AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CIBER, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
DELAWARE 7379 38-2046833
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification 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)
MAC J. SLINGERLEND, CHIEF EXECUTIVE OFFICER
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
It is requested that copies of communications be sent to:
WANDA J. ABEL, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
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 statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. |_|
As permitted by Rule 429 of the Securities Act of 1933, as amended, the
prospectus contained in this Registration Statement is a combined prospectus
that also relates to the Registration Statement on Form S-4, File No. 333-31905
filed with the Securities and Exchange Commission on July 23, 1997.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per unit(1) offering price(1) registration fee(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 7,000,000 shares(2) $20.6875 $144,812,500 $40,258
</TABLE>
(1) The price is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) promulgated under the Securities
Act of 1933, as amended, and represents the average of the high and low
prices of a share of Common Stock on December 15, 1998 as reported on the
New York Stock Exchange.
(2) Does not include 5,204,172 shares of Common Stock (as adjusted to reflect
the 2 for 1 stock split that occurred in March 1998) that were registered
under a Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on July 23, 1997 (which became effective on October 27,
1997), for a registration fee of $27,945 and which are being carried
forward into this Registration Statement.
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.
<PAGE>
PROSPECTUS December 16, 1998
CIBER, INC.
12,204,172 SHARES
COMMON STOCK
CIBER may use this prospectus to offer and sell up to 12,204,172 shares
of CIBER common stock (consisting of 7,000,000 shares being currently registered
and 5,204,170 shares registered on October 27, 1997) from time to time in
connection with future acquisitions of businesses or properties in business
combinations the Securities Act of 1933. This prospectus also relates to certain
shares of common stock which may be resold or reoffered by persons who acquired
such shares pursuant to this prospectus.
CIBER intends to concentrate its acquisitions in areas related to its
current business. CIBER may attempt to make acquisitions that are either
complementary to its present operations or which it considers advantageous even
though they may be dissimilar to its present activities. The consideration for
any such acquisition may consist of shares of CIBER common stock, cash, notes,
assumptions of liabilities or a combination thereof, as determined from time to
time by negotiations between CIBER and the owners of the businesses or
properties to be acquired.
The shares covered by this prospectus may be issued in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of common stock under acquisition
agreements will be determined by direct negotiations with the owners of the
business or properties to be acquired or, in the case of entities that are more
widely held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. It is
anticipated that the shares of common stock issued in any such acquisition will
be valued at a price reasonably related to the market value of the common stock
either at the time of agreement on the terms of an acquisition or at or about
the time of delivery of the shares of common stock.
It is not expected that underwriting discounts or commissions will be
paid by CIBER in connection with issuances of shares of common stock under this
prospectus. However, brokers' commissions may be paid from time to time in
connection with specific acquisitions, and such fees may be paid through the
issuance of shares of common stock covered by this prospectus. Any person
receiving such a fee may be deemed to be an underwriter within the meaning of
the Securities Act of 1933.
CIBER's common stock is listed on the New York Stock Exchange under the
symbol "CBR." The closing market price of CIBER common stock on the New York
Stock Exchange on December 15, 1998 was $20.375.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 5 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS CONTAINING IMPORTANT BUSINESS
AND FINANCIAL INFORMATION ABOUT CIBER BY REFERENCE WHICH ARE NOT PRESENTED OR
DELIVERED WITH THIS PROSPECTUS. COPIES OF THESE DOCUMENTS ARE AVAILABLE WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON TO WHOM THIS PROSPECTUS HAS
BEEN DELIVERED. REQUESTS SHOULD BE MADE TO CIBER, INC., AT 5251 DTC PARKWAY,
SUITE 1400, ENGLEWOOD, COLORADO 80111; TELEPHONE NUMBER (303) 220-0100. TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, REQUESTS SHOULD BE MADE AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE
MADE.
