CIBER INC, 424B4, 1998-01-28

CIBER INC
424B4, 1998-01-28
COMPUTER PROGRAMMING SERVICES

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<PAGE>
AS FILED PURSUANT TO RULE 424(b)(4)
FOR REGISTRATION NO. 333-43857.

PROSPECTUS

1,842,050 SHARES

[LOGO]

COMMON STOCK

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

This Prospectus relates to 1,842,050 shares of Common Stock, par value $.01
per share (the "Common Stock"), of CIBER, Inc., a Delaware corporation (the
"Company"), which may be delivered by Merrill Lynch & Co., Inc. ("ML & Co.")
upon payment and discharge of the Structured Yield Product Exchangeable for
Stock-SM-, 7 7/8% STRYPES-SM- Due February 1, 2001 of ML & Co. (each a
"STRYPES") at maturity, subject to ML & Co.'s right to deliver an amount in cash
with an equal value. ML & Co. has granted the Underwriter of the STRYPES (as
defined herein) an option for 30 days to purchase additional STRYPES, solely to
cover over-allotments, if any. Such additional STRYPES may be paid and
discharged by ML & Co. at their maturity by delivery of up to an additional
276,308 shares of Common Stock to which this Prospectus also relates.

All of the shares of Common Stock covered hereby are beneficially owned by
Bobby G. Stevenson, the Company's Chairman and Chief Executive Officer, through
the 1998 Bobby G. Stevenson Revocable Trust (the "Trust"), of which Mr.
Stevenson is the settlor, trustee and beneficiary (Mr. Stevenson, individually
and as settlor, beneficiary and trustee of the Trust, is hereinafter referred to
as the "Contracting Stockholder"). The Contracting Stockholder may deliver such
shares of Common Stock to a wholly owned subsidiary of ML & Co. (the "ML & Co.
Subsidiary") pursuant to a forward purchase contract (the "Forward Purchase
Contract") among the Contracting Stockholder, ML & Co., the ML & Co. Subsidiary
and The Bank of New York, as collateral agent. In lieu of delivering shares of
Common Stock, the Contracting Stockholder has the right to satisfy his
obligations under the Forward Purchase Contract by delivering cash with an equal
value. Such right, if exercised by the Contracting Stockholder, must be
exercised with respect to all shares of Common Stock deliverable pursuant to the
Forward Purchase Contract. The Company will not receive any of the proceeds from
the sale of any STRYPES or from any sale of such Common Stock.

The STRYPES are offered by a separate prospectus of ML & Co. (the "STRYPES
Prospectus"). This Prospectus relates only to the Common Stock covered hereby
and does not relate to the STRYPES. THE COMPANY TAKES NO RESPONSIBILITY FOR ANY
INFORMATION INCLUDED IN OR OMITTED FROM THE STRYPES PROSPECTUS. THE STRYPES
PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT INCORPORATED
BY REFERENCE HEREIN. Because the STRYPES are a separate security issued by ML &
Co. for which the Company has no responsibility, an investment in the STRYPES
may have materially different characteristics from a direct investment in the
Common Stock.

SEE "RISK FACTORS" COMMENCING ON PAGE 8 OF THIS PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.

The Common Stock is traded on the New York Stock Exchange, Inc. ("NYSE")
under the trading symbol "CBR." On January 26, 1998, the last reported sale
price of the Common Stock on the NYSE was $54 1/8 per share. See "Price Range of
Common Stock."

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

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.

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

- -SM-Service mark of Merrill Lynch & Co., Inc.

The date of this Prospectus is January 26, 1998.
<PAGE>
IN CONNECTION WITH THE OFFERING OF THE STRYPES, MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED (THE "UNDERWRITER OF THE STRYPES") MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE OF
STRYPES TO COVER SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"PLAN OF DISTRIBUTION."

