.

CLIENTS

The Company focuses its client marketing efforts on large companies with
substantial needs for supplemental programmer staffing, package software
implementation and systems integration services and other computer-related
professional services. Such clients afford the Company opportunities to develop
long-term relationships based on the high-quality, consistent services the
Company has provided for more than 22 years. Although most consultant
assignments are from three to 12 months, many of the Company's client
relationships have continued for more than 10 years.

The ability to serve large clients in diverse industries demonstrates the
Company's adaptability to a wide variety of client environments. Whether clients
are in the services or manufacturing sector, the Company recruits and provides
consultants having skills matching the requirements of each client's project.
The Company routinely satisfies the diverse information technology needs of
clients in a wide variety of industries.

Since approximately 1990, larger clients have started to limit the number of
information technology vendors they use. In order to achieve the reduction in
the number of vendors used, companies often review and screen both existing and
potential vendors and generate select lists of approved vendors. The factors
considered for placement of a company on a vendor list include geographic and
technical breadth of operations, quality assurance programs, reliability and
cost effectiveness. The Company focuses significant resources on continuous
qualification as an approved vendor on its clients' vendor lists and, over the
past five years, has regularly qualified as such a vendor for more than two
dozen Fortune 500 companies.

Certain customers account for a significant portion of the Company's
revenues. One of the Company's clients, AT&T, accounted for 12% of total
revenues for the year ended June 30, 1996. In addition, the Company's five
largest clients represented 28%, 24% and 27% of the Company's total revenues for
the years ended June 30, 1996, 1995 and 1994, respectively.

The following table lists each of the Company's clients that management
believes accounted for at least $1 million in revenues in fiscal 1996 and the
number of years as a client (including periods served by an acquired or merged
company). These clients represented, in the aggregate, approximately 55% of the
Company's revenues in fiscal 1996.
<TABLE>
<CAPTION>
YEARS AS
CLIENT CLIENT
- ----------------------------------------------------------------- -------------
<S> <C>
American Express Company......................................... 20
AT&T............................................................. 17
Bell South....................................................... 2
Blue Cross/Blue Shield........................................... 5
EDS.............................................................. 5
Fidelity Investments, Inc........................................ 6
Ford Motor Corporation........................................... 22
GTE Corporation.................................................. 8
Harris Corporation............................................... 4
IBM.............................................................. 10
Eastman Kodak.................................................... 10
Kroger Co........................................................ 9
Lam Research Corporation......................................... 2
Lucent Technologies.............................................. 1

<CAPTION>
YEARS AS
CLIENT CLIENT
- ----------------------------------------------------------------- -------------
<S> <C>
MCI Telecommunications Corporation............................... 12
MEMC Electronics................................................. 13
Mellon Bank, N.A................................................. 15
Monsanto Corp.................................................... 13
National Grocers................................................. 1
The Oshawa Group................................................. 3
PeopleSoft....................................................... 5
Publix Supermarkets.............................................. 4
Sprint Corporation............................................... 5
State of Georgia................................................. 10
US West Communications, Inc...................................... 11
University of Texas.............................................. 1
Wakefern......................................................... 2
Xerox Corporation................................................ 11
</TABLE>

27
<PAGE>
The Company normally offers professional services through agreements that
specify that services are rendered on a best efforts basis, that the Company
makes no express or implied warranties and that the client must continue to pay
all charges incurred prior to the termination of the agreement. Because services
are typically rendered on an as required basis, the Company does not consider
the backlog of unfinished assignments significant in understanding its business.
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. 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 the
Company's business relationship with any of its significant clients could have a
material adverse effect on the Company's operating results.

Through BIT, the Company has a significant relationship with PeopleSoft,
both as a client and as an implementation partner. In fiscal 1996, 15% of the
Company's total revenues was derived from clients who purchased implementation
services for their PeopleSoft software and 1% of the Company's revenues was
derived from PeopleSoft as a client. In the event PeopleSoft products become
obsolete or non-competitive, or if BIT should lose its "implementation partner"
status with PeopleSoft, the Company would suffer a material adverse effect.

The Company generally prices its services to clients on a time and materials
basis and maintains price ranges that reflect the technical skills and
experience levels of the Company's consultants. The Company has provided and
intends to continue to provide increased project services to its clients.
Projects are distinguishable from the Company's core business of time and
material consulting by the level of responsibility assumed by the Company. In a
typical project, the Company independently develops a program or maintains a
system, whereas, for time and materials 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 such projects could have a material
adverse effect on the Company's results of operations. See "Risk Factors --
Dependence on Significant Relationship; Absence of Long-Term Contracts."

SALES FORCE

The Company maintains an experienced sales force of approximately 110
employees who market the Company's services to senior business executives, chief
information officers, information systems managers, other users of programming
services and purchasing/buying groups. The purchasing departments of the
Company's largest CIS division clients commonly select a limited list of
preferred vendors. Once on the vendor list, the Company's sales representatives
are eligible to work directly with managers of projects or application systems
seeking consultant assistance. New client contacts are generated through a
variety of methods, including client referrals, personal sales calls, direct
mailings to targeted clients and telemarketing.

OFFICES

The Company's CIS division office network is integral to its business
strategy. Through the office network, the Company can (i) offer a broad range of
consulting services on a local basis, (ii) respond to changing market demands
for information technology services through a variety of contacts in many
industries and geographic areas and (iii) maintain a quality professional staff
because of its nationwide reputation and its training programs. Additionally,
the offices can market their services as being provided by a company with a
national presence and a long history in the information technology services
business.

The Company believes its operating procedures and financial controls are two
of its primary strengths. Business plans, generally at the office level, are
prepared annually and include monthly projections for the

28
<PAGE>
ensuing fiscal year. Results are tracked monthly to compare actual performance
to projected results. The Company has centralized accounting and cash management
functions to help ensure integrity of data and control of information flow.
Operating data is available on a weekly basis. The Company believes that these
practices enhance results from acquired businesses as well.

The Company established its office network through the internal start-up and
staffing of offices in new geographic locations and through the acquisition of
information technology services companies, their professional staffs and client
relationships. The Company's network of offices currently consists of 39 offices
in 21 states and two foreign offices. The number of consultants working out of
any office ranges from as few as five to over 150. The average is approximately
55 consultants per office.

The following is a list of the locations where the Company currently has
offices:
<TABLE>
<CAPTION>
LOCATION
- --------------------------------------------------------------------------------
<S> <C>
DOMESTIC
Arizona Phoenix
California Concord
San Francisco*
Colorado Denver (three offices)*
Florida Melbourne
Orlando
Tampa
Georgia Atlanta
Illinois Chicago*
Oakbrook Terrace
Indiana Indianapolis
Kansas Overland Park (Kansas City)
Massachusetts Woburn (Boston)
Michigan Dearborn (Detroit)
Minnesota Rochester
Missouri St. Louis
New Jersey Edison (two offices)*
Iselin
Somerville
West Orange

<CAPTION>
LOCATION
- --------------------------------------------------------------------------------
<S> <C>
New York Buffalo
Rochester
North Carolina Charlotte
Ohio Cincinnati
Cleveland
Columbus
Pennsylvania Philadelphia (two offices)
Pittsburgh
Rhode Island Providence
Texas Dallas (two offices)
Houston
Virginia Fairfax
Reston
Washington Seattle*

INTERNATIONAL
Canada Toronto
Argentina Buenos Aires
</TABLE>

- ------------------------

*Includes offices that were acquired as a result of the TMG, TSG and CNSI
business combinations.

CONSULTANT RECRUITMENT

The Company's future success will depend in part on its ability to hire
adequately trained personnel who address the increasingly sophisticated needs of
its clients. The Company's on-going consultant needs arise from (i) increasing
demand for the Company's services, (ii) turnover, which is generally high in the
industry, and (iii) the clients' requests for programmers trained in the newest
software technologies. Few of the Company's employees are bound by non-compete
agreements. Competition for personnel 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
personnel. In particular, competition for the limited number of qualified
project managers and professionals with certain specialized skills, such as a
working knowledge of certain sophisticated software, is intense. Because of
this, the recruitment of the Company's skilled consultant group is a critical
element in the Company's success. The Company devotes significant resources to
meeting its personnel requirements. The Company currently has approximately 90
full-time recruiters in its offices and 17 in its National Recruiting Group. The
National

29
<PAGE>
Recruiting Group maintains a national, proprietary database of relocatable and
harder to find consultants (due to unique or specialized skill sets), augments
local recruiting, advertises nationally for new consultants, travels to branches
to train new recruiters and performs related tasks.

The Company invests heavily in a number of programs designed to retain its
trained personnel. The Company sponsors a tuition reimbursement program
available to all employees and, in addition, maintains a library of technical
training courses available for home study. The Company makes available an
employee stock purchase plan, incentive stock options and a matching provision
as part of its 401(k) savings plan to all employees.

It is often difficult to match the availability of consultants with client
requirements. Pre-marketing and lead times from clients help, but consultant
availability remains a significant factor in determining whether the Company or
a competitor will obtain the available business. The Company believes that
careful coordination of its recruiting and sales activities gives it an
advantage over many of its smaller competitors. See "Risk Factors -- Ability to
Attract and Retain Qualified Consultants."

COMPETITION

The information technology services industry is extremely competitive. A
number of companies compete with the Company in selected markets with
substantially similar services. In most of the markets in which the Company
competes, the Company believes that there are participants that have
significantly greater financial, technical and marketing resources than the
Company. The Company believes, however, that no one competitor dominates any of
its markets.

There are few very large competitors with annual revenues over $100 million.
There are, however, according to The Updata Group, an independent consulting
firm, over 3,000 software service firms with yearly revenues over $1 million
competing for market share. Most of these firms participate in just one
geographic area. The Company's competition, therefore, varies significantly from
office to office. Often, local competitors are the Company's primary
competition. At certain offices, particularly those with major clients, national
competitors are the Company's significant competition. Each office must adapt to
the circumstances under which it operates.

In particular, the Company believes that its CIS division competes most
directly with the following national companies: Keane, Inc., Analysts
International Corporation and Computer Task Group, Inc. For project management
services, Electronic Data Systems Corporation, Andersen Consulting, Computer
Sciences Corporation and Cambridge Technology Partners, Inc. and others are
competitors. Many of these companies are national and international in scope and
have greater resources than the Company. BIT and Spectrum often compete with
"Big Six" accounting firms, as well as larger systems consulting firms. The
Company also competes with the internal data processing staffs of its clients,
which clients can add to their employee base as an alternative to using a
consulting firm. Additionally, many large accounting and management consulting
firms offer services that overlap with a significant portion of the Company's
services. 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 to their customers.
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 outsourcing their
business to competitors in 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.

30
<PAGE>
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 as the Company at similar or lower costs.
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.