The following documents filed with the Securities and Exchange
Commission ("SEC") by CIBER are incorporated into this prospectus by reference:
o Annual Report on Form 10-K for the year ended June 30, 1998;
o Quarterly Report on Form 10-Q for the quarter ended September 30, 1998;
o Current Report on Form 8-K, filed with the SEC on September 21, 1998;
o Current Report on Form 8-K, filed with the SEC on September 16, 1998;
o Current Report on Form 8-K, filed with the SEC on August 17, 1998;
o CIBER's Registration Statement on Form 8-A, filed with the SEC on
September 14, 1998;
o CIBER's Registration Statement on Form 8-A, filed with
the SEC on February 25, 1994; and
o all other documents filed by CIBER pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
September 30, 1998.
Any statement contained in this prospectus or in a document
incorporated by reference into this prospectus shall be deemed to be modified or
superseded to the extent it is modified by or superseded by a subsequently filed
document which is also incorporated into this prospectus by reference. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
AVAILABLE INFORMATION
CIBER has filed with the SEC in Washington, D.C., a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of common stock offered by this
prospectus. This prospectus does not contain all the information set forth in
the Registration Statement. For further information with respect to CIBER
and the shares offered by this prospectus, reference is made to the Registration
Statement, including the exhibits and schedules filed therewith. Statements
contained in this prospectus regarding the contents of any contract or any other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference. Copies of the
Registration Statement, of which this prospectus is a part, together with such
exhibits and schedules may be obtained, upon payment of the fee prescribed by
the SEC, or may be examined without charge, at the public reference facilities
of the SEC described below.
CIBER 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 SEC. Such reports, proxy statements and other
information may be inspected and copies of such materials may be obtained from
the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following regional offices of
the SEC: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and Room 1300, 7 World Trade Center, 13th Floor, New York, New York
10048, upon payment of the charges prescribed therefore by the SEC. Please call
the SEC at (800) SEC-0330 for additional information on the operation of the
Public Reference Rooms. In addition, CIBER is listed on the New York Stock
Exchange ("NYSE") and is required to file reports, proxy statements and
confirmation statements and other information with the NYSE. These documents may
be inspected at the principal office of the NYSE, 20 Broad Street, New York, New
York 10005. Further, CIBER (since May 7, 1996) has been filing documents with
the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
Accordingly, copies of documents filed by CIBER with the SEC on or after May 7,
1996, as well as copies of the Registration Statement (including the exhibits
filed therewith), are also available through the SEC's Web Site at
http://www.sec.gov/.
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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
With the exception of historical matters and statements of current
status, the matters discussed or incorporated by reference in this prospectus
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, growth through business combinations and internal expansion, the
ability to attract and retain qualified consultants, dependence on significant
relationships and the absence of long-term contracts, management of a large and
rapidly growing business, project risks, pricing and margin pressure,
competition, potential fluctuations in quarterly operating results, and price
volatility, which are discussed herein under the caption "RISK FACTORS." Many of
these factors are beyond CIBER's ability to predict or control. In addition, as
a result of these and other factors, CIBER's past financial performance should
not be relied on as an indication of future performance.
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THE COMPANY
CIBER is a nationwide provider of system integration consulting
services. As of November 30, 1998, CIBER had approximately 6,000 employees
located in approximately 80 branch offices in more than 20 states plus Canada,
CIBER offers services in four principal areas: management consulting for
business/IT solutions, Enterprise Resource Planning implementation services,
information technology consulting services and network technology
design/integration consulting.
The CIBER Information Services Division provides application software
development and maintenance services and millennium date change solutions. The
CIBER Solutions Division is comprised of CIBER's wholly-owned subsidiaries,
Spectrum Technology Group, Inc. ("Spectrum"), Business Information Technology,
Inc. ("BIT"), The Summit Group, Inc. ("Summit") and CIBER Network Services, Inc.
("CNSI"). Spectrum provides information technology consulting solutions to
business problems, specifically in the areas of data warehousing, data modeling
and enterprise architecture, as well as project management and systems
integration services. BIT specializes in the implementation and integration of
PeopleSoft, Inc. software, including Human Resource, Financial Management and
Accounting, Student Administration, Government, Manufacturing and Distribution
products. Summit provides Lawson, J.D. Edwards, Oracle, Baan and other software
implementation services, strategic consulting services, proprietary warehousing
and traffic software, and is an industry remarketer of certain third party
computer products. 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.