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(including the exhibits and amendments thereto, the "Registration Statement")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") with
respect to the shares of Common Stock covered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which are omitted as permitted by the rules and
regulations of the Commission and to which reference is hereby made. Statements
contained in this Prospectus regarding the contents of any contract, agreement
or any other document referred to herein are not necessarily complete. With
respect to each such contract, agreement or other document filed or incorporated
by reference as an exhibit to the Registration Statement or as an exhibit to
documents incorporated by reference in this Prospectus, reference is made to the
copy of such contract, agreement or other document filed as an exhibit to the
Registration Statement or such other document for a more complete description of
the matter involved, and each such statement shall be deemed qualified in all
respects by such reference. Copies of the Registration Statement, of which this
Prospectus is a part, together with such exhibits may be obtained, upon payment
of the fee prescribed by the Commission, or may be examined without charge, at
the office of the Commission.

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Exchange Act"), and, in accordance therewith,
files annual and quarterly reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copies of such materials may be obtained from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the Commission:
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10048, upon
payment of the charges prescribed therefor by the Commission.

In addition, the Common Stock is listed on the NYSE and the Company is
required to file reports, proxy statements, confirmation statements and other
information with the NYSE. These documents may be inspected at the principal
office of the NYSE at 20 Broad Street, New York, New York 10005. Further, since
May 7, 1996, the Company has been filing documents with the Commission through
the Electronic Data Gathering, Analysis and Retrieval System. Accordingly,
copies of documents filed by the Company with the Commission on or after May 7,
1996, as well as copies of the Registration Statement (including the exhibits
filed therewith), are also available through the Commission's web site
(http://www.sec.gov).

All information contained in this Prospectus relating to the Contracting
Stockholder or to the proposed or potential methods of distribution of the
Common Stock covered hereby and all information contained herein regarding the
STRYPES, the Forward Purchase Contract and the proposed STRYPES offering has
been supplied by ML & Co. or the Contracting Stockholder.

It is contemplated that this Prospectus will be provided only to persons who
are prospective purchasers of STRYPES, which persons shall simultaneously
receive from the Underwriter of the STRYPES a STRYPES Prospectus relating to the
offer and sale of the STRYPES. This Prospectus is not intended, and has not been
authorized to be used, for any purpose other than to provide legally required
information to prospective purchasers of STRYPES who also have received the
STRYPES Prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED
UPON WRITTEN OR ORAL REQUEST DIRECTED TO CIBER, INC., 5251 DTC PARKWAY, SUITE
1400, ENGLEWOOD, COLORADO 80111. ATTENTION: INVESTOR RELATIONS, TELEPHONE: (303)
220-0100.

The information in the following documents filed by the Company with the
Commission (File No. 0-23488) pursuant to the Exchange Act is incorporated by
reference in this Prospectus:

(a) Annual Report on Form 10-K for the year ended June 30, 1997, filed with
the Commission on September 19, 1997;

(b) Quarterly Report on Form 10-Q for the three months ended September 30,
1997, filed with the Commission on November 12, 1997;

(c) Current Reports on Form 8-K filed with the Commission on each of July
21, 1997, August 28, 1997, October 15, 1997, November 4, 1997, December
5, 1997 and January 14, 1998; and

(d) Registration Statement on Form S-1, as amended, dated as of March 17,
1994 (No. 33-74774), with respect to the information contained under the
heading "Description of Capital Stock," which information was
incorporated by reference into the Registration Statement on Form 8-A,
filed with the Commission on February 25, 1994.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of filing of the initial
Registration Statement and prior to the termination of this offering 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 statements made herein or in a document incorporated or deemed to be
incorporated by reference herein 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 is also incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.

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<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND
NOTES THERETO 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. AS USED IN THIS PROSPECTUS,
THE TERM "ACQUISITION" REFERS TO BUSINESS COMBINATIONS ACCOUNTED FOR AS
PURCHASES AND THE TERM "MERGER" REFERS TO BUSINESS COMBINATIONS ACCOUNTED FOR AS
POOLINGS OF INTERESTS. EXCEPT AS CONTAINED IN THE RECENT DEVELOPMENTS SECTION OF
THIS PROSPECTUS SUMMARY, NONE OF THE FINANCIAL INFORMATION CONTAINED HEREIN HAS
BEEN UPDATED TO REFLECT ANY MERGER OR ACQUISITION SUBSEQUENT TO JUNE 30, 1997.
FOR INFORMATION REGARDING RECENT BUSINESS COMBINATIONS, SEE "RECENT
DEVELOPMENTS." 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 for "business/IT" problems, package software implementation services,
system life-cycle project responsibility, millennium date change conversion
services and networking procurement and engineering services.