EMPLOYEES

As of December 2, 1996, the Company had approximately 2,800 full-time
employees, including approximately 400 personnel in administrative positions and
approximately 2,400 billable consultants. Administrative personnel are
principally branch managers, sales representatives, recruiters and
administrative assistants located throughout the Company's offices. None of the
Company's employees are subject to a collective bargaining arrangement. The
Company has entered into employment agreements with its executive officers. The
Company believes its relations with its employees are good.

LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings.

31
<PAGE>
MANAGEMENT

The following table sets forth the Company's directors and executive
officers, their ages and their positions and offices currently held with the
Company.

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ----------------------- --- --------------------------------------------------------------------
<S> <C> <C>
Bobby G. Stevenson 54 Chairman, Chief Executive Officer and Secretary

Mac J. Slingerlend 49 President/Chief Operating Officer, Treasurer and Director

William E. Storrison 37 President/CIBER Information Services Division

John B. Maitland 53 Vice President; President of Business Information Technology, Inc.

Richard A. Montoni 45 Executive Vice President/Chief Financial Officer and Director

James A. Rutherford 50 Director

James C. Spira 53 Director

Roy L. Burger 41 Director
</TABLE>

BOBBY G. STEVENSON. Mr. Stevenson is Chairman of the Board of Directors,
Chief Executive Officer, Secretary and one of the original three founders of the
Company. Mr. Stevenson was Vice President in charge of recruiting and management
of the technical staff from 1974 until November 1977 when he became Chief
Executive Officer. He has been responsible for all operations of the Company
since 1977.

MAC J. SLINGERLEND. Mr. Slingerlend joined the Company in January 1989 as
Executive Vice President/ Chief Financial Officer, became Treasurer and a
director in 1994 and President and Chief Operating Officer in 1996. Prior to
joining the Company, Mr. Slingerlend spent 15 years in the banking industry,
primarily as a commercial lender, and five years in corporate financial
positions in the cable television and hospitality industries.

WILLIAM E. STORRISON. Mr. Storrison has been President of the Company's
CIBER Information Services Division since 1996. Mr. Storrison was Senior Vice
President/Operations of the Company from 1994 to 1996 and, from 1992 until 1994,
served as the Company's Vice President/Eastern Operations. Mr. Storrison has
been with the Company since 1987 and was previously Branch Manager and Regional
Vice President of several of the Company's eastern branch offices.

JOHN B. MAITLAND. Mr. Maitland joined the Company in 1995 as Vice President
and as President of BIT when BIT merged with the Company. Mr. Maitland is
responsible for the strategic initiatives, organizational development, business
growth and overall profitability of BIT. From 1969 to 1981, Mr. Maitland held
several positions in management and consulting, lastly as Consulting Manager and
Director of Consulting at Integral Systems, Inc., a human resource management
systems and financial software producer and consulting firm. In 1981, Mr.
Maitland co-founded BIT and became its Executive Vice President and Chief
Operating Officer. In 1987, he was promoted to President and Chief Executive
Officer of BIT.

RICHARD A. MONTONI. Mr. Montoni has been the Company's Executive Vice
President/Chief Financial Officer and a director since October 1996. Prior to
joining the Company, Mr. Montoni was a partner with KPMG Peat Marwick LLP, where
he worked for over 20 years with companies in the high technology,
manufacturing, merchandising and distribution industries. Mr. Montoni is a
member of the American Institute of Certified Public Accountants and the
Colorado Society of Certified Public Accountants.

JAMES A. RUTHERFORD. Mr. Rutherford has been a director of the Company
since February 1994. He is a managing director of Wingset Investments Ltd., a
private venture capital company located in New Albany, Ohio. Prior to forming
Wingset in 1995, Mr. Rutherford was one of the founders of Goal Systems
International Inc., serving in various executive positions and as a director
from its incorporation in 1977

32
<PAGE>
until its sale in 1992. Mr. Rutherford is also a director of Symix Systems,
Inc., Columbus, Ohio, as well as several private corporations.

JAMES C. SPIRA. Mr. Spira has been a director of the Company since
September 1994. Since 1995, he has been managing partner with Chicago, Illinois
based Diamond Technology Partners, Inc., a management consulting firm providing
program management services to design and deploy technology-enabled business
strategies. From 1991 to 1995, Mr. Spira was Group Vice President of The
Tranzonic Companies, a Cleveland-based holding company. From 1974 through 1991,
Mr. Spira was founder, President and Chief Executive Officer of Cleveland
Consulting Associates, an operations and systems management consulting firm
doing business with large multi-national companies.

ROY L. BURGER. Mr. Burger has been a director of the Company since November
1995. Mr. Burger has approximately 20 years experience in the equipment leasing
and finance industry and has arranged the financing of more than $1.5 billion of
equipment. Mr. Burger currently serves as Chairman and Chief Executive Officer
of Boulder Capital Group, a company founded by him in 1986 that specializes in
equipment leasing.

33
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation information with respect to Mr.
Stevenson, the Company's Chief Executive Officer, and the Company's four most
highly paid executive officers with annual compensation in excess of $100,000
(collectively, the "Named Executive Officers") for services rendered for the
fiscal years ended June 30, 1996, 1995 and 1994. See "Employment Agreements."

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- -------------------------------------------- ------------- ---------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Bobby G. Stevenson(2) 1996 $ 315,000 $ 34,134 -- $ 5,041
Chairman, Chief Executive Officer 1995 300,000 93,000 -- 5,987
and Secretary 1994 300,000 275,696 100,000 4,760

Mac J. Slingerlend(2) 1996 $ 230,000 $ 82,654 20,000 $ 13,240
President/Chief Operating Officer 1995 200,000 73,500 -- 7,470
and Treasurer 1994 200,000 95,892 -- 6,200

John B. Maitland, Jr. 1996 $ 225,000 $ 53,004 50,000 $ 6,075
President/Chief Operating Officer 1995 -- -- -- --
Business Information Technology, Inc. 1994 -- -- -- --

William E. Storrison(2) 1996 $ 150,000 $ 41,780 20,000 $ 12,249
President/CIBER Information 1995 125,000 90,000 30,000 5,255
Services 1994 125,000 76,395 83,312 4,701

Prasong Suvarnasorn(2) 1996 $ 97,731 $ 20,000 20,000 $ 4,757
Senior Vice President/ 1995 95,288 6,000 12,000 3,330
Operations/CIBR2000 1994 73,923 10,000 38,750 2,926
</TABLE>

- ------------------------

(1) Consists of amounts contributed by the Company under the Company's 401(k)
Savings Plan and life insurance premiums paid by the Company. Savings Plan
contributions were $4,781, $5,237 and $4,615 for Mr. Stevenson; $5,538,
$5,470 and $4,268 for Mr. Slingerlend; $4,723, $5,080 and $4,701 for Mr.
Storrison; and $3,117, $2,672 and $2,268 for Mr. Suvarnasorn, for the years
ended June 30, 1996, 1995 and 1994, respectively. Savings Plan contributions
for Mr. Maitland were $6,075 in fiscal 1996. The remaining amounts represent
life insurance premiums.

(2) In January 1994, the Company entered into employment agreements with Messrs.
Stevenson and Slingerlend. For the remainder of fiscal 1994, these executive
officers were paid salaries pursuant to such employment agreements at the
following annual rates, plus the following fiscal-year bonuses: Bobby G.
Stevenson, salary $300,000 plus a bonus based on a formula related to the
Company's net income; and Mac J. Slingerlend, salary $200,000 plus a bonus
based on a formula related to the Company's net income. The Company entered
into an employment agreement with Mr. Storrison on July 1, 1992, which
agreement provided for a salary of $125,000 plus a bonus tied to the future
performance of the CIS group of the Company. Pursuant to employment
agreements effective July 1, 1995, the base salaries of Messrs. Stevenson,
Slingerlend and Storrison were changed to $330,000, $300,000 and $200,000,
respectively, for fiscal 1997.

34
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding options granted
to the Named Executive Officers during the fiscal year ended June 30, 1996.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
PERCENT OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1) ($)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
- --------------------------- ----------- ----------------- ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bobby G. Stevenson -- -- -- -- -- --
Mac J. Slingerlend(2) 20,000 4% $ 8.88 7/2005 111,629 282,889
John B. Maitland, Jr.(3) 50,000 11% $ 8.88 7/2005 279,072 707,223
William E. Storrison(2) 20,000 4% $ 8.88 7/2005 111,629 282,889
Prasong Suvarnasorn(2) 20,000 4% $ 8.88 7/2005 111,629 282,889
</TABLE>

- ------------------------

(1) Amounts reflect certain assumed rates of appreciation set forth in the
Commission's executive compensation disclosure rules. Actual gains, if any,
on stock option exercises will depend on future performance of the Common
Stock. No assurance can be made that the amounts reflected in these columns
will be achieved.

(2) Options were granted on July 1, 1995. The options vest and are exercisable
in equal installments over three years commencing July 1, 1996.

(3) Options were granted July 1, 1995. The options vest and are exercisable in
equal installments over five years commencing July 1, 1996.

OPTION EXERCISE IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning outstanding options
held by the Named Executive Officers during the fiscal year ended June 30, 1996.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUE OPTIONS AT FISCAL YEAR AT FISCAL YEAR END
ACQUIRED ON REALIZED END EXERCISABLE/UNEXERCISABLE
NAME EXERCISE ($) EXERCISABLE/UNEXERCISABLE ($)
- ------------------------ ----------- ----------- ------------------------ --------------------------
<S> <C> <C> <C> <C>
Bobby G. Stevenson -- -- 40,000/60,000 704,000/1,056,000
Mac J. Slingerlend 40,000 483,645 450,000/20,000 9,690,968/262,500
John B. Maitland, Jr. -- -- -- /50,000 -- /656,250
William E. Storrison 35,000 358,564 174,998/40,000 3,643,079/615,000
Prasong Suvarnasorn 14,000 172,029 70,000/28,000 1,457,940/403,500
</TABLE>

EMPLOYMENT AGREEMENTS

The Company has employment agreements with each of its executive officers.
Except in the case of John Maitland, whose employment agreement was entered into
in conjunction with the merger with BIT, each employment agreement has a term of
one year and is annually renewable. In the case of Mr. Maitland, the initial
term is through June 30, 1998 and is annually renewable for one-year terms
thereafter, however, employment is not guaranteed for such three-year period
ending June 1998. Each employment agreement provides that an officer's
compensation will include a base salary and a bonus. See footnote 2 to the
Summary Compensation Table above. In the event that any officer's employment is
terminated upon a change of control of the Company, upon death or disability of
the officer or without cause, such officer will be entitled to a severance
payment. In the event of termination upon a change of control of the Company or
other than for cause by the Company, the severance payment due the Chief
Executive Officer is equal to three times his base salary, with such amounts
payable in equal installments over a period of 36 months following termination.
In the event of death of the Chief Executive Officer, the

35
<PAGE>
severance payment is equal to one-half of such officer's base salary, with such
amount payable in equal installments over a period of 24 months. The severance
payment for each other officer (other than Mr. Maitland) in the event of
termination upon a change in control of the Company, other than for cause by the
Company or in the event of death of such officer, is equal to one-half of such
officer's base salary, with such amounts payable in equal installments over a
period of 24 months following termination (other than Messrs. Storrison and
Suvarnasorn whose severance payments in the event of death will be paid over a
period of 12 months). With respect to Mr. Maitland, in the event of termination
upon a change of control of the Company or upon termination other than for
cause, Mr. Maitland is entitled to receive one-half of his base salary for an
additional 24 months; PROVIDED, HOWEVER, that, in the event of termination for
such reasons prior to June 30, 1997, Mr. Maitland shall be paid at the rate of
100% of his base salary for the period ended June 30, 1997, with any of the
remaining payments to be at the rate of one-half of base salary. The severance
payment in the event of the death of Mr. Maitland is equal to one-half of his
base salary. In addition, in the event of termination upon a change of control
of the Company, other than for cause by the Company, voluntary termination or
termination for disability, Mr. Maitland would be entitled to a lump sum payment
of between $25,000 and $50,000 if such termination occurred before June 30,
1998. In the event of termination of an executive officer upon a change of
control of the Company, other than for cause by the Company or in the event of
disability, the Company will pay such officer's medical, life and disability
premiums for the first 12 months following termination.