CIBER was incorporated in 1974 as a Michigan corporation and, in
February 1994, reincorporated in Delaware. CIBER maintains its executive offices
at 5251 DTC Parkway, Suite 1400, Englewood, Colorado 80111. CIBER's telephone
number is (303) 220-0100.
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RISK FACTORS
Your investment in the common stock offered hereby involves a high
degree of risk. In addition to the other information contained in this
prospectus, you should consider the following risk factors carefully in
evaluating CIBER before purchasing shares of common stock offered by this
prospectus.
GROWTH THROUGH BUSINESS COMBINATIONS AND INTERNAL EXPANSION
As an integral part of its business strategy, CIBER intends to continue
to expand by acquiring information technology businesses. CIBER continuously
evaluates potential business combinations and aggressively pursues attractive
transactions. From July 1995 through November 1998, CIBER completed 22 business
combinations. The success of this strategy depends not only upon CIBER'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 CIBER 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 CIBER will be able to combine additional businesses, or that any
business combination will result in benefits to CIBER, or that management will
be able to manage effectively the resulting business. Additionally, CIBER
experiences competition for business combinations.
CIBER may open new offices in attractive markets with its own
personnel. Many of CIBER's branch offices were originally start-up operations.
Not all branch offices, whether start-up or acquired, have been successful. The
company's internal growth rate has been in excess of 20% for the past several
years and is due in part to the growth of industry demand for information
technology professional services, including the recent increase in demand
resulting from year 2000 related service needs and enterprise resource planning
implementation services. There can be no assurance that this increased industry
demand will continue in future years and, in particular, beyond the year 2000.
There can be no assurance that CIBER will be able to start up, identify,
acquire, or integrate what will ultimately be successful branch office
operations.
ABILITY TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS
CIBER'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. CIBER's on-going personnel needs arise from:
(i) increased demand for CIBER's services, (ii) turnover, which is generally
high in the industry, and (iii) client requests for consultants trained in the
newest software and hardware technologies. Few of CIBER's employees are bound by
non-compete agreements. Competition for consultants in the information
technology services industry is significant and CIBER 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 CIBER will be successful in attracting and retaining the
personnel it requires to continue to grow.
DEPENDENCE ON SIGNIFICANT RELATIONSHIPS AND THE ABSENCE OF LONG-TERM CONTRACTS
CIBER's five largest clients accounted for 14% of CIBER's total
revenues for the fiscal year ended June 30, 1998. No one client accounted for
more than 10% of CIBER's total revenues in fiscal 1998. 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, CIBER's contracts
are generally cancelable by the client at any time and clients may unilaterally
reduce their use of CIBER'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 CIBER.
Additionally, CIBER has a significant relationship with PeopleSoft as
an implementation partner. In fiscal 1998, CIBER derived approximately 9% of its
total revenues from clients who purchased implementation services
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for their PeopleSoft software. In the event PeopleSoft products become obsolete
or non-competitive or if CIBER should lose its "implementation partner" status
with PeopleSoft, CIBER would suffer a material adverse effect.
MANAGEMENT OF A LARGE AND RAPIDLY GROWING BUSINESS
CIBER's rapid growth could place a substantial strain on its
operational, administrative and financial resources. CIBER'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 CIBER'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 from the day-to-day operations of
the business, CIBER's results of operations would be materially adversely
affected.
PROJECT RISKS
CIBER has provided and intends to continue to provide increased project
services to its clients. Projects are distinguishable from CIBER's
time-and-material contracts by the level of responsibility assumed by CIBER and
the potentially longer and more costly sales cycle of a project. These factors
may cause fluctuations in quarterly results. In a typical project, CIBER
independently develops a program or maintains a system, whereas with
time-and-material contracts, CIBER's clients generally maintain responsibility
for the overall tasks. The failure of a project or the failure of CIBER to
provide project services in a satisfactory manner could have a material adverse
effect on CIBER. Further, because CIBER 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 CIBER's results
of operations.