The Company's revenues are generated from two areas, the CIBER Information
Services ("CIS") Division and CIBER's Solutions Consulting Group ("CIBER
Solutions"). The CIS Division provides application software development and
maintenance services and, through its CIBR2000 Division, millennium date change
solutions. CIBER Solutions 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 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 system integration services. BIT
specializes in the implementation and integration of human resource and
financial software application products, plus workflow automation and
manufacturing/distribution software systems, primarily for client/server
networks. A substantial portion of BIT's revenues is derived from assisting
clients implementing PeopleSoft, Inc. ("PeopleSoft") software. 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 strategy includes the expansion of 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,
information systems design, development, integration and implementation, as well
as project management services.

The Company currently services its clients through a nationwide network of
over 60 offices in 20 states, plus Canada. The Company currently employs
approximately 4,300 employees, approximately 3,600 of whom are billable
consultants trained in operating systems, standard and state-of-the-art
programming languages, application software design techniques, process
re-engineering and management resource planning, local-area and wide-area
networking and certain widely-used software packages. These services are
generally provided on-site to large clients with substantial information
technology requirements.

The Company 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 computer-related services, developing a
professional sales force and selectively acquiring established complementary
companies. The Company maintains its executive offices at 5251 DTC Parkway,
Suite 1400, Englewood, Colorado 80111. The Company's telephone number is (303)
220-0100.

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<PAGE>
PLAN OF DISTRIBUTION

This Prospectus relates to 1,842,050 shares of Common Stock, which may be
delivered by ML & Co. upon payment and discharge of the STRYPES at maturity,
subject to ML & Co.'s right to deliver an amount in cash with an equal value. ML
& Co. has granted the Underwriter of the STRYPES an option for 30 days to
purchase additional STRYPES, solely to cover over-allotments, if any. Such
additional STRYPES may be paid and discharged by ML & Co. at their maturity by
delivery of up to an additional 276,308 shares of Common Stock to which this
Prospectus also relates. Pursuant to the terms of the Forward Purchase Contract,
the Contracting Stockholder is obligated to deliver to the ML & Co. Subsidiary
on the business day immediately preceding the maturity date of the STRYPES a
number of shares of Common Stock covered by this Prospectus equal to the number
required by ML & Co. to pay and discharge all of the STRYPES (including STRYPES
issued pursuant to the over-allotment option granted to the Underwriter of
STRYPES) at maturity, subject to the Contracting Stockholder's right to satisfy
such obligation by delivering, with respect to all, but not less than all, of
such shares, cash with an equal value. Under the Forward Purchase Contract, ML &
Co. has agreed to pay and discharge the STRYPES at maturity by delivering to the
holders thereof the form of consideration that the ML & Co. Subsidiary receives
from the Contracting Stockholder. See "Plan of Distribution."

RECENT DEVELOPMENTS

On January 13, 1998, the Company reported revenues and earnings results for
the three and six months ended December 31, 1997. The prior fiscal year, three
month and six month information has been restated for poolings of interests
through December 31, 1997.

Revenues for the quarter ended December 31, 1997 were $116,674,000, an
increase of 52% over revenues for the quarter ended December 31, 1996 of
$76,808,000. Excluding one-time merger costs, pro forma net income for the
December 1997 quarter was $7,823,000 or $.33 per share, an increase of 112%
compared to $3,696,000 or $.17 per share for the December 1996 quarter. After
merger costs, pro forma net income for the December 1997 quarter increased to
$6,295,000 or $.27 per share, a 103% increase compared to $3,100,000 or $.14 per
share for the December 1996 quarter.