Effective November 1, 1996, the Company employed Richard A. Montoni as its
Executive Vice President and Chief Financial Officer. The initial term of
employment terminates on June 30, 1998 and will be automatically renewable for
one year periods thereafter. Mr. Montoni's base salary and bonus for fiscal 1997
is $325,000. Mr. Montoni was also paid a $25,000 signing bonus. For fiscal 1998,
Mr. Montoni will be paid a base salary of $250,000 and will be entitled to an
annual bonus of one percent (1%) of the increase in the Company's net income
from the prior year's net income. In the event of a termination upon a change of
control of the Company, Mr. Montoni will receive a severance payment equal to
his base salary for an additional two years plus an amount equal to his bonus
for the two years preceding the termination. In the event of a termination other
than for cause, Mr. Montoni will receive a severance payment of his base salary
for an additional year. In addition, Mr. Montoni was granted under the Company's
Employee Equity Incentive Plan incentive stock options to purchase 29,410 shares
of Common Stock at $34.00 per share (the "ISO Options") and non-incentive stock
options to purchase 20,590 shares of Common Stock at $34.00 per share (the "NSO
Options"). The ISO Options vest over ten years and the NSO Options vest over
three years.

LONG-TERM DEFERRED COMPENSATION PLAN

The Company has agreed to make certain post-employment payments to Mr.
Slingerlend or his designated beneficiary except in the event of a termination
for cause. The payments will be made for 15 years after Mr. Slingerlend's
termination of employment with the Company and will range from $40,000 to
$100,000 annually, based on Mr. Slingerlend's age at the time of termination of
employment. The benefits are also subject to certain vesting provisions.

The Company has agreed to make certain post-employment payments to Mr.
Montoni or his designated beneficiary except in the event of a termination for
cause. The payments will be made for 15 years after Mr. Montoni's termination of
employment with the Company and will range from $30,000 to $75,000 annually,
based on the date of termination of employment. The benefits are also subject to
certain vesting provisions.

1989 STOCK OPTION PLAN

The Company adopted a non-qualified stock option plan in 1989 (the "1989
Plan") to provide long-term incentives to certain of its employees, consultants
and directors. Thirteen individuals were granted options under the 1989 Plan. At
September 30, 1996, there were 1,147,730 options outstanding under the

36
<PAGE>
1989 Plan, all of which are exercisable. The exercise prices of the options
range from $.47 to $1.29 per share, with a weighted average of approximately
$.64 per share. Options totaling 403,990 shares were exercised in fiscal 1996.
No options were granted subsequent to July 1, 1993. The 1989 Plan was
discontinued in calendar 1993. Options under the 1989 Plan remain outstanding
pursuant to their terms and expire at various times through 2013.

EMPLOYEES' EQUITY INCENTIVE PLAN

In January 1994, the Company adopted an Employees' Equity Incentive Plan
(the "Employees' Plan"). The purpose of the Employees' Plan is to provide
long-term incentives to the Company's officers, employees and consultants. The
Employees' Plan initially reserved 1,000,000 shares of Common Stock for issuance
thereunder, which share amount was increased to 2,000,000 in October 1996. Under
the Employees' Plan, the Company may grant to officers, employees and
consultants awards of restricted stock, stock options and performance bonuses or
any combination thereof. The Employees' Plan terminates after January 2004.
Incentive stock options ("ISOs") may not be granted at an exercise price of less
than the fair market value of the Common Stock on the date of grant. The
exercise price of non-qualified stock options granted under the Employees' Plan
may be granted at less than the fair market value of the Common Stock on the
date of grant. The exercise price of ISOs granted to holders of more than 10% of
the aggregate amount of outstanding Common Stock must be at least 110% of the
fair market value of the Common Stock on the date of grant and the term of these
options cannot exceed five years. As of September 30, 1996, options to purchase
1,081,294 shares of Common Stock were outstanding under the Employees' Plan at
an average exercise price of $12.47 per share. Options for 42,000 shares were
exercised in fiscal 1996, while options for 1,000 shares were forfeited.

EMPLOYEE STOCK PURCHASE PLAN

Under the Employee Stock Purchase Plan (the "Stock Purchase Plan"), which
was approved by the Company's stockholders in October 1994, employees who have
been employed by the Company for at least six months can elect to purchase,
through payroll deductions, shares of Common Stock at 85% of the fair market
value on the first or last date of an offering period. Presently, 1,000,000
shares of Common Stock are reserved for issuance under the Stock Purchase Plan.
The Stock Purchase Plan provides for one offering during each three-month
period, commencing January 1, 1995. Employees are permitted to deduct at least
1% but not more than 5% of their compensation, or such other rates as determined
from time to time by the Board of Directors. Notwithstanding the foregoing, no
employee is permitted to subscribe for shares under the Stock Purchase Plan if,
after the purchase of the shares, the employee would own 5% or more of the total
voting power or value of all classes of stock of the Company or if the purchase
would permit the employee to buy, pursuant to the Stock Purchase Plan, more than
$6,250 worth of stock for any three-month offering period.

As of September 30, 1996, 651 employees were participating in the Stock
Purchase Plan. Employees purchased 90,268 shares at a weighted average price per
share of $8.84 during fiscal 1996.

37
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of December 2, 1996, and as adjusted to reflect
the sale of the Common Stock offered hereby, for (i) each director and each
Named Executive Officer, (ii) all directors and executive officers of the
Company as a group, (iii) each person known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock and (iv) the Selling
Stockholders. Other than Messrs. Stevenson and Maitland, no Selling Stockholder
is an employee or officer of the Company. All information is taken from or based
upon ownership filings made by such persons with the Commission or upon
information provided by such persons to the Company. All beneficial ownership is
sole and direct unless otherwise indicated. Beneficial ownership is determined
in accordance with the rules of the Commission and generally reflect voting or
investment power with respect to securities. In accordance with Commission
rules, shares of Common Stock that may be acquired upon exercise of stock
options (which are currently exercisable or which become exercisable within 60
days of December 2, 1996), are deemed beneficially owned by the optionee and
each beneficial owner's percentage ownership is determined by assuming that
options that are held by such person (but not those held by any other person)
and which are exercisable within 60 days of December 2, 1996 have been
exercised.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR TO BENEFICIALLY OWNED
THE OFFERING NUMBER OF AFTER OFFERING(1)
DIRECTORS, OFFICERS AND ----------------------- SHARES -----------------------
FIVE PERCENT STOCKHOLDERS NUMBER PERCENT BEING OFFERED NUMBER PERCENT
- -------------------------------------------------------- --------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Bobby G. Stevenson(2)................................... 6,717,388 35.9% 673,077 6,044,311 31.5%
Mac J. Slingerlend(3)................................... 494,092 2.6 -- 494,092 2.5
John B. Maitland, Jr.(4)................................ 346,192 1.9 171,000 175,192 *
William E. Storrison(5)................................. 184,034 * -- 184,034 *
Prasong Suvarnasorn(6).................................. 95,123 * -- 95,123 *
James A. Rutherford(7).................................. 22,156 * -- 22,156 *
James C. Spira(7)....................................... 12,156 * -- 12,156 *
Roy L. Burger(8)........................................ 5,156 * -- 5,156 *
Richard A. Montoni...................................... -- -- -- -- --
All directors and executive officers as a group (9
persons)(9)........................................... 7,876,297 40.5 844,077 7,032,220 35.3

OTHER SELLING STOCKHOLDERS
- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paul Piper.............................................. 74,192 * 74,192 -- --
BIT Class B Stockholder Liquidating Trust............... 140,052 * 81,731 58,321 *
</TABLE>

- --------------------------
* less than 1%

(1) Gives effect to the sale in this Offering of a total of 450,000 shares of
Common Stock by the Company and 1,000,000 shares by the Selling
Stockholders. Assumes the Underwriters' over-allotment is not exercised. The
address of Mr. Stevenson is c/o CIBER, Inc., 5251 DTC Parkway, Suite 1400,
Englewood, CO 80111.

(2) Represents shares held by Bobby G. Stevenson Revocable Trust, of which Mr.
Stevenson is the settlor, trustee and beneficiary and options to purchase
40,000 shares of Common Stock that are fully vested. Excludes 31,000 shares
of Common Stock held in the Irrevocable First Stevenson Charitable Remainder
Unitrust, of which shares Mr. Stevenson disclaims beneficial ownership.

(3) Includes options to purchase 451,666 shares of Common Stock that are fully
vested and 29,166 shares that are owned by members of his family.

(4) Includes 345,962 shares currently held by the John B. Maitland, Jr. Trust,
of which Mr. Maitland is the settlor, trustee and beneficiary.

(5) Includes options to purchase 181,664 shares of Common Stock that are fully
vested.

(6) Includes options to purchase 78,666 of Common Stock that are fully vested
and 10,416 shares that are owned by members of his family.

(7) Includes options to purchase 12,000 shares of Common Stock that are fully
vested.

(8) Includes options to purchase 5,000 shares of Common Stock that are fully
vested.

(9) Includes options to purchase 780,996 shares of Common Stock that are fully
vested.

38
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Bobby G. Stevenson, the Company's largest stockholder, Chief Executive
Officer and Chairman, Mac J. Slingerlend, the Company's President and Chief
Operating Officer, and Prasong Suvarnasorn, an officer of the Company, directly
and through their children, owned 85% of CIBER Network Services, Inc. ("CNSI"),
which commenced operations in July 1992. CNSI is engaged in the computer network
integration business, which business includes the procurement of computer
hardware and the installation of local and wide area computer networks and
related services.

On December 2, 1996, the Company acquired CNSI 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 net
liabilities of approximately $800,000, resulting in a total purchase price of
approximately $4.5 million. Approximately $898,000 was paid by the Company at
closing to Bobby G. Stevenson and members of his family for a debt owed to them
by CNSI.