PRICING AND MARGIN PRESSURE
Many of CIBER'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 relation ships, CIBER must
satisfy client requirements at competitive rates. Although CIBER 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 service providers, there may be increased demand for qualified
consultants resulting in upward market pressure on consultant compensation.
Additionally, certain of CIBER's clients require that their vendors reduce rates
after services have commenced. There can be no assurance that CIBER 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 CIBER's implementation services for
software packages, the manufacturers of such software may have training
requirements that inhibit CIBER from competing effectively with other packaged
software implementation providers. In addition, as CIBER expands its service
offerings to include a greater number of fixed-price projects, CIBER may
experience a decrease in margins as a result of unanticipated cost overruns
resulting from the inability to meet various project requirements.
COMPETITION
CIBER 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, CIBER. Many large accounting and management consulting
firms offer services that overlap with a significant portion of CIBER's
services, and CIBER 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 have begun expanding their businesses to
provide computer-related services. There can be no assurance that CIBER 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 domestic
programmers. Some of these foreign nationals are being hired as consultants
directly by CIBER's clients and potential clients, as well as by certain of
CIBER's competitors. Moreover, in an attempt to decrease costs, some of
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CIBER's clients and potential clients are awarding business to competitors with
operations in "low cost" foreign countries, including Ireland, India and the
former Soviet Union. An increase in the use of skilled foreign national labor at
lower rates or foreign software service firms by CIBER's competitors or clients
could have a material adverse effect on CIBER.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
CIBER's quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside the
company's control. Factors that may affect CIBER's quarterly revenue or
operating results generally include: costs relating to the expansion of the
company's business, the extent and timing of business acquisitions, the
incurrence of merger costs, the timing of assignments from customers, the
seasonal nature of CIBER's business due to variations in holidays and vacation
schedules, the introduction of new services by CIBER or its competitors, price
competition or price changes, general economic conditions and economic
conditions specific to the information technology, consulting or information
technology staffing industries. Quarterly sales and operating results can be
difficult to forecast even in the short term. Due to all of the foregoing
factors, it is possible that CIBER's revenues or operating results in one or
more future quarters will fail to meet or exceed the expectations of securities
analysts or investors. In such event, the trading price of CIBER's common stock
would likely be materially adversely affected.
PRICE VOLATILITY
The market price of CIBER's common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, CIBER's prospects, changes in earnings estimates by securities analysts
and by economic, financial and other factors and market conditions that can
effect the capital markets generally, the industry segment of which CIBER is a
part, the NYSE, including the level of, and fluctuations in, the trading prices
of stocks generally and by other events that are difficult to predict and beyond
CIBER's control. 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 CIBER's common stock.
CERTAIN ANTI-TAKEOVER EFFECTS
CIBER's Amended and Restated Certificate of Incorporation and Bylaws
and the Delaware General Corporation Law include provisions that may be deemed
to have anti-takeover effects and may delay, defer or prevent a takeover that
stockholders might consider in their best interests. These provisions include
the ability of the Board of Directors, without stockholder approval, to have the
company issue shares of preferred stock in one or more series with such rights,
obligations and preferences as the Board of Directors may provide. In September
1998, pursuant to this provision, the Board declared a dividend of one preferred
share purchase right (a "Right") for each share of common stock outstanding. The
Rights have certain anti-takeover effects. If triggered, the Rights would cause
substantial dilution to a person or group of persons (other than certain exempt
persons) that acquires more than 15% of the common stock on terms not approved
by the Board. The Rights could discourage or make more difficult a merger,
tender offer or other similar transaction. CIBER's organizational documents also
include 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.
CONTROL BY CURRENT STOCKHOLDERS
At September 1, 1998, Bobby G. Stevenson, CIBER's Chairman, owned
beneficially 12,315,668 shares of common stock, representing approximately 23%
of the outstanding common stock. As a result, Mr. Stevenson is able to exercise
significant influence on the election of CIBER's Board of Directors and thereby
direct the policies of CIBER.