Revenues for the six months ended December 31, 1997 were $222,080,000, an
increase of 50% over revenues for the period ended December 31, 1996 of
$148,179,000. Excluding one-time merger costs, pro forma net income for the six
months ended December 31, 1997 was $14,146,000 or $.60 per share, an increase of
95% compared to $7,240,000 or $.33 per share for the six months ended December
31, 1996. After merger costs, pro forma net income for the six months ended
December 31, 1997 increased to $12,004,000 or $.51 per share, a 99% increase
compared to $6,022,000 or $.28 per share for the six months ended December 31,
1996.

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<PAGE>
Subsequent to June 30, 1997, the following companies have merged with the
Company in business combinations accounted for as poolings of interests:

KCM COMPUTER CONSULTING, INC. ("KCM"). On July 18, 1997, the Company issued
430,850 shares of its Common Stock in exchange for all of the outstanding common
stock of KCM. KCM, located in Calverton, Maryland, provides consulting services
similar to the Company's CIS Division.

SOFTWAREXPRESS, INC. D/B/A RELIANT INTEGRATION SERVICES, INC.
("RELIANT"). On August 21, 1997, the Company issued 591,638 shares of its
Common Stock and assumed substantially all of Reliant's liabilities in exchange
for all of the assets of Reliant. Reliant, located in Menlo Park, California,
provided network integration services and equipment, and has become part of the
Company's subsidiary, CNSI.

BAILEY & QUINN, INC. ("BQI"). On October 22, 1997, the Company issued
approximately 74,000 shares of its Common Stock and assumed substantially all of
BQI's liabilities in exchange for all of the assets of BQI. BQI, located in
Norcross, Georgia, provided consulting services similar to the Company's CIS
Division.

THE CONSTELL GROUP, INC. ("CONSTELL"). On October 24, 1997, the Company
issued 250,000 shares of its Common Stock in exchange for all of the outstanding
common stock of Constell. Constell, headquartered in Elmwood Park, New Jersey,
provides consulting services similar to the Company's CIS Division and the
Company's subsidiary, Spectrum.

FINANCIAL DYNAMICS, INC. ("FDI"). On November 24, 1997, the Company issued
564,027 shares of its Common Stock, granted options for 48,610 shares of its
Common Stock and assumed substantially all of FDI's liabilities in exchange for
all of the assets of FDI. FDI, headquartered in McLean, Virginia, provided
consulting services similar to the Company's subsidiary, Spectrum.

TECHWARE CONSULTING, INC. ("TECHWARE"). On November 26, 1997, the Company
issued 373,918 shares of its Common Stock and assumed substantially all of
Techware's liabilities in exchange for all of the assets of Techware. Techware,
headquartered in Irving, Texas, provided consulting services similar to the
Company's CIS division.

