<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CIBER, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
CIBER, Inc.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 4, 1998
TO THE SHAREHOLDERS OF CIBER, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting")
of CIBER, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, March 4, 1998 at 1:00 p.m. (local time) at the offices of CIBER,
Inc., 5251 DTC Parkway, Suite 1400, Englewood, Colorado for the following
purpose:
(1) To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Common Stock from
40,000,000 to 80,000,000.
The foregoing item of business is more fully described in the
accompanying Proxy Statement; however, the Company currently anticipates
splitting its Common Stock if the vote for this amendment is approved. The
Board of Directors of the Company fixed the close of business on February 5,
1998 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment or postponement
thereof. Consequently, only holders of the Company's common stock at the
close of business on February 5, 1998 will be entitled to notice of and to
vote at the Meeting. A complete list of shareholders entitled to vote at the
Meeting will be available for examination during business hours by any
shareholder, for purposes related to the Meeting, for a period of ten days
prior to the Meeting at the Company's corporate offices at 5251 DTC Parkway,
Suite 1400, Englewood, Colorado 80111.
Whether or not you plan to attend the Meeting in person, please
complete, date and sign the accompanying proxy card and return it promptly in
the enclosed envelope to ensure your representation at the Meeting. You are
cordially invited to attend the Meeting and, if you do so, you may personally
vote, regardless of whether you have signed a proxy.
By order of the Board of Directors
Bobby G. Stevenson
Chairman of the Board,
Chief Executive Officer and Secretary
Englewood, Colorado
February 9, 1998
<PAGE>
CIBER, INC.
-----------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MARCH 4, 1998
-----------
This Proxy Statement and the accompanying proxy card are being furnished
in connection with the solicitation of proxies by and on behalf of the Board
of Directors (the "Board") of CIBER, Inc., a Delaware corporation (the
"Company"), to be used at the Special Meeting of Shareholders of the Company
(the "Meeting") to be held on Wednesday, March 4, 1998 at 1:00 p.m. (local
time), at the offices of CIBER, Inc., 5251 DTC Parkway, Suite 1400,
Englewood, Colorado, and at any adjournment or postponement thereof. This
Proxy Statement and the accompanying proxy card are first being mailed to the
holders of record of the Company's common stock, $.01 par value per share
(the "Common Stock"), on or about February 9, 1998.
Shareholders of the Company represented at the Meeting will consider and
vote upon (i) an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 40,000,000 to
80,000,000, and (ii) such other business as may properly come before the
Meeting or any adjournment or adjournments thereof. The Company is not aware
of any other business to be presented for consideration at the Meeting.
VOTING AND SOLICITATION OF PROXIES
Only holders of record of the Common Stock at the close of business on
February 5, 1998 (the "Record Date") will be entitled to notice of and to
vote at the Meeting. As of the Record Date, 22,635,215 shares of Common
Stock were outstanding. Each shareholder is entitled to one vote for each
share of Common Stock held of record on the Record Date for the proposal
submitted for shareholder consideration at the Meeting. The presence, in
person or by proxy, of the holders of not less than one-third of the shares
of Common Stock entitled to vote at the Meeting is necessary to constitute a
quorum for the conduct of business at the Meeting. The affirmative vote of a
majority of the shares of Common Stock issued and outstanding is required to
approve the proposal to amend the Company's Certificate of Incorporation.
Abstentions and broker non-votes will have the same effect as a vote against
the proposal. "Broker non-votes" are proxies with respect to shares held in
record name by brokers or nominees, as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote and (ii)
the broker or nominee does not have discretionary voting power under
applicable national securities exchange rules or the instrument under which
it serves in such capacity.