Mr. Stevenson owned 10% of CNSI and received $375,000 in cash upon the sale
and he and members of his family were repaid approximately $898,000 for an
outstanding obligation owed to them by CNSI. Mr. Slingerlend and members of his
family owned, collectively, 60% of CNSI and received 39,166 shares of Common
Stock and $784,024 in cash upon the sale. Mr. Suvarnasorn and his family owned,
collectively, 15% of CNSI and received 15,332 shares of Common Stock and $48.00
in cash upon the sale. Additionally, contingent consideration of up to an
additional $2.6 million will be paid to the sellers if CNSI achieves certain
performance objectives in each of the 12 month periods ending October 31, 1997,
1998 and 1999. If the contingent consideration is earned, it will be payable, at
the sellers' option, in Common Stock (at the then prevailing market price for
Common Stock) or in cash. The contingent consideration, if earned, will be paid
to the sellers in accordance with their historical percentage ownership interest
in CNSI.

In order to increase the likelihood that the contingent consideration would
be earned, the Company agreed to establish a management compensation plan for
the five CNSI managers (who were also stockholders of CNSI), pursuant to which
such managers could earn additional compensation in an amount equal to the
contingent consideration for meeting or exceeding the revenue and earnings'
thresholds that trigger payment of the contingent consideration.

The acquisition was approved by a majority of the disinterested board
members of the Company, with Mr. Stevenson and Mr. Slingerlend abstaining, after
full disclosure by Mr. Stevenson, Mr. Slingerlend and Mr. Suvarnasorn of their
respective interests in CNSI and the interests of their families. In determining
the purchase price of the transaction, the board relied, in part, on independent
valuations.

The Company was a guarantor on a $3.0 million inventory purchase line of
credit with AT&T Capital Corporation to CNSI. The highest amount outstanding
under the line of credit was $1.9 million during the year ended June 30, 1995,
and $2.0 million during the year ended June 30, 1996. In connection with the
acquisition, the Company assumed CNSI's liability under this line of credit
which had an outstanding balance of approximately $1.1 million at December 2,
1996. Messrs. Stevenson and Slingerlend guaranteed this line of credit and
indemnified the Company against losses that could have been incurred as a result
of its guaranty. These personal guaranties were released at the closing of the
purchase of CNSI. In addition, CNSI had a $2.5 million bank line of credit with
UMB Bank Colorado. This line of credit was secured by Mr. Stevenson's pledge of
250,000 shares of Common Stock. These shares were released by the bank upon the
sale of CNSI to the Company and were returned to Mr. Stevenson.

During the years ended June 30, 1994, 1995 and 1996, the Company purchased
from CNSI several local area networks and various computer equipment and
software for approximately $160,000, $268,000 and $923,000, respectively. In
January 1994, the Company and CNSI entered into a month-to-month management
services agreement, which provided that the Company would supply accounting and
other administrative services to CNSI at a monthly cost of $2,500. See Notes 9
and 12 of Notes to Consolidated Financial Statements.

39
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company, the Selling Stockholders and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Hanifen, Imhoff Inc., and
J.P. Morgan Securities Inc. (the "Underwriters"), the Company and the Selling
Stockholders have agreed to sell to each of the Underwriters, and each of the
Underwriters has severally agreed to purchase from the Company and the Selling
Stockholders, the number of shares of Common Stock set forth opposite its name
below. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the shares of Common Stock
offered hereby if any of such shares are purchased.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...........................................................
Hanifen, Imhoff Inc..............................................................
J.P. Morgan Securities Inc.......................................................
----------
Total.................................................................. 1,450,000
----------
----------
</TABLE>

The Underwriters have advised the Company that they propose initially to
offer the shares of Common Stock to the public at the public offering price set
forth on the cover page of this Prospectus, and to certain dealers at such price
less a concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per share to
certain other dealers. After the Offering, the public offering price, concession
and discount may be changed.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 217,500
additional shares of Common Stock at the public offering price set forth on the
cover page of this Prospectus, less the underwriting discount. The Underwriters
may exercise this option only to cover over-allotments, if any, made on the sale
of the shares of Common Stock offered hereby. If the Underwriters exercise this
option, each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage thereof which the
number of shares of Common Stock to be purchased by it shown in the foregoing
table is of the 1,450,000 shares initially offered hereby.

The Company and the directors and executive officers of the Company have
agreed not to offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, or file or cause to be filed a registration statement under the
Securities Act with respect to, any shares of Common Stock, securities
convertible into, exchangeable for or repayable with such shares or rights or
warrants to acquire such shares, for a period of 90 days after the date of this
Prospectus without the prior written consent of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, except that the Company may, without such consent, grant
options pursuant to its benefit plans or issue shares of Common Stock upon
exercise of options currently outstanding, or issue, or file registration
statements with respect to, up to a specified number of shares of Common Stock
in connection with acquisitions under certain circumstances.

In connection with the Offering, certain Underwriters (and selling group
members, if any) may engage in passive market making transactions in the Common
Stock on the Nasdaq National Market in accordance with Rule 10b-6A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule 10b-6A
permits, upon satisfaction of certain conditions, underwriters and selling group
members participating in a distribution that are also market makers in the
security being distributed to engage in limited market making transactions
during the period when Rule 10b-6 under the Exchange Act would otherwise
prohibit such activity, Rule 10b-6A prohibits underwriters and selling group
members engaged in the passive market making, generally, from entering a bid or
effecting a purchase at a price that exceeds

40
<PAGE>
the highest bid for those securities displayed on the Nasdaq National Market by
a market maker that is not participating in the distribution. Under Rule 10b-6A,
each underwriter or selling group member engaged in passive market making is
subject to a daily net purchase limitation equal to 30% of such entity's average
daily trading volume during the two full consecutive calendar months immediately
preceding the date of the filing of the registration statement under the
Securities Act, pertaining to the security to be distributed.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make in respect thereof.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Davis, Graham & Stubbs LLP, Denver, Colorado. Certain legal matters
will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.

EXPERTS

The consolidated balance sheets of CIBER, Inc. and subsidiaries as of June
30, 1996 and 1995, 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, have been included and incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, appearing elsewhere
and incorporated by reference herein, and upon the authority of said firm as
experts in auditing and accounting.

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Exchange Act,
and, in accordance therewith, files annual and quarterly reports, proxy
statements and other information with the Securities Exchange Commission (the
"Commission").

The Company has filed with the Commission in Washington, D.C. a Registration
Statement on Form S-3 under the Securities Act with respect to the shares of
Common Stock offered by this Prospectus. This Prospectus, which forms part of
the Registration Statement, 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
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in all respects by such reference. The Company has filed an 8-K
concurrently with the Registration Statement, of which the Prospectus is a part,
that restates the Company's financial statements to reflect the merger of
Spectrum into the Company, which merger was accounted for as a pooling of
interests.

The Registration Statement, including exhibits and schedules thereto, 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 1400, 7 World Trade Center,
13th Floor, New York, New York 10048, upon payment of the charges prescribed
therefor by the Commission, or may be examined without charge at the office of
the Commission. The Commission also maintains a Web site at http://www.sec.gov
contain the Registration Statement and reports, proxy statements and other
information concerning the Company. The Registration Statement and reports,
proxy statements and other information concerning the Company may also be
inspected and copied at the offices of the Nasdaq National Market.

41
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

(1) Annual Report on Form 10-K for the year ended June 30, 1996, filed with
the Commission on September 27, 1996.

(2) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996,
filed with the Commission on November 8, 1996.

(3) Current Report on Form 8-K, filed with the Commission on December 12,
1996.

(4) Definitive Proxy Statement for the 1996 Annual Meeting of Stockholders,
filed with the Commission on September 27, 1996.

(5) The description of the Company's Capital Stock contained in the
Registration Statement on Form 8-A (File No. 0-23488) filed with the
Commission on February 25, 1994.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock offered hereby 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 in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for purposes of this Prospectus 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
Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to the Secretary,
CIBER, Inc., 5251 DTC Parkway, Suite 1400, Englewood, CO 80111, (303) 220-0100.

The information in this Prospectus is qualified in its entirety by the more
detailed information and Consolidated Financial Statements and Notes thereto
appearing in this Prospectus or incorporated by reference herein.

42
<PAGE>
CIBER, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Financial Statements of CIBER, Inc. and subsidiaries:

Independent Auditors' Report.............................................. F-2

Consolidated Balance Sheets -- June 30, 1995 and 1996, and (unaudited)
September 30, 1996...................................................... F-3

Consolidated Statements of Operations -- Years Ended June 30, 1994, 1995
and 1996, and (unaudited) three months ended September 30, 1995 and
1996.................................................................... F-4

Consolidated Statements of Stockholders' Equity -- Years Ended June 30,
1994, 1995 and 1996, and (unaudited) three months ended September 30,
1996.................................................................... F-5

Consolidated Statements of Cash Flows -- Years Ended June 30, 1994, 1995
and 1996, and (unaudited) three months ended September 30, 1995 and
1996.................................................................... F-6

Notes to Consolidated Financial Statements................................ F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
CIBER, Inc.:

We have audited the accompanying 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. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CIBER, Inc.
and subsidiaries as of June 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended June 30, 1996 in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
August 6, 1996, except as to
the first and second paragraphs
of Note 2, which are as of
October 28, 1996.

F-2
<PAGE>
CIBER, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
JUNE 30,
-------------------- SEPTEMBER 30,
1995(1) 1996(1) 1996
--------- --------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................................... $ 2,335 $ 17,071 $ 19,401
Accounts receivable.......................................... 26,305 34,969 34,732
Prepaid expenses and other assets............................ 697 628 1,134
Income taxes................................................. -- -- 195
Deferred income taxes........................................ -- 417 --
--------- --------- -------------
Total current assets....................................... 29,337 53,085 55,462
--------- --------- -------------
Property and equipment, at cost................................ 3,250 4,992 5,624
Less accumulated depreciation and amortization................. (1,735) (2,508) (2,712)
--------- --------- -------------
Net property and equipment................................... 1,515 2,484 2,912
--------- --------- -------------
Intangible assets, net......................................... 12,693 12,775 17,148
Deferred income taxes.......................................... 440 458 530
Other assets................................................... 445 920 857
--------- --------- -------------
Total assets............................................... $ 44,430 $ 69,722 $ 76,909
--------- --------- -------------
--------- --------- -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Bank revolving lines of credit............................... $ 5,800 $ -- $ --
Notes payable................................................ 110 -- --
Trade payables............................................... 1,606 1,521 1,829
Accrued compensation......................................... 6,598 6,670 9,588
Accrued expenses and other liabilities....................... 1,537 2,584 2,161
Income taxes payable......................................... 792 640 --
Deferred income taxes........................................ 1,885 -- 1,654
--------- --------- -------------
Total current liabilities.................................. 18,328 11,415 15,232
Long-term acquisition costs payable............................ 300 200 200
--------- --------- -------------
Total liabilities.......................................... 18,628 11,615 15,432
--------- --------- -------------
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued............................... -- -- --
Common stock, $0.01 par value, 40,000,000 shares authorized,
15,182,000, 17,790,000, and 17,935,000 shares issued and
outstanding................................................ 152 178 179
Additional paid-in capital................................... 13,515 37,237 41,102
Retained earnings............................................ 12,135 20,692 20,196
--------- --------- -------------
Total stockholders' equity................................. 25,802 58,107 61,477
--------- --------- -------------
Commitments and contingencies
Total liabilities and stockholders' equity................. $ 44,430 $ 69,722 $ 76,909
--------- --------- -------------
--------- --------- -------------
</TABLE>

- --------------------------

(1) Restated for Spectrum pooling of interests -- See Note 2.