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DEPENDENCE UPON KEY MANAGEMENT PERSONNEL
The success of CIBER continues to be highly dependent upon the efforts
of key management personnel of CIBER, particularly its executive officers. The
loss of the services of any one of its executive officers could have a material
adverse effect on CIBER. CIBER maintains life insurance on each of these
individuals. The amount of insurance, however, may not be sufficient to offset
CIBER's loss if the services of any of its executive officers were unavailable.
INTELLECTUAL PROPERTY RIGHTS
CIBER's success is dependent in part upon its proprietary software
development methodology and other intellectual property rights. CIBER relies
upon a combination of trade secret, nondisclosure and other contractual
arrangements, technical measures and trademark laws to protect its proprietary
rights. CIBER does not hold any patents or copyrights, but does hold several
registered trademarks. CIBER 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 CIBER in this regard will be adequate to deter
misappropriation of its proprietary information or that CIBER will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights. CIBER'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, CIBER 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 CIBER. 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 CIBER in the future.
FUTURE SALE OF COMMON STOCK
Sales of a substantial number of shares of common stock, including
shares issued in conjunction with previously completed or future business
combinations, or the perception that such sales could occur, could adversely
affect the market price of the common stock and could impair CIBER's ability to
raise capital through the sale of its equity securities.
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SELECTED CONSOLIDATED FINANCIAL DATA
The following selected Operating Data and selected Balance Sheet Data
were derived from the unaudited consolidated financial statements of CIBER which
have been restated for the August 1998 merger of EJR Computer Associates, Inc.
with CIBER which has been accounted for as a pooling of interests. In the
opinion of management, these unaudited financial statements have been prepared
on the same basis as the audited Consolidated Financial Statements of CIBER,
incorporated herein by reference. The selected financial data should be read in
conjunction with the Consolidated Financial Statements, including the related
Notes thereto, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in CIBER's Annual Report on Form 10-K, as
filed with the SEC on September 24, 1998, which report is incorporated herein by
reference.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, THREE MONTHS
ENDED SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
In thousands, except per share
amounts 1994(1) 1995(1) 1996(1) 1997(1) 1998(1) 1997(1) 1998
---------- ---------- ---------- ---------- ---------- ---------- ----------
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OPERATING DATA:
Total revenues........................ $ 173,325 $ 234,060 $ 295,965 $ 413,380 $ 576,488 $ 129,334 $ 165,658
Costs of revenues..................... 118,114 159,472 201,442 278,406 375,506 86,087 106,997
Selling, general and administrative
expenses.............................. 45,351 58,329 71,883 97,301 134,640 31,183 37,284
Amortization of intangible assets..... 719 1,395 1,795 3,087 3,936 938 1,082
Merger costs.......................... -- 1,075 901 1,218 4,538 614 1,535
--------- --------- --------- --------- --------- --------- ---------
Operating income.................... 9,141 13,789 19,944 33,368 57,868 10,512 18,760
Interest and other income (expense),
net................................... 388 (56) 851 1,033 1,535 272 612
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes.......... 9,529 13,733 20,795 34,401 59,403 10,784 19,372
Income tax expense.................... 1,984 3,956 6,014 13,175 22,926 4,300 8,255
--------- --------- --------- --------- --------- --------- ---------
Net income.......................... 7,545 9,777 14,781 21,226 36,477 6,484 11,117
Pro forma adjustment to income tax
expense(2)............................ (1,773) (1,613) (2,312) (803) (2,207) (276) --
--------- --------- --------- --------- ----------- --------- ---------
Pro forma net income(2)............. $ 5,772 $ 8,164 $ 12,469 $ 20,423 $ 34,270 $ 6,208 $ 11,117
========= ========= ========= ========= ========= ========= =========
Pro forma income per share - basic(2). $ 0.16 $ 0.20 $ 0.28 $ 0.43 $ 0.67 $ 0.12 $ 0.21
Pro forma income per share -
diluted(2)............................ $ 0.15 $ 0.18 $ 0.26 $ 0.40 $ 0.64 $ 0.12 $ 0.20
Weighted average shares - basic....... 35,318 40,550 44,239 47,893 51,354 50,428 52,920
Weighted average share - diluted...... 39,482 44,512 47,710 50,612 53,842 52,842 55,170
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
-------------------------------------------------------------- ---------------
1994(1) 1995(1) 1996(1) 1997(1) 1998(1) 1998
---------- ----------- ---------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........................ $ 17,319 $ 19,886 $ 52,958 $ 70,369 $ 110,703 $ 128,207
Total assets........................... 60,747 76,241 111,486 165,354 221,785 252,265
Long-term liabilities, net of current
portion.............................. 400 350 460 1,075 -- --
Total shareholders' equity............. 31,469 38,896 73,720 117,614 165,844 183,879
- --------------------
</TABLE>
(1) Restated for poolings of interests through September 30, 1998.