All shares represented by properly executed proxies will, unless such
proxies have previously been revoked, be voted at the Meeting in accordance
with the directions on the proxies. A proxy may be revoked at any time prior
to final tabulation of the votes. Shareholders may revoke proxies by written
notice to the Secretary of the Company, by delivery of a proxy bearing a
later date, or by personally appearing at the Meeting and casting a contrary
vote. If no direction is indicated, the shares will be voted in favor of the
amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock, as listed in this
Proxy Statement. The persons named in the proxies will have discretionary
authority to vote all proxies with respect to additional matters that are
properly presented for action at the Meeting.
The executive officers and directors of the Company as a group own or
may be deemed to control approximately 29% of the outstanding shares of
Common Stock of the Company. Each of the executive officers and directors
has indicated his intent to vote all shares of Common Stock owned or
controlled by him in favor of each item set forth herein.
The proxy solicitation is made by and on behalf of the Board of
Directors. Solicitation of proxies for use at the Meeting may be made in
person or by mail, telephone or telegram, by directors, officers and regular
employees of the Company. Such persons will receive no additional
compensation for any solicitation activities. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. The Company
will bear the entire cost of solicitation of proxies, including the
preparation, assembly, printing and mailing of this Proxy Statement, the
proxy and any additional information furnished to shareholders.
-1-
<PAGE>
PROPOSAL - AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
As of February 5, 1998, the Board of Directors adopted a resolution
proposing that the Company's Certificate of Incorporation be amended to
increase the total number of shares of Common Stock that the Company is
authorized to issue from 40,000,000 to 80,000,000 shares.
PURPOSES
The additional authorized shares will benefit the Company by providing
flexibility to the Board of Directors without further action or authorization
by shareholders (except as required by law), in responding to business needs
and opportunities as they arise, and for other corporate purposes. In
addition, the Board of Directors anticipates approving a stock split in the
nature of a dividend for distribution to the Company's shareholders in the
event the additional shares are authorized. Corporate purposes might include
the obtaining of capital funds through public and private offerings of shares
of Common Stock or of securities convertible into shares of Common stock or
the acquisition of businesses, technologies or other assets. If such
additional authorized shares of Common Stock are subsequently issued to other
than existing shareholders, the percentage interest of existing shareholders
in the Company will be reduced. The issuance of any additional shares will
be on terms deemed by the Board of Directors to be in the best interests of
the Company and its shareholders. The Company may also seek to raise
additional capital from time to time and the Board of Directors believes that
it is prudent to have additional shares of Common Stock available for such
purpose and for general corporate purposes, including acquisitions, grants of
stock options and recapitalizations, which transactions can be consummated
expediently only if the proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock of
the Company is approved by holders of a majority of the issued and
outstanding shares of Common Stock. The Board of Directors will determine
whether, when and on what terms the issuance of shares of Common Stock may be
warranted in connection with any of the foregoing purposes.
The Board of Directors believes that the proposed increase in the number
of authorized shares of Common Stock will give the Company greater
flexibility by allowing shares of Common Stock to be issued by the Board of
Directors without the delay and expense of a special meeting of shareholders.
IMPLEMENTATION
If the proposed Amendment is adopted by the shareholders, it will become
effective upon the filing and recording of a Certificate of Amendment as
required by the General Corporation Law of the State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for shareholder
action at the Company's annual shareholder meetings. Such proposals must be
received the Company not later than June 30, 1998 to be considered for
inclusion in the proxy statement and proxy relating to the 1998 Annual
Meeting of Shareholders. Any such proposals should be addressed to:
Corporation Secretary, CIBER, Inc., 5251 DTC Parkway, Suite 1400, Englewood,
CO 80111.
-2-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock at February 5, 1998, and stock
options exercisable for shares of Common Stock within sixty days of such
date, held by (i) each person or group of persons known by the Company to own
beneficially more than five percent (5%) of the outstanding Common Stock,
(ii) each director and nominee for director of the Company, (iii) each Named
Executive Officer (as defined below) and (iv) all executive officers and
directors of the Company as a group. Named Executive Officers are the chief
executive officer and the Company's four most highly compensated executive
officers other than chief executive officer. 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. Unless otherwise
indicated, the shareholders listed below have sole voting and investment
power with respect to the shares reported as owned.