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
CIBER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

- ------------------------

(1) Restated for Spectrum pooling of interests -- See Note 2.

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
CIBER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED JUNE 30, 1994, 1995 AND 1996
AND THREE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------------ PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCES AT JULY 1, 1993(1)............................... 11,586 $ 116 $ 423 $ 6,209 $ 6,748
Stock or stock option redemption.......................... -- -- (2) (33) (35)
Issuance of common stock for options exercised............ 400 4 369 -- 373
Common stock issued in initial public offering, net of
offering costs of $1,200................................ 2,950 30 10,557 -- 10,587
Issuance of common stock in connection with acquisition... 120 1 499 -- 500
Compensation expense related to stock options............. -- -- 7 -- 7
Net income................................................ -- -- -- 2,348 2,348
----------- ----- ----------- ----------- -------------
BALANCES AT JUNE 30, 1994(1).............................. 15,056 151 11,853 8,524 20,528
Issuance of common stock for options exercised of merged
company................................................. -- -- 85 -- 85
Stock redemption of merged company........................ -- -- (35) -- (35)
Issuance of common stock for options exercised............ 86 1 59 -- 60
Sale of common stock under employee stock purchase plan... 16 -- 72 -- 72
Tax benefit from exercise of stock options................ -- -- 422 -- 422
Termination of S corporation tax status of merged
company................................................. -- -- 854 (854) --
Reversal of deferred compensation liability............... -- -- 86 -- 86
Issuance of common stock in connection with acquisition... 24 -- 100 -- 100
Compensation expense related to stock options............. -- -- 19 -- 19
Net income................................................ -- -- -- 4,465 4,465
----------- ----- ----------- ----------- -------------
BALANCES AT JUNE 30, 1995(1).............................. 15,182 152 13,515 12,135 25,802
Issuance of common stock for options exercised............ 582 6 444 -- 450
Sale of common stock under employee stock purchase plan... 90 1 797 -- 798
Common stock issued in public offering, net of offering
costs of $1,532......................................... 1,912 19 18,971 -- 18,990
Sale of common stock...................................... -- -- 12 -- 12
Tax benefit from exercise of stock options................ -- -- 2,643 -- 2,643
Termination of S corporation tax status of merged
company................................................. -- -- 736 (736) --
Issuance of common stock in connection with acquisition... 24 -- 100 -- 100
Compensation expense related to stock options............. -- -- 19 -- 19
Net income................................................ -- -- -- 9,293 9,293
----------- ----- ----------- ----------- -------------
BALANCES AT JUNE 30, 1996(1).............................. 17,790 178 37,237 20,692 58,107
Issuance of common stock for options exercised............ 121 1 213 -- 214
Sale of common stock under employee stock purchase plan... 24 -- 328 -- 328
Sale of common stock...................................... -- -- 30 -- 30
Tax benefit from exercise of stock options................ -- -- 1,141 -- 1,141
Compensation expense related to stock and stock options... -- -- 23 -- 23
Termination of S corporation tax status of merged
company................................................. -- -- 2,130 (2,130) --
Net income................................................ -- -- -- 1,634 1,634
----------- ----- ----------- ----------- -------------
BALANCES AT SEPTEMBER 30, 1996 (UNAUDITED)................ 17,935 $ 179 $ 41,102 $ 20,196 $ 61,477
----------- ----- ----------- ----------- -------------
----------- ----- ----------- ----------- -------------
</TABLE>

- ------------------------------

(1) Restated for Spectrum pooling of interests -- See Note 2.

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
CIBER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
------------------------------- --------------------
1994(1) 1995(1) 1996(1) 1995(1) 1996
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income..................................................... $ 2,348 $ 4,465 $ 9,293 $ 1,921 $ 1,634
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................ 1,050 1,922 2,567 581 809
Deferred income taxes........................................ (9) 240 (1,277) 84 956
Compensation expense related to stock and stock options...... 7 19 19 4 23
Changes in operating assets and liabilities, net of the
effect of acquisitions:
Accounts receivable.......................................... (3,054) (8,268) (8,664) (1,732) 237
Intangible assets............................................ -- -- (127) (127) (140)
Other current and long-term assets........................... (133) (298) (405) (606) (443)
Trade payables............................................... 670 519 (85) 14 308
Accrued compensation......................................... 1,740 1,153 47 2,035 2,873
Income taxes................................................. 277 215 (152) 265 (835)
Other liabilities............................................ (663) 669 983 (402) (423)
--------- --------- --------- --------- ---------
Net cash provided by operating activities................ 2,233 636 2,199 2,037 4,999
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Acquisitions................................................... (9,920) (5,213) (1,725) (956) (4,980)
Purchases of property and equipment............................ (481) (917) (1,678) (239) (445)
(Purchases) sales of short-term investments.................... (1,024) 1,140 -- -- --
Advances to affiliates......................................... (9,083) -- -- -- --
Payments from affiliates....................................... 10,402 -- -- -- --
--------- --------- --------- --------- ---------
Net cash used in investing activities.................... (10,106) (4,990) (3,403) (1,195) (5,425)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Net borrowings (payments) on bank lines of credit.............. (2,280) 4,131 (5,800) (700) --
Proceeds from sales of common stock, net....................... 10,960 217 20,250 147 572
Current tax benefit from exercise of stock options............. -- 422 1,600 379 2,184
Payments on notes payable...................................... (65) (55) (110) (110) --
Redemption of stock or stock option............................ (35) (35) -- -- --
Payments on notes payable-related party........................ (304) -- -- -- --
--------- --------- --------- --------- ---------
Net cash provided by (used in) financing activities...... 8,276 4,680 15,940 (284) 2,756
--------- --------- --------- --------- ---------
Net increase in cash and cash equivalents................ 403 326 14,736 558 2,330
Cash and cash equivalents, beginning of period................. 1,606 2,009 2,335 2,335 17,071
--------- --------- --------- --------- ---------
Cash and cash equivalents, end of period....................... $ 2,009 $ 2,335 $ 17,071 $ 2,893 $ 19,401
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Supplemental cash flow information:
Cash paid for interest......................................... $ 200 $ 291 $ 213 $ 100 $ --
Cash paid for income taxes..................................... 957 1,946 4,738 445 366
Supplemental noncash investing and financing activities:
Increase in liabilities to acquire assets in acquisitions...... 2,093 225 -- -- --
Decrease in current liabilities due to reversal of deferred
compensation liability....................................... -- 86 -- -- --
Issuance of common stock in connection with acquisition........ 500 100 100 -- --
</TABLE>

- ------------------------------

(1) Restated for Spectrum pooling of interests -- See Note 2.

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1994, 1995 AND 1996
(INFORMATION AS OF SEPTEMBER 30, 1996 AND FOR THE THREE MONTH PERIODS
ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF OPERATIONS

CIBER, Inc. ("CIBER" or 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. As of September 30, 1996, CIBER has approximately 2,000 consultants
operating out of over 30 offices in over 20 states, plus one office in each of
two foreign countries.

The Company's core business is application software staff supplementation
and is provided by the CIBER Information Services ("CIS") division. The Company
provides strategic technology services through its wholly-owned subsidiaries:
Spectrum Technology Group, Inc. ("Spectrum") and Business Information
Technology, Inc. ("BIT"). 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.

(B) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. Cash
equivalents consist of money market funds.

(D) PROPERTY AND EQUIPMENT

Property and equipment, which consists primarily of office equipment and
furniture, is stated at cost. Repair and maintenance costs are charged to
expense. Depreciation is computed using the straight-line and accelerated
methods over the estimated useful lives, ranging primarily from five to seven
years. Depreciation expense was $360,000, $545,000 and $790,000 for the years
ended June 30, 1994, 1995 and 1996, respectively.

(E) INTANGIBLE ASSETS

Intangible assets consist of client lists, goodwill, noncompete agreements
and software license costs. Client lists are amortized over the estimated useful
lives ranging from two to eight years. Goodwill is amortized over 12 to 15
years. Noncompete agreements and software license costs are amortized over the
terms of the contracts, which range from two to eight years. Amortization is
recorded using the straight-line method.

F-7
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Intangible assets will be reviewed for impairment when events indicate the
carrying amount of intangible assets may not be recoverable. Events that may
indicate a need to assess recoverability include significant changes in business
conditions, continuing losses or a forecasted inability to achieve at least
break-even operating results over a long period. Management does not believe
current events or circumstances provide evidence that intangible assets have
been impaired. Impairments would be considered to exist when the estimated
non-discounted future cash flows expected to result from the use of the
intangible asset are less than the carrying amount of the asset. Impairment, if
any, will be measured based on forecasted future discounted operating cash
flows.

(F) REVENUE RECOGNITION

The Company recognizes revenue on contracts as services are rendered.
Revenues include reimbursable expenses directly incurred in providing services
to clients. Reimbursable expenses totaled $2,368,000, $3,896,000 and $4,610,000
for the years ended June 30, 1994, 1995 and 1996, respectively.

(G) INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A tax benefit or expense is
recognized for the net change in the deferred tax asset or liability during the
period. The effect on deferred tax assets and liabilities due to a change in tax
rates is recognized in income tax expense in the period that includes the
enactment date.

During the quarter ended December 31, 1995, Spectrum elected S corporation
status for federal income tax purposes, effective for its tax year ended
December 31, 1995. As an S corporation, Spectrum was generally not subject to
income taxes. As a result of the change in Spectrum's tax status, income tax
expense for the quarter ended December 31, 1995 includes a tax benefit of
$818,000, resulting from the elimination of Spectrum's net deferred tax
liability. Thereafter, no provision for income taxes is included in the
consolidated financial statements for the operations of Spectrum prior to its
merger with CIBER. Upon Spectrum's merger with CIBER, Spectrum's S corporation
status was terminated and the Company has recorded a one-time income tax expense
of $1,202,000 to record the net deferred tax liability of Spectrum at the merger
date.

Prior to their merger with the Company, Practical Business Solutions, Inc.
("PBSI"), and Spencer & Spencer Systems, Inc. ("SSSI") each had elected S
corporation status for U.S. federal income tax purposes, and therefore were
generally not subject to income taxes. Accordingly, no provision for income
taxes is included in the consolidated financial statements for the operations of
these companies prior to their merger with CIBER. The related net deferred tax
liability at the merger date has been recorded as income tax expense. See note
1(j).