(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.
-9-
<PAGE>
PLAN OF DISTRIBUTION
This prospectus relates to 12,204,172 shares of common stock that may be
offered and issued by CIBER from time to time in connection with future
acquisitions of businesses or properties, or securities of other businesses, by
CIBER. This prospectus, as amended or supplemented, also relates to certain
shares of common stock which may be resold or reoffered by persons who acquired
such shares pursuant to this prospectus ("Selling Stockholders").
CIBER intends to concentrate its acquisitions in areas related to the
current business of CIBER. If the opportunity arises, however, CIBER may attempt
to make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of common stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between CIBER and the owners or controlling persons of businesses
or properties to be acquired.
The shares covered by this prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions will be determined by direct negotiations with the owners or
controlling persons of the business or properties to be acquired or, in the case
of entities that are more widely held, through exchange offers to stockholders
or documents soliciting the approval of statutory mergers, consolidations or
sales of assets. It is anticipated that the shares of common stock issued in any
such acquisition will be valued at a price reasonably related to the market
value of the common stock either at the time of agreement on the terms of an
acquisition or at or about the time of delivery of the shares.
It is not expected that underwriting discounts or commissions will be paid
by CIBER in connection with issuances of shares of common stock under this
prospectus. However, finders' fees or brokers' commissions may be paid from time
to time in connection with specific acquisitions, and such fees may be paid
through the issuance of shares of common stock covered by this prospectus. Any
person receiving such a fee may be deemed to be an underwriter within the
meaning of the Securities Act.
The sale of all or a portion of the shares of common stock offered hereby
by the Selling Stockholders may be effected from time to time on the New York
Stock Exchange at prevailing prices at the time of such sales, at prices related
to such prevailing prices or at negotiated prices. The Selling Stockholders may
sell all or a portion of the shares offered hereby in private transactions or in
the over-the-counter market at prices related to the prevailing prices of the
shares on the New York Stock Exchange.
The Selling Stockholders may effect such transactions by selling to or
through one or more broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders. The Selling Stockholders and any broker-dealers
that participate in the distribution may under certain circumstances be deemed
to be underwriters within the meaning of the Securities Act, and any commissions
received by such broker-dealers and any profits realized on the resale of shares
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. CIBER and the Selling Stockholders may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act. In addition, CIBER may agree to indemnify the Selling
Stockholders and any underwriter with respect to the shares of common stock
offered hereby against certain liabilities, including, without limitation,
certain liabilities under the Securities Act, or, if such indemnity is
unavailable to contribute toward amounts required to be paid in respect of such
liabilities.
To the extent required under the Securities Act, a supplemental prospectus
will be filed, disclosing (a) the name of any Selling Stockholders, (b) the name
of any such broker-dealers, (c) the number of shares involved, (d) the price at
which such shares are to be sold, (e) the commissions paid or discounts or
concessions allowed to such broker-dealer, where applicable, (f) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, as supplemented, and (g)
other facts material to the transaction.
There is no assurance that any of the Selling Stockholders will sell any
or all of the shares of common stock offered hereby.