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The following table sets forth summary consolidated financial data of the
Company restated to reflect the recent poolings-of-interests with Reliant,
Constell, FDI and Techware. The poolings-of-interests with KCM and BQI are
considered by management to be immaterial and therefore the following restated
financial data has not been restated for such mergers.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS
ENDED DECEMBER 31,
YEAR ENDED JUNE 30, DECEMBER 31,
----------------------------------------------------- -------------------- --------------------
1993 1994 1995 1996 1997 1996 1997 1996 1997
--------- --------- --------- --------- --------- --------- --------- --------- ---------
IN THOUSANDS, EXCEPT PER SHARE DATA
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Consulting services.......... $ 89,380 $ 108,195 $ 158,206 $ 209,006 $ 285,951 $ 66,278 $ 101,559 $ 127,585 $ 194,309
Product sales................ 24,192 31,518 31,219 29,734 47,101 10,530 15,115 20,594 27,771
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total revenues............. 113,572 139,713 189,425 238,740 333,052 76,808 116,674 148,179 222,080
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Cost of consulting
services................... 59,217 72,225 106,669 141,568 189,937 44,686 66,509 85,664 126,895
Cost of product sales........ 18,208 25,220 25,461 24,280 40,094 8,768 12,688 17,134 23,312
Selling, general and
administrative expenses.... 29,721 33,420 44,200 54,032 70,565 17,105 23,900 33,033 47,061
Amortization of intangible
assets..................... 649 719 1,395 1,795 3,087 687 970 1,289 1,908
Merger costs................. -- -- 1,075 901 1,218 596 1,528 1,218 2,142
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Operating income........... 5,777 8,129 10,625 16,164 28,151 4,966 11,079 9,841 20,762
Interest and other income.... 131 198 188 920 1,170 331 331 591 639
Interest expense............. (362) (309) (313) (268) (299) (104) (48) (159) (127)
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Income from continuing
operations before income
taxes.................... 5,546 8,018 10,500 16,816 29,022 5,193 11,362 10,273 21,274
Income tax expense........... 1,002 1,958 3,540 5,436 12,256 2,362 6,138 5,245 10,277
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Income from continuing
operations............... 4,544 6,060 6,960 11,380 16,766 2,831 5,224 5,028 10,997
Income from discontinued
operations................. 679 511 -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Net income................. 5,223 6,571 6,960 11,380 16,766 2,831 5,224 5,028 10,997
Pro forma adjustment to
income tax expense......... (1,423) (1,355) (699) (1,201) 531 269 1,071 994 1,007
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Pro forma net income....... $ 3,800 $ 5,216 $ 6,261 $ 10,179 $ 17,297 $ 3,100 $ 6,295 $ 6,022 $ 12,004
--------- --------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Pro forma diluted income from
continuing operations per
share...................... $ 0.21 $ 0.30 $ 0.33 $ 0.49 $ 0.78 $ 0.14 $ 0.27 $ 0.28 $ 0.51
Pro forma diluted income per
share...................... $ 0.24 $ 0.31 $ 0.33 $ 0.49 $ 0.78 $ 0.14 $ 0.27 $ 0.28 $ 0.51
Weighted average common and
common equivalent shares... 15,771 16,575 19,090 20,689 22,140 21,906 23,652 21,773 23,454

JUNE 30, DECEMBER 31,
----------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1996 1997
--------- --------- --------- --------- --------- --------- ---------
IN THOUSANDS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

BALANCE SHEET DATA:
Working capital.............. $ 10,522 $ 14,431 $ 15,084 $ 46,139 $ 64,670 $ 44,818 $ 80,741
Total assets................. 34,943 51,467 62,567 91,705 139,908 106,378 158,604
Long-term liabilities........ 3,000 400 300 410 1,025 1,623 --
Shareholders' equity......... 12,271 27,372 32,300 64,879 108,368 73,373 126,247
</TABLE>

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RISK FACTORS

THE FOLLOWING RISK FACTORS MAY AFFECT THE VALUE OF SHARES OF COMMON STOCK
AND THEREFORE SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, IN CONJUNCTION WITH
THE OTHER INFORMATION INCLUDED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS
AND THE STRYPES PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION. SEE ALSO "--
FORWARD LOOKING STATEMENTS."

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
November 1997, the Company completed 20 business combinations. The success of
this strategy depends not only upon the Company's ability to identify and
acquire businesses on a cost-effective basis, but also upon its ability to
integrate acquired operations into its organization effectively, to retain and
motivate key personnel and to retain clients of acquired businesses. Business
combinations involve numerous risks, including the ability to manage
geographically remote offices, the diversion of management's attention from
other business concerns and the risks of entering markets in which the Company
has limited or no direct experience. In addition, acquisitions may involve the
expenditure of significant funds and the incurrence of significant charges
associated with the amortization of goodwill or other intangible assets or
future write-downs of the recorded values of assets acquired. There can be no
assurance that any business combination will result in long-term benefits to the
Company or that management will be able to manage effectively the resulting
business. Additionally, the Company experiences competition for 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. 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 millennium date change service needs. 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
the Company will be able to successfully start-up, identify, acquire, or
integrate branch office operations.