(H) STOCK SPLIT

The Company's Board of Directors authorized a two-for-one stock split
effected in the form of a 100% stock dividend payable on June 14, 1996, to
stockholders of record on May 31, 1996. As a result of the stock split, an
additional 8,468,000 common shares were issued. Stockholders' equity has been
restated to give retroactive recognition to the stock split for all periods
presented by reclassifying from additional paid-in capital to common stock the
par value of the additional shares arising from the split. In addition, all

F-8
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

references in the consolidated financial statements to number of common shares,
per share amounts and stock option data have been restated.

(I) STOCK-BASED COMPENSATION

CIBER uses the intrinsic value-based method for measuring stock-based
compensation cost, which measures compensation cost as the excess, if any, of
the quoted market price of CIBER common stock at the grant date over the amount
the employee must pay for the stock. CIBER generally grants stock options at
fair market value at the date of grant.

(J) PRO FORMA NET INCOME

To properly reflect the Company's pro forma net income, the net income of
Spectrum, PBSI and SSSI, which was not subject to income taxes because of their
S corporation status, has been tax effected and included in the pro forma
adjustment to income tax expense in the accompanying consolidated statements of
operations. This adjustment was computed as if the merged companies had been
taxable entities subject to federal and state income taxes for all periods prior
to their merger with CIBER at the marginal rates applicable in such periods.

The pro forma adjustment to income tax expense for the year ended June 30,
1996 has also been effected to exclude an income tax benefit of $818,000,
representing the tax benefit resulting from Spectrum's conversion to an S
corporation. In addition, the pro forma adjustment to income tax expense for the
years ended June 30, 1995 and 1996 and for the three months ended September 30,
1996 has been effected to exclude income tax expense of $284,000, $475,000 and
$1,202,000, respectively, representing the one-time tax expense resulting from
the termination of the S corporation status of SSSI, PBSI and Spectrum.

(K) PRO FORMA INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Pro forma income per common and common equivalent share is computed on the
basis of weighted average number of shares outstanding during the period and
common equivalent shares. Common equivalent shares of 1,906,000, 1,806,000 and
1,561,000 in fiscal 1994, 1995 and 1996, respectively, and 1,964,000 and
1,244,000 for the three months ending September 30, 1995 and 1996, respectively,
consist of stock options, determined using the treasury stock method. Pursuant
to a Securities and Exchange Commission Staff Accounting Bulletin, common and
common equivalent shares issued during the twelve-month period prior to the
Company's initial public offering in March 1994 at prices less than the initial
public offering price have been included in the calculation as if they were
outstanding for all periods prior to the initial public offering (using the
treasury stock method and the initial public offering price). In addition, the
shares and the options issued in connection with business combinations accounted
for as a pooling of interests have been treated as if they had been issued and
outstanding for all periods prior to the merger.

(L) ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F-9
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(M) FAIR VALUE OF FINANCIAL INSTRUMENTS

Unless otherwise stated herein, the fair value of the Company's financial
instruments approximate their carrying amounts due to the relatively short
periods to maturity of the instruments and/or variable interest rates of the
instruments, which approximate current market rates.

(N) UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

The consolidated financial statements as of September 30, 1996 and for the
three months ended September 30, 1995 and 1996 are unaudited but, in the opinion
of management, include all adjustments, consisting only of normal recurring
adjustments, which are necessary for a fair presentation of the consolidated
financial condition, results of operations and cash flows. Information in the
notes to consolidated financial statements that relate to the interim unaudited
consolidated financial statements is also unaudited. The operating results for
the three months ended September 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending June 30, 1997.

(2) POOLINGS OF INTERESTS

On September 3, 1996, Spectrum merged with CIBER in a business combination
accounted for as a pooling of interests. CIBER issued 853,116 shares of common
stock in exchange for all of the outstanding common stock of Spectrum.
Accordingly, the Company's consolidated financial statements have been restated
for all periods prior to the merger to include the results of operations,
financial position and cash flows of Spectrum with those of the Company.

Revenues, net income (loss) and pro forma net income of the separate
companies and of the two companies combined were (in thousands):

<TABLE>
<CAPTION>
CIBER
(AS
PREVIOUSLY
REPORTED) SPECTRUM COMBINED
------------- ----------- ----------
<S> <C> <C> <C>
Three months ended September 30, 1996:
Revenues.............................................. $ 45,292 $ 4,197 $ 49,489
Net income (loss)..................................... 2,169 (535) 1,634
Pro forma net income.................................. 2,169 434 2,603
Year ended June 30, 1996:
Revenues.............................................. $ 156,873 $ 15,278 $ 172,151
Net income............................................ 8,142 1,151 9,293
Pro forma net income.................................. 8,531 229 8,760
Year ended June 30, 1995:
Revenues.............................................. $ 120,151 $ 10,307 $ 130,458
Net income............................................ 4,175 290 4,465
Pro forma net income.................................. 4,296 290 4,586
Year ended June 30, 1994:
Revenues.............................................. $ 79,810 $ 8,123 $ 87,933
Net income............................................ 2,262 86 2,348
Pro forma net income.................................. 2,258 86 2,344
</TABLE>

In May 1996, PBSI merged with CIBER in a business combination accounted for
as a pooling of interests. In connection with the merger of PBSI with CIBER, the
Company incurred merger costs of $901,000, which were expensed in the quarter
ended June 30, 1996. In fiscal 1995, SSSI and BIT merged with CIBER in business
combinations each accounted for as a pooling of interests. In connection with
the

F-10
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

mergers of SSSI and BIT, the Company incurred merger costs of $1,075,000, which
were expensed in the quarter ended June 30, 1995. The Company's consolidated
financial statements include the accounts and operations of SSSI, BIT and PBSI
for all periods prior to the respective merger.

(3) ACQUISITIONS

From July 1, 1993 through September 30, 1996, CIBER made the acquisitions
set forth below. Each of these acquisitions has been accounted for under the
purchase method of accounting for business combinations and, accordingly, the
accompanying consolidated financial statements include the results of operations
of each acquired business since the date of acquisition. Pro forma results of
operations have not been presented because the effects were not material to
revenues or net income.

BUSINESS SYSTEMS DEVELOPMENT DIVISION -- In July 1996, the Company acquired
certain assets, liabilities and all of the business operations of the Business
Systems Development division of DataFocus, Inc., Fairfax, Virginia, a subsidiary
of KTI, Inc. The aggregate purchase price was $4,980,000, of which $4,751,000
has been allocated to goodwill and $229,000 has been allocated to other net
assets. This division provides Microsoft technology-based computer software
consulting services.

OASYS, INC. -- In March 1996, the Company acquired certain assets and all of
the business operations of Oasys, Inc., located near Columbus, Ohio. The
consideration paid for this acquisition was $769,000 in cash. The excess of the
purchase price over the estimated fair value of net assets acquired amounted to
$740,000, which has been accounted for as goodwill. In addition, if the
operations acquired achieve certain levels of revenue, the Company would be
required to pay, through December 31, 1998, additional cash consideration to the
former owners. The Company would record such additional consideration paid, if
any, as additional goodwill.

MINNESOTA BRANCH -- In September 1995, the Company acquired certain assets
and liabilities and all of the business operations of the Rochester, Minnesota
branch office of Broadway & Seymour, Inc. The consideration paid for this
acquisition was $956,000 in cash and the assumption of $16,000 of net
liabilities. The excess of the purchase price over the estimated fair value of
net assets acquired amounted to $972,000, which has been accounted for as
goodwill.

INTERFACE SYSTEMS, INC. ("ISI") -- In January 1995, the Company acquired
certain assets and all of the business operations of ISI, located in Holmdel,
New Jersey. The consideration for the acquisition was $3,350,000. In addition,
if the operations acquired achieve certain levels of income, the Company will be
required to pay annually, through December 31, 1997, additional consideration in
the form of shares of common stock to the former owners. The Company would
record such additional consideration paid, if any, as additional goodwill. The
aggregate purchase price was allocated, based upon fair values, to: client lists
$1,771,000, goodwill $1,500,000, noncompete agreements $60,000 and other assets
$19,000.

C.P.U., INC. ("CPU") -- In June 1994, the Company acquired certain assets
and all of the business operations of CPU, located in Rochester, New York. The
total consideration for this acquisition was $12,359,000, of which $9,859,000
was paid in cash at closing, $1,500,000 was paid in fiscal 1995, $500,000 was
paid through the issuance of common stock of the Company, and $500,000 of common
stock issuable in equal installments over five years. The first two of these
stock issuances had been made as of June 30, 1996. The aggregate purchase price
was allocated, based upon fair values, to: client lists $5,000,000, goodwill
$4,500,000, noncompete agreements $600,000, accounts receivable $2,163,000 and
other net assets $96,000.

F-11
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) INTANGIBLE ASSETS

Intangible assets consist of the following at June 30, 1995 and 1996 (in
thousands):

<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Goodwill................................................................ $ 5,975 $ 7,687
Client lists............................................................ 6,872 6,872
Noncompete agreements................................................... 2,725 2,845
Software license costs.................................................. 310 337
--------- ---------
15,882 17,741
Less accumulated amortization........................................... (3,189) (4,966)
--------- ---------
$ 12,693 $ 12,775
--------- ---------
--------- ---------
</TABLE>

(5) BANK REVOLVING LINES OF CREDIT

The Company has a revolving line of credit agreement with a bank providing
for outstanding borrowings of up to 80% of eligible accounts receivable with a
maximum borrowing of $15,000,000. Outstanding borrowings bear interest at the
bank's prime rate (8.25% at June 30, 1996). Borrowings under the agreement are
collateralized by substantially all the assets of the Company. The credit
agreement requires a commitment fee of 0.225% per annum on any unused portion.

The terms and conditions of the credit agreement include several covenants,
including those whereby the Company agrees to the maintenance of a certain
tangible net worth and debt service coverage ratios and imposes limits on the
incurrence of additional indebtedness. Amounts advanced under the line of credit
can be used to consummate an acquisition and may be required by the bank to be
converted into a five-year term note payable in equal amounts of interest and
principal; in such event, the line of credit would be reduced by the amount of
the term note.

At June 30, 1996, Spectrum had a $650,000, unsecured, revolving line of
credit with a bank. Outstanding borrowings bear interest at the bank's prime
rate. No borrowings were outstanding at June 30, 1996.

(6) LEASES

The Company has several noncancelable operating leases for office space.
Rental expense for operating leases totaled $1,456,000, $1,804,000 and
$1,835,000 for the years ended June 30, 1994, 1995 and 1996, respectively.

