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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 21, 1998 (AUGUST 31, 1998)
CIBER, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23488 38-2046833
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5251 DTC PARKWAY, SUITE 1400, ENGLEWOOD, COLORADO 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 220-0100
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CIBER, Inc.
Information to be included in the Report
ITEM 5. OTHER EVENTS.
On August 31, 1998, The Cushing Group, Inc. ("Cushing") merged with CIBER
in a business combination to be accounted for as a pooling of interests. The
Company issued approximately 950,000 shares of its common stock and assumed
substantially all of Cushing's liabilities in exchange for all of the assets of
Cushing. Cushing, headquartered in Nashua, New Hampshire, provides distributed
object technology consulting services and will operate within Spectrum. The
effects of this merger on the Company's revenues, pro forma net income and pro
forma income per share would not have been material. As a result, management
does not intend to restate the Company's historical financial statements for
this business combination.
ITEM 7 (c). EXHIBITS.
1. News Release dated September 1, 1998 announcing the merger with The
Cushing Group, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CIBER, INC.
Date: September 21, 1998 By: /s/ Christopher L. Loffredo
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Christopher L. Loffredo
V.P./Chief Accounting Officer
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Exhibit 1
-- CIBER, INC. NEWS RELEASE --
For Immediate Release Contact:
Kara Kennedy
Shareholder Relations
303/220-0100
CIBER ANNOUNCES CLOSE OF MERGER WITH
THE CUSHING GROUP, INC.
Englewood, Colorado -- September 1, 1998 -- CIBER, Inc., ("CIBER")
(NYSE:CBR) announced today the closing of the merger with The Cushing Group,
Inc. ("Cushing"), a privately held provider of distributed object technology
consulting services, headquartered in Nashua, NH.
"The Cushing Group brings to CIBER a practice that combines component-
based technology and object-oriented analysis and design to deliver an
extremely compelling approach to enterprise systems integration," stated Larry
Greenwood, CIBER's EVP and Co-COO. "Cushing will operate as 'The Cushing
Practice' within Spectrum Technology Group, Inc. ('Spectrum'), CIBER's IT
strategy subsidiary. The Cushing Practice will blend its leading-edge
component software technologies and industry-leading experience developing
mission-critical application software systems based on the CORBA standards with
Spectrum's strong data warehousing capabilities. We are also pleased to
announce that Jim Despathy, Erik Townsend and Mike Ronayne will continue to
lead The Cushing Practice. Jim will serve as a Spectrum Vice President in
charge of The Cushing Practice, Erik will become Cushing's Chief Technical
Architect and Mike will serve as Cushing's Director of Component-Based Systems
Integration," Mr. Greenwood continued.
Cushing generates annualized revenues of approximately $8 million. The
combination will be accounted for as a pooling of interests.
CIBER, Inc. is a premier provider of system integration consulting
services. Employing over 5,500 employees located in over 80 offices in more
than 20 states plus Canada, CIBER offers services in four principal areas:
management consulting for business/IT solutions, ERP implementation services,
information technology consulting services and network technology
design/integration consulting. CIBER's wholly-owned subsidiaries include
Spectrum Technology Group, Inc., Business Information Technology, Inc., The
Summit Group, Inc. and CIBER Network Services, Inc.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Forward-looking statements involve risks and uncertainties that could
cause actual results to vary materially from such statements. Please refer to
discussions of certain of these risks and uncertainties in the Company's Annual
Reports, 10-Ks, 10-Qs and other Securities and Exchange Commission filings.
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CIBER, INC., 5251 DTC PARKWAY, SUITE 1400, ENGLEWOOD, CO 80111
HTTP://WWW.CIBER.COM