ABILITY TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS

The Company's future success will depend in part on its ability to hire and
provide adequately trained consultants who can fulfill the increasingly
sophisticated needs of its clients. The Company's on-going personnel needs arise
from: (i) increased demand for the Company's services, (ii) turnover, which is
generally high in the industry, and (iii) client requests for consultants
trained in the newest software and hardware technologies. Few of the Company's
employees are bound by non-compete agreements. Competition for consultants in
the information technology services industry is significant and the Company has
had and expects to continue to have difficulty in attracting and retaining an
optimal level of qualified consultants. In particular, competition is intense
for the limited number of qualified project managers and professionals with
specialized skills, such as a working knowledge of certain sophisticated
software. There can be no assurance that the Company will be successful in
attracting and retaining the personnel it requires to continue to grow.

DEPENDENCE ON SIGNIFICANT RELATIONSHIPS; ABSENCE OF LONG-TERM CONTRACTS

The Company's five largest clients accounted for 22% of the Company's total
revenues for the fiscal year ended June 30, 1997. No one client accounted for
more than 10% of the Company's total revenues in fiscal 1997, although in fiscal
1996, AT&T Corp. accounted for approximately 11% of the Company's total

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revenues. The typical client contract term is one to three years and there can
be no assurance that a client will renew its contract when it terminates. In
addition, the Company's contracts are generally cancelable by the client at any
time and clients may unilaterally reduce their use of the Company's services
under such contracts without penalty. The termination or significant reduction
of its business relationship with any of its significant clients would have a
material adverse effect on the Company.

Additionally, the Company has a significant relationship with PeopleSoft as
an implementation partner. In fiscal 1997, the Company derived approximately 12%
of its total revenues from clients who purchased implementation services for
their PeopleSoft software. In the event PeopleSoft products become obsolete or
non-competitive or if the Company should lose its "implementation partner"
status with PeopleSoft, the Company would suffer a material adverse effect.

MANAGEMENT OF A LARGE AND RAPIDLY 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 would be materially adversely affected.

PROJECT RISKS

The Company has provided and intends to continue to provide increased
project services to its clients. Projects are distinguishable from the Company's
time and material contracts by the level of responsibility assumed by the
Company and the potentially longer and more costly sales cycle of a project.
These factors may cause fluctuations in quarterly results. In a typical project,
the Company independently develops a program or maintains a system, whereas with
time and material contracts, the Company's clients generally maintain
responsibility for the overall task. The failure of a project or the failure of
the Company to provide project services in a satisfactory manner could have a
material adverse effect on the Company. Further, because the Company may
undertake projects on a fixed price basis and guarantee performance based upon
defined operating specifications, cost overruns, unsatisfactory performance or
unanticipated difficulties in completing such projects could have a material
adverse effect on the Company.

PRICING AND MARGIN PRESSURE

Many of the Company's larger clients purchase information technology
services primarily from a limited number of pre-approved vendors. In order to
remain on its clients' vendor lists and to develop new client relationships, the
Company must satisfy client requirements at competitive rates. Although the
Company continually attempts to lower its costs, there are other software
services organizations and temporary placement agencies that provide the same or
similar services at equal or lower costs. Furthermore, as competition
intensifies between information technology services providers, there may be
increased demand for qualified consultants resulting in upward market pressure
on consultant compensation. Additionally, certain of the Company's clients
require that their vendors reduce rates after services have commenced. There can
be no assurance that the Company will be able to compete effectively on pricing
or other requirements and, as a result, the Company could lose clients or be
unable to maintain historic gross margin levels or to operate profitably. With
respect to the Company's implementation services for software packages, the
manufacturers of such software may have training requirements that inhibit the
Company from competing effectively with other packaged software implementation
providers. In addition, as the Company expands its service offerings to include
a greater number of fixed price projects, the Company may experience a decrease
in margins as a result of unanticipated cost overruns resulting from the
inability to meet various project requirements.