Future minimum lease payments as of June 30, 1996 are (in thousands):

<TABLE>
<CAPTION>
Year ending June 30:
<S> <C>
1997.............................................................. $ 1,580
1998.............................................................. 1,414
1999.............................................................. 1,216
2000.............................................................. 585
2001.............................................................. 90
---------
Total minimum lease payments.................................... $ 4,885
---------
---------
</TABLE>

F-12
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) INCOME TAXES

Income tax expense (benefit) for the years ended June 30, 1994, 1995 and
1996 consists of the following (in thousands):

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal........................................................................... $ 1,230 $ 2,555 $ 5,246
State and local................................................................... 95 354 909
Foreign........................................................................... 35 59 110
--------- --------- ---------
1,360 2,968 6,265
--------- --------- ---------
Deferred:
Federal........................................................................... (15) 198 (1,083)
State and local................................................................... 6 42 (194)
--------- --------- ---------
(9) 240 (1,277)
--------- --------- ---------
Income tax expense.............................................................. $ 1,351 $ 3,208 $ 4,988
--------- --------- ---------
--------- --------- ---------
</TABLE>

Actual income tax expense for the years ended June 30, 1994, 1995 and 1996
differed from the amounts computed by applying the expected U.S. federal income
tax rate to income before income taxes as a result of the following (in
thousands):

<TABLE>
<CAPTION>
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Computed expected tax expense at 34.0%........................................ $ 1,258 $ 2,609 $ 4,856
Increase (decrease) in income taxes resulting from:
State and local income taxes, net of federal income tax benefit............. 67 257 556
Nondeductible merger costs.................................................. -- 236 38
Termination of S corporation status of merged companies..................... -- 284 475
Conversion of merged company to an S corporation............................ -- -- (818)
S corporation income of merged companies.................................... (4) (96) (161)
Other....................................................................... 30 (82) 42
----------- ----------- -----------
Income tax expense........................................................ $ 1,351 $ 3,208 $ 4,988
----------- ----------- -----------
----------- ----------- -----------
Effective tax rate.......................................................... 36.5% 41.8% 34.9%
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

For the year ended June 30, 1996, the Company recognized $2,643,000 as a
direct increase to additional paid-in capital for the tax benefit resulting from
the exercise of stock options. Of this amount, $1,600,000 reduced income taxes
payable at June 30, 1996 and $1,043,000 is included in deferred tax assets,
which will be used to reduce income taxes payable for the year ending June 30,
1997.

F-13
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of the net deferred tax asset or liability at June 30, 1995
and 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Intangible assets, due to differences in amortization periods.................... $ 176 $ 458
Accounts payable................................................................. 234 186
Accrued expenses, due to accruals not currently tax deductible................... 1,005 443
Net operating loss carryforwards of BIT.......................................... 264 --
Future tax benefit of stock options exercised.................................... -- 1,043
Other............................................................................ 4 --
--------- ---------
1,683 2,130
--------- ---------
Deferred tax liabilities:
Accounts receivable.............................................................. (3,128) (1,255)
--------- ---------
Net deferred tax asset (liability)............................................. $ (1,445) $ 875
--------- ---------
--------- ---------
Balance sheet classification of net deferred tax asset (liability):
Deferred tax asset-current....................................................... $ -- $ 417
Deferred tax asset-long term..................................................... 440 458
Deferred tax liability-current................................................... (1,885) --
--------- ---------
Net deferred tax asset (liability)............................................. $ (1,445) $ 875
--------- ---------
--------- ---------
</TABLE>

Deferred taxes related to accounts payable and accounts receivable are
primarily related to Spectrum and BIT utilizing the cash basis of accounting for
income tax purposes, prior to their merger with CIBER.

(8) STOCKHOLDERS' EQUITY

On October 29, 1996, the Company's stockholders' approved: (i) an increase
in the number of authorized shares of common stock from 20,000,000 to
40,000,000, (ii) an increase in the number of shares of common stock reserved
for issuance pursuant to the Company's Employee Stock Purchase Plan from 500,000
to 1,000,000, and (iii) an increase in the number of shares of common stock
reserved for issuance pursuant to the Company's Equity Incentive Plan (the
"Employees' Plan") from 1,000,000 to 2,000,000.

(A) EMPLOYEE STOCK PURCHASE PLAN

In January 1995, the Company established a stock purchase plan that allows
eligible employees to purchase, through payroll deductions, shares of the
Company's common stock at 85% of the fair market value at specified dates. The
Company has reserved 1,000,000 shares of common stock for issuance under the
Employee Stock Purchase Plan. During the years ended June 30, 1995 and 1996,
employees purchased 16,880 and 90,268 shares of common stock, respectively.

(B) STOCK OPTION PLANS

1989 PLAN -- The Company established a stock option plan in 1989 that was
discontinued during fiscal 1994. The options are 100% vested as of July 1, 1995
and are subject to certain restrictions. The options expire 20 years after the
date of grant through 2013.

F-14
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

EMPLOYEES' PLAN -- The Company established in 1994 a stock option plan for
employees and has reserved 2,000,000 shares of the Company's authorized but
unissued common stock for granting of options. Under this plan, the plan
administrators may grant restricted stock, stock options, performance bonuses or
any combination thereof to officers, employees and consultants. The number of
awards granted annually is determined by the compensation committee of the Board
of Directors. Options become exercisable as determined at the date of grant by
the Board of Directors and expire within 10 years from the date of grant. No
portion of the option vests before six months after the date of grant.

DIRECTORS' PLAN -- The Company also established in 1994 a stock option plan
for non-employee directors, and has reserved 100,000 shares of the Company's
authorized but unissued common stock for granting of options thereto. Under this
plan, stock options are non-discretionary and granted annually at the fair
market value of the Company's common stock on the date of grant. The number of
options granted annually is fixed by the plan. Options become exercisable as
determined at the date of grant by the Board of Directors and expire 10 years
from the date of grant.

SSSI OPTION AGREEMENT -- In May 1995, the Company established a stock option
plan for Mr. David T. Pieroni as part of the SSSI merger. The Company granted an
option to purchase 134,268 shares of common stock at $.005 per share. This
option was exercised during the year ended June 30, 1996.

At June 30, 1996, there were 2,329,322 common shares reserved for stock
options (excluding the increase in authorized shares approved by stockholders on
October 29, 1996) and options for 1,360,322 common shares were exercisable under
the Company's stock option plans.

F-15
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following summarizes activity under the Company's 1989, Employees' and
Directors' stock option plans:

<TABLE>
<CAPTION>
PER SHARE OPTION
SHARES UNDER OPTION PRICE
------------------- ---------------------
<S> <C> <C>
1989 PLAN
Outstanding at June 30, 1993..................... 1,904,560 $ 0.46 - 1.06
Granted.......................................... 290,626 1.29
Redeemed......................................... (34,874) 0.77
Exercised........................................ (400,000) 0.46 - 1.29
----------
Outstanding at June 30, 1994..................... 1,760,312 0.46 - 1.29
Exercised........................................ (85,000) 0.46 - 1.29
----------
Outstanding at June 30, 1995..................... 1,675,312 0.46 - 1.29
Exercised........................................ (403,990) 0.46 - 1.29
----------
Outstanding at June 30, 1996..................... 1,271,322 0.46 - 1.29
----------
----------
EMPLOYEES' PLAN
Outstanding at June 30, 1993..................... -- --
Granted.......................................... 200,000 $ 4.17 - 4.40
----------
Outstanding at June 30, 1994..................... 200,000 4.17 - 4.40
Granted.......................................... 120,000 4.38
Canceled......................................... (18,000) 4.38
----------
Outstanding at June 30, 1995..................... 302,000 4.17 - 4.40
Granted (a)...................................... 473,894 0.01 - 19.88
Exercised........................................ (42,000) 4.17 - 4.38
Canceled......................................... (1,000) 16.38
----------
Outstanding at June 30, 1996..................... 732,894 0.01 - 19.88
----------
----------
DIRECTORS' PLAN
Outstanding at June 30, 1993..................... -- --
Granted.......................................... 10,000 $ 4.00
----------
Outstanding at June 30, 1994..................... 10,000 4.00
Granted.......................................... 12,000 4.44 - 6.31
----------
Outstanding at June 30, 1995..................... 22,000 4.00 - 6.31
Granted.......................................... 14,000 10.75 - 11.63
----------
Outstanding at June 30, 1996..................... 36,000 4.00 - 11.63
----------
----------
</TABLE>

- ------------------------

(a) Includes options for 72,185 shares, at $.01 per share, granted in connection
with PBSI's merger with CIBER, which options replaced existing PBSI stock
options.

(9) RELATED PARTY TRANSACTIONS

Prior to the acquisition of CIBER Network Services, Inc. ("CNSI") on
December 2, 1996 (see note 12), the Company was a guarantor on an inventory
purchase line of credit with AT&T Capital Corporation to CNSI. CNSI was majority
owned by certain officers of the Company. Effective October 25, 1996, the
maximum borrowings available under this line of credit was increased from
$2,000,000 to $3,000,000. As of June 30, 1996 and September 30, 1996, the
outstanding amount under the line of credit was $1,774,000 and $1,239,000,
respectively. The highest amount outstanding under the line of credit was
$1,896,000 during the year ended June 30, 1995 and $2,000,000 during the year
ended June 30, 1996. Certain officers of the Company had also guaranteed this
line of credit and had indemnified the Company against losses that

F-16
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

might be incurred as a result of its guaranty. As a result of the acquisition of
CNSI by CIBER, the officers of CIBER have been released from the guarantees and
indemnifications related to this line of credit.

During the years ended June 30, 1994, 1995 and 1996, CIBER purchased from
CNSI several local area networks and various computer equipment and software for
approximately $160,000, $268,000 and $923,000, respectively. In January 1994,
the Company and CNSI entered into a month-to-month management services
agreement, which provided that the Company supply accounting and other
administrative services to CNSI at a monthly cost of $2,500.

(10) 401(K) SAVINGS PLAN

The Company has two savings plans under Section 401(k) of the Internal
Revenue Code. Company contributions are determined based on the employee's
completed years of service, the employee's contribution and the Company's
matching contribution percentage. Company contributions were $418,000, $615,000
and $932,000 for the years ended June 30, 1994, 1995 and 1996, respectively.

Prior to its merger with CIBER, Spectrum had a non-contributory profit
sharing plan. Contributions were made at the discretion of Spectrum's Board of
Directors. Spectrum contributions to the plan were $38,000, $71,000 and $156,000
for the years ended June 30, 1994, 1995 and 1996, respectively.

(11) BUSINESS AND CREDIT CONCENTRATIONS

The Company's clients are located principally throughout the United States.
Its revenue and accounts receivable are generally derived from large companies
in several industries. One of the Company's clients accounted for 10% and 12% of
total revenues for the year ended June 30, 1995 and 1996, respectively. In
addition, the Company's five largest clients accounted for, in the aggregate,
27%, 24% and 28% of the Company's total revenues for the years ended June 30,
1994, 1995 and 1996, respectively. The Company has a policy to regularly monitor
the creditworthiness of its clients and generally does not require collateral.
Historically the Company has not had the need to provide for material
uncollectible amounts. Through BIT, the Company has a concentration of revenues
related to clients purchasing software from PeopleSoft, Inc. ("PeopleSoft").
Approximately 10%, 13% and 15% of the Company's total revenues for the years
ended June 30, 1994, 1995 and 1996, respectively, were generated from over 100
clients implementing PeopleSoft software.