<TABLE>
<CAPTION>
Name of Amount and nature of Percent of
beneficial owner beneficial ownership class
---------------- -------------------- -----
<S> <C> <C>
Bobby G. Stevenson(1) 6,114,544 27%
Mac J. Slingerlend(2) 430,332 2%
Richard A. Montoni(3) 9,950 *
William E. Storrison(4) 60,925 *
Lawrence D. Greenwood 100,967 *
James A. Rutherford(5) 26,426 *
James C. Spira(5) 14,346 *
Roy L. Burger(5) 12,426 *
Pilgrim Baxter & Associates, Ltd. 1,974,200 9%
All directors and executive
officers as a group (8 person)(6) 6,769,916 29%
</TABLE>
(1) The address of Mr. Stevenson is c/o CIBER, Inc., 5251 DTC Parkway,
Suite 1400, Englewood, CO 80111. Includes shares held by the Bobby
G. Stevenson Revocable Trust (the "Trust"), of which Mr. Stevenson
is the settlor, trustee and beneficiary and options to purchase
80,000 shares of Common Stock. Excludes 5,000 shares of Common Stock
held in the Irrevocable First Stevenson Charitable Remainder Unitrust,
of which shares Mr. Stevenson disclaims beneficial ownership. The
Trust has entered into a forward purchase contract pursuant to which
it may deliver cash or shares of Common Stock to a wholly owned
subsidiary of Merrill Lynch & Co., Inc. to pay and discharge
Structured Yield Products Exchangeable for Stock ("STRYPES") due in
2001. Assuming delivery of the maximum number of shares of Common
Stock required to pay and discharge all of the STRYPES (including
STRYPES subject to the over allotment option granted to the
underwriter of the STRYPES), Mr. Stevenson will beneficially own
3,996,186 shares of Common Stock, which will represent approximately
18% of the Company's outstanding Common Stock.
(2) Includes options to purchase 403,334 shares of Common Stock.
(3) Includes options to purchase 9,805 shares of Common Stock.
(4) Includes options to purchase 28,125 shares of Common Stock.
(5) Includes options to purchase 16,000, 14,000 and 12,000 shares of
Common Stock for Messrs. Rutherford, Spira and Burger, respectively.
(6) Includes options to purchase 563,264 shares of Common Stock.
-3-
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the Meeting except the matters set forth in the Notice and described in this
Proxy Statement. If any other matters properly come before the Meeting, the
persons designated as agents in the enclosed proxy will vote on such matters
in accordance with their best judgment.
By order of the Board of Directors
Bobby G. Stevenson
Chairman of the Board,
Chief Executive Officer and Secretary
Englewood, Colorado
February 9, 1998
-4-
<PAGE>
CIBER, INC.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
The undersigned hereby appoints Bobby G. Stevenson and Mac J. Slingerlend, or
either of them, with full power of substitution, as attorneys-in-fact, agents
and proxies (the "Proxies") to vote on behalf of the undersigned all shares
of common stock, $.01 par value, of CIBER, Inc. (the "Company"), that the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting"), to be held at 5251 DTC Parkway, Suite 1400, Englewood, Colorado
on Wednesday, March 4, 1998 at 1:00 p.m., and at any and all adjournments
thereof, as follows:
1. The amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 40,000,000 to 80,000,000.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, such Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSAL NO. 1. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Meeting, or at any
adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the shareholder's decision to terminate this proxy, the
power of the Proxies shall be deemed terminated and of no further force and
effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her
decision to terminate this proxy prior to the final tabulation of the votes.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of the Notice of the Meeting and a Proxy Statement dated
February 9, 1998.
Dated:____________________________, 1998
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-----------------------------------------
Please sign exactly as your name appears on
this Proxy card. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title. If
shares are held jointly, each holder should
sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE PREPARED ENVELOPE.
/ / Please check here if you plan to attend the Meeting.