-10-
<PAGE>
CIBER will pay certain costs and expenses incurred in connection with the
registration of the shares of common stock offered hereby. Any Selling
Stockholders shall be responsible for all selling commissions, transfer taxes
and related charges in connection with the offer and sale of such shares.
CIBER may agree to keep the Registration Statement relating to the
offering and sale by the Selling Stockholders of the shares of common stock
continuously effective until a fixed date or such earlier date as such shares of
common stock may be resold without registration under the provisions of the
Securities Act.
SELLING STOCKHOLDERS
The Selling Stockholders may sell the shares of common stock offered
hereby from time to time and may choose to sell less than all or none of such
shares.
LEGAL MATTERS
The validity of the common stock to be offered hereby will be passed upon
for CIBER by Davis, Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
The consolidated financial statements of CIBER, Inc. and subsidiaries as
of June 30, 1998 and 1997 and for each of the years in the three-year period
ended June 30, 1998 included in CIBER's annual report on Form 10-K for the year
ended June 30, 1998 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in auditing and accounting.
-11-
<PAGE>
====================================================== ===================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED 12,204,172 SHARES
UPON AS HAVING BEEN AUTHORIZED BY CIBER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THE INFORMATION
HEREIN OR INCORPORATED BY REFERENCE HEREIN IS CIBER, INC.
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR COMMON STOCK
SOLICITATION.
-----------------
TABLE OF CONTENTS -------------------
PROSPECTUS
PAGE -------------------
Documents Incorporated by Reference..................2
Available Information................................2
Cautionary Statement Concerning Forward Looking
Statements........................................3
The Company..........................................4
Risk Factors.........................................5 December 16, 1998
Selected Consolidated Financial Data.................9
Plan of Distribution................................10
Selling Stockholders................................11
Legal Matters.......................................11
Experts.............................................11
====================================================== ===================
<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CIBER's Bylaws and Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") provide that CIBER shall, to the full
extent permitted by the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all directors and officers of CIBER.
Section 145 of the Delaware General Corporation Law provides in part that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in defense or settlement of any threatened,
pending or completed action or suit by or in the right of the corporation, if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and provided further
that (unless a court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Under CIBER's
Certificate of Incorporation, the indemnitee is presumed to be entitled to
indemnification and CIBER 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, CIBER must indemnify him against the
expenses which such offer or director actually or reasonably incurred. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES
(a) EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of CIBER,
Inc.; Certificate of Amendment to Amended and Restated
Certificate of Incorporation of CIBER, Inc. dated
October 29, 1996; Certificate of Amendment to Amended and
Restated Certificate of Incorporation of CIBER, Inc. dated
March 4, 1998(1)
4.2 Bylaws of CIBER(2)
4.3 Form of Common Stock Certificate(2)
4.4 Rights Agreement, dated as of August 31, 1998, between the
company and UMB Bank, N.A.(3)
5.1 Opinion of Davis, Graham & Stubbs LLP+
23.1 Consent of KPMG Peat Marwick LLP+
23.2 Consent of Davis, Graham & Stubbs LLP (included in
Exhibit 5.1)+
24 Power of Attorney (included on the signature pages filed
herewith)+
- -----------------
+ Filed herewith.
(1) Incorporated by reference to CIBER's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
(2) Incorporated by reference to the Registration Statement on Form S-1, as
amended (File No. 33-74774), as filed with the SEC on February 2, 1994.
II-1
<PAGE>
(3) Incorporated by reference to CIBER's Registration Statement on Form 8-A,
filed with the SEC on September 14, 1998, and to CIBER's Current Report on
Form 8-K filed with the SEC on September 16, 1998.
(b) FINANCIAL STATEMENT SCHEDULES
Schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions and
therefore have been omitted.
(c) REPORTS, OPINIONS AND APPRAISALS MATERIALLY RELATING TO THE
TRANSACTION.
Not Applicable.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
II-2
<PAGE>
(d) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(f) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on December 16, 1998.