The Company also has concentrations of credit risk in cash and cash
equivalents, which are maintained at recognized financial institutions. The
Company performs ongoing financial evaluations of these institutions.

(12) SUBSEQUENT EVENTS (UNAUDITED)

Subsequent to September 30, 1996, the Company completed the following three
business combinations:

THE TECHNOLOGY MANAGEMENT GROUP, INC. ("TMG") -- On November 26, 1996, TMG
merged with CIBER in a business combination that will be accounted for as a
pooling of interests. The Company issued 242,176 shares of its common stock and
granted options for 163,003 shares of the Company's common stock (at an
aggregate exercise price of $546,986) in exchange for all of the outstanding
shares of common stock and the cancellation of options of TMG. The CIBER stock
options replaced existing TMG stock options. TMG, located in Seattle,
Washington, provides consulting services similar to CIBER.

F-17
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

TECHNICAL SUPPORT GROUP ("TSG") -- On November 27, 1996, TSG merged with
CIBER in a business combination that will be accounted for as a pooling of
interests. The Company issued 370,373 shares of its common stock and assumed all
of TSG's liabilities in exchange for all of the assets of TSG. TSG, located in
Chicago, Illinois, provides consulting services similar to CIBER.

The Company's historical consolidated financial statements presented herein
have not been restated to reflect the mergers of TMG and TSG, because generally
accepted accounting principles prohibit giving effect to a consummated business
combination, accounted for by the pooling of interests method, in financial
statements that do not include the date of consummation of the business
combination. Accordingly, the Company's consolidated financial statements issued
in the future will be restated to include the results of operations, financial
position, and cash flows of TMG and TSG for all periods prior to their
respective merger.

On December 2, 1996, the Company acquired CNSI, which was majority owned by
certain officers of the Company (see note 9), for consideration of approximately
$3.7 million consisting of 68,631 shares of its common stock and approximately
$1.2 million in cash. In addition, the Company assumed net liabilities of
approximately $800,000, resulting in a total purchase price of approximately
$4.5 million. The contingent consideration, if earned, will be payable at the
sellers' option in the Company's common stock, at the then prevailing market
price, or in cash. This acquisition will be accounted for as a purchase. The
Company will record goodwill of approximately $4.5 million, which will be
amortized over 15 years. Any contingent consideration paid will be accounted for
as additional goodwill. For income tax purposes, this acquisition was a
non-taxable transaction. CNSI, which has offices in Edison, NJ, Denver, CO, and
San Francisco, CA, provides local and wide-area networking solutions, including
design, procurement, installation, testing and maintenance. The results of
operations of CNSI after the acquisition date will be included in the Company's
consolidated statement of operations.

The following unaudited pro forma information has been prepared assuming
that the TMG and TSG mergers had taken place at the beginning of the respective
periods. The pro forma information does not include the effects of merger costs
of approximately $625,000 to be recorded in the quarter ended December 31, 1996
as a result of the TMG and TSG mergers. Results for the three months ended
September 30, 1996 are not necessarily indicative of results for the year ending
June 30, 1997.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
JUNE 30, 1996 SEPTEMBER 30, 1996
------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C>
Revenues................................................................... $ 187,653 $ 54,030
Pro forma net income....................................................... 9,288 2,727
Pro forma income per common share.......................................... $ 0.49 $ 0.14
</TABLE>

Had the acquisition of CNSI occurred at the beginning of the respective
periods, revenues would have been increased by approximately $18.3 million and
$5.2 million, for the year ended June 30, 1996 and for the three months ended
September 30, 1996, respectively. The effects on pro forma net income and pro
forma income per common share would not have been material.

(13) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth certain statements of operations data for
each of the quarters indicated below and, in the opinion of management, contains
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation thereof. All information has been restated for the effect of
the merger with Spectrum in September 1996, which was accounted for as a pooling
of interests, but has

F-18
<PAGE>
CIBER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

not been restated to reflect the poolings of interests with TMG and TSG (see
note 12). The fourth quarters of fiscal 1995 and 1996 include merger costs of
$1,075,000 and $901,000, respectively, related to poolings of interests. See
note 2. The second and fourth quarters of fiscal 1996 and the fourth quarter of
fiscal 1995 include income tax expense/benefit related to changes in the tax
status of certain merged companies. See note 7.

<TABLE>
<CAPTION>
FIRST
QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER TOTAL
------------ -------------- ------------- -------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 30, 1996
Revenues............................ $ 38,258 $ 39,509 $ 44,626 $ 49,758 $ 172,151
Operating income.................... 3,167 2,921 3,776 3,963 13,827
Net income.......................... 1,921 2,724 2,581 2,067 9,293
Pro forma net income................ 1,871 1,835 2,457 2,597 8,760
Pro forma income per common and
common equivalent share........... $ 0.11 $ 0.10 $ 0.13 $ 0.14 $ 0.48
YEAR ENDED JUNE 30, 1995
Revenues............................ $ 28,895 $ 30,371 $ 34,332 $ 36,860 $ 130,458
Operating income.................... 1,832 1,592 2,487 1,990 7,901
Net income.......................... 1,114 1,072 1,482 797 4,465
Pro forma net income................ 1,120 967 1,437 1,062 4,586
Pro forma income per common and
common equivalent share........... $ 0.07 $ 0.06 $ 0.08 $ 0.06 $ 0.27
</TABLE>

F-19
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE COMMON
STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 6
Price Range of Common Stock............................................... 11
Dividend Policy........................................................... 11
Use of Proceeds........................................................... 12
Capitalization............................................................ 12
Selected Consolidated Financial Data...................................... 13
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 14
Business.................................................................. 21
Management................................................................ 32
Executive Compensation.................................................... 34
Principal and Selling Stockholders........................................ 38
Certain Relationships and Related Transactions............................ 39
Underwriting.............................................................. 40
Legal Matters............................................................. 41
Experts................................................................... 41
Available Information..................................................... 41
Incorporation of Certain Information by Reference......................... 42
Index to Consolidated Financial Statements................................ F-1
</TABLE>

1,450,000 SHARES

[LOGO]

COMMON STOCK

-------------------

PROSPECTUS

-------------------

MERRILL LYNCH & CO.
HANIFEN, IMHOFF INC.
J.P. MORGAN & CO.

, 1997

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by either the Company or the
Selling Stockholders in connection with the sale of Common Stock being
registered (all amounts are estimated except the SEC Registration Fee and the
NASD Filing Fee).

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 24,873
NASD Filing Fee................................................... 8,708
Nasdaq Additional Listing Fee..................................... 17,500
Blue Sky Qualification Fees and Expenses (including legal fees)... 15,000
Printing Expenses................................................. 150,000
Legal Fees and Expenses........................................... 125,000
Auditors' Fees and Expenses....................................... 40,000
Transfer Agent and Registrar Fees................................. 5,000
Miscellaneous Expenses............................................ 29,919
---------
Total......................................................... $ 416,000
---------
---------
</TABLE>

ITEM 15. 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
fullest 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 the corporation or is or was serving at the
request of the corporation as 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. 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 corporation must indemnify him against the
expenses which such officer or director actually or reasonably incurred.

Additionally, the Certificate of Incorporation and Bylaws provide for
mandatory indemnification of directors to the fullest extent permitted by
Delaware law. This provision does not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation

II-1
<PAGE>
of law; (iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law); or
(iv) for any transaction from which the director derived an improper personal
benefit.

Section 6 of the Underwriting Agreement (filed as Exhibit 1.1 hereto)
provides that the Underwriters will indemnify and hold harmless the Company,
each director, officer or controlling person of the Company and the Selling
Stockholders from and against any liability caused by any statement or omission
in the Registration Statement or Prospectus based on certain information
furnished to the Company by the Underwriters for use in the preparation thereof.

The Company has a directors' and officers' insurance policy with a $5
million coverage limit per occurrence and in the aggregate per year.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Purchase Agreement between the Company and the Underwriters+

1.2 Form of Agreement among Underwriters and Selected Dealer Agreement+

4.1 Form of Common Stock Certificate(1)

5.1 Form of Opinion of Davis, Graham & Stubbs LLP as to the legality of issuance of the Company's
Common Stock+

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1)+

24 Power of Attorney (included on Page II-4)+

27.1 Financial Data Schedule+
</TABLE>

- ------------------------

(1) 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.

+ Filed previously

ITEM 17. UNDERTAKINGS.

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 Company's Bylaws, Certificate of Incorporation or the
Underwriting Agreement, 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 Securities Act of 1933 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.

The undersigned registrant hereby undertakes:

(1) 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 15(d) of the Securities Exchange Act of

II-2
<PAGE>

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 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.

(2) That for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.

(3) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

(4) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused Amendment No. 1
to this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on
January 10, 1997.

CIBER, Inc.

By: /s/ BOBBY G. STEVENSON
------------------------------------------
Bobby G. Stevenson,
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------

Chairman, Chief Executive
/s/ BOBBY G. STEVENSON Officer and Secretary
- ------------------------------ (Principal Executive January 10, 1997
Bobby G. Stevenson Officer)

/s/ MAC J. SLINGERLEND President/Chief Operating
- ------------------------------ Officer, Treasurer and January 10, 1997
Mac J. Slingerlend Director

Executive Vice
/s/ RICHARD A. MONTONI President/Chief
- ------------------------------ Financial Officer and January 10, 1997
Richard A. Montoni Director (Principal
Financial Officer)

Vice President/Chief
/s/ CHRISTOPHER L. LOFFREDO Accounting Officer
- ------------------------------ (Principal Accounting January 10, 1997
Christopher L. Loffredo Officer)

- ------------------------------ Director January , 1997
James A. Rutherford

- ------------------------------ Director January , 1997
James C. Spira

/s/ *ROY L. BURGER
- ------------------------------ Director January 10, 1997
Roy L. Burger

*By: BOBBY G.
STEVENSON
- ------------------------------
Bobby G.
Stevenson
ATTORNEY-IN-FACT

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Purchase Agreement between the Company and the Underwriters+

1.2 Form of Agreement among Underwriters and Selected Dealer Agreement+

4.1 Form of Common Stock Certificate(1)

5.1 Form of Opinion of Davis, Graham & Stubbs LLP as to the legality of issuance of the Company's Common
Stock+

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Davis, Graham & Stubbs LLP (see Exhibit 5.1)+

24 Power of Attorney (included on Page II-4)+

27.1 Financial Data Schedule+
</TABLE>

- ------------------------

(1) 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.

+ Filed previously

<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 herein and in the Form 8-K of CIBER, Inc. filed on December 12,
1996. We also consent to the inclusion and 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 herein and 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
January 9, 1997