CIBER, Inc.
a Delaware corporation
By: /S/ MAC J. SLINGERLEND
--------------------------------------
Mac J. Slingerlend
Chief Executive Officer and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bobby G. Stevenson, Mac J.
Slingerlend, and Richard A. Montoni, or any of them, his true and lawful
attorneys-in-fact and agents, each with full power and substitution for him and
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including without limitation post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that either of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ BOBBY G. STEVENSON Chairman of the Board December 16, 1998
- ------------------------------------------
Bobby G. Stevenson
/S/ MAC J. SLINGERLEND President, Chief Executive Officer, Secretary and December 16, 1998
- ------------------------------------------ Director (Principal Executive Officer)
Mac J. Slingerlend
/S/ RICHARD A. MONTONI Executive Vice President/Chief Financial December 16, 1998
- ------------------------------------------ Officer, Treasurer and Director (Principal
Richard A. Montoni Financial Officer)
/S/ CHRISTOPHER LOFFREDO Vice President/Chief Accounting Officer December 16, 1998
- ------------------------------------------ (Principal Accounting Officer)
Christopher Loffredo
/S/ ROY L. BURGER Director December 16, 1998
- ------------------------------------------
Roy L. Burger
/S/ JAMES A. RUTHERFORD Director December 16, 1998
- ------------------------------------------
James A. Rutherford
II-4
<PAGE>
/S/JAMES G. BROCKSMITH, JR. Director December 16, 1998
- ------------------------------------------
James G. Brocksmith, Jr.
/S/ARCHIBALD J. MCGILL Director December 16, 1998
- ------------------------------------------
Archibald J. McGill
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of CIBER,
Inc.; Certificate of Amendment to Amended and Restated
Certificate of Incorporation of CIBER, Inc. dated
October 29, 1996; Certificate of Amendment to Amended and
Restated Certificate of Incorporation of CIBER, Inc. dated
March 4, 1998(1)
4.2 Bylaws of CIBER(2)
4.3 Form of Common Stock Certificate(2)
4.4 Rights Agreement, dated as of August 31, 1998, between the
company and UMB Bank, N.A.(3)
5.1 Opinion of Davis, Graham & Stubbs LLP+
23.1 Consent of KPMG Peat Marwick LLP+
23.2 Consent of Davis, Graham & Stubbs LLP (included in
Exhibit 5.1)+
24 Power of Attorney (included on the signature pages filed
herewith)+
- -----------------
+ Filed herewith.
(1) Incorporated by reference to CIBER's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
(2) Incorporated by reference to the Registration Statement on Form S-1, as
amended (File No. 33-74774), as filed with the SEC on February 2, 1994.
(3) Incorporated by reference to CIBER's Registration Statement on Form 8-A,
filed with the SEC on September 14, 1998, and to CIBER's Current
Report on Form 8-K filed with the SEC on September 16, 1998.
II-6
Exhibit 5.1
December 16, 1998
CIBER, Inc.
5251 DTC Parkway
Suite 1400
Englewood, Colorado 80111
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by CIBER, Inc. (the "Company") with the
Securities and Exchange Commission on December 16, 1998, in connection with the
registration by the Company of up to 7,000,000 shares of the Company's common
stock, $.01 par value per share (the "Shares") that may be offered and sold by
the Company from time to time in connection with acquisitions of other
businesses or properties by the Company. As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with said offer and sale of the Shares, and such other matters and documents as
we have deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that, subject to
completion of the proceedings being taken and which will be required to be taken
prior to any sale and issuance of Shares, such Shares when offered and sold in
the manner contemplated herein and by the Registration Statement will be legally
and validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading of
"Legal Matters."
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
Davis, Graham & Stubbs LLP
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
July 31, 1998, except as to Note 13, which is as of August 31, 1998, relating to
the consolidated balance sheets of CIBER, Inc. and subsidiaries as of June 30,
1998 and 1997, 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, 1998, which report appears in the June 30, 1998 Annual
Report on Form 10-K of CIBER, Inc. and to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
December 15, 1998