9
<PAGE>
COMPETITION

The Company operates in a highly competitive and rapidly changing industry
and competes with a variety of companies for positions on the vendor lists of
particular clients. Most of these competing companies, many of which are
significantly larger and have greater financial, technical and marketing
resources, provide the same services as those offered by, and some offer a wider
variety of services than, the Company. Many large accounting and management
consulting firms offer services that overlap with a significant portion of the
Company's services, and the Company competes with the internal information
technology staffs of its clients and potential clients. Also, computer hardware
and software companies are increasingly becoming involved in systems integration
projects. Recently, temporary placement agencies, such as CoreStaff, Olsten and
Interim, have begun expanding their businesses to provide computer-related
services. There can be no assurance that the Company will be able to continue to
compete successfully with its existing competitors or will be able to compete
successfully with new competitors. Additionally, over the past several years
there has been an influx of foreign nationals who provide skilled computer
programming services at lower pay scales than other domestic programmers. Some
of these foreign nationals are being hired as consultants directly by the
Company's clients and potential clients, as well as by certain of the Company's
competitors. Moreover, in an attempt to decrease costs, some of the Company's
clients and potential clients are awarding business to competitors with
operations in "low cost" foreign countries, including Ireland, India and the
former Soviet Union. An increase in the use of skilled foreign national labor at
lower rates or foreign software service firms by the Company's competitors or
clients could have a material adverse effect on the Company.

DEPENDENCE UPON KEY MANAGEMENT PERSONNEL

The success of the Company continues to be highly dependent upon the efforts
of key management personnel of the Company, particularly its executive officers.
The loss of the services of any one of its executive officers could have a
material adverse effect on the Company. The Company has generally entered into
employment contracts with its executive officers and 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
certain 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 third parties, there can be no assurance
that infringement claims will not be asserted against the Company by such third
parties with respect to current or future services and products. Any such
claims, whether meritorious or not, may be time consuming, result in costly
litigation or require the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to the Company or at all, which may have a material adverse effect on
the Company.

10
<PAGE>
CONTROL BY CURRENT STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

At December 31, 1997, Bobby G. Stevenson, the Company's Chairman and Chief
Executive Officer owned beneficially 6,114,544 shares of Common Stock,
representing approximately 27% of the outstanding Common Stock. Mr. Stevenson
will retain ownership and voting rights with respect to such Common Stock until
such time, if any, as the shares offered hereby are delivered pursuant to the
Forward Purchase Contract. As a result, Mr. Stevenson is able to exercise
significant influence on the election of the Company's Board of Directors and
thereby direct the policies of the Company.

In addition, certain officers 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. Additionally,
the terms of purchase provide for contingent consideration of up to $2.6 million
that will be paid to the former CNSI stockholders in cash or Common Stock if
CNSI achieves certain performance objectives in each of the 12-month periods
ending October 31, 1997, 1998 and 1999. The October 31, 1997 performance
objectives of CNSI were achieved and, in January 1998, the Company paid
additional consideration of $1.2 million, consisting of 24,346 shares of Common
Stock and $124,000 of cash, to the former CNSI stockholders. At closing, the
Company repaid approximately $898,000 that was owed by CNSI to Mr. Stevenson and
his family. See "Certain Relationships and Related Transactions."

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Amended and Restated Certificate of Incorporation and Bylaws
and the Delaware General Corporation Law include provisions that may be deemed
to have anti-takeover effects and may delay, defer or prevent a takeover that
stockholders might consider in their best interests. These provisions include
the ability of the Board of Directors, without stockholder approval, to have the
Company issue up to 5,000,000 shares of preferred stock in one or more series
with such rights, obligations and preferences as the Board of Directors may
provide, a provision under which only certain officers and the Board of
Directors may call meetings of stockholders and certain advance notice
procedures for nominating candidates for election to the Board of Directors.
Directors of the Company are divided into three classes and are elected to serve
staggered three-year terms. Directors can be removed from office only for cause.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company's quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside the
Company's control. Factors that may affect the Company's quarterly revenue or
operating results generally include: costs relating to the expansion of the
Company's business, the extent and timing of business acquisitions, the
incurrence of merger costs, the timing of assignments from customers,
project-related risks, the seasonal nature of the Company's business due to
variations in holidays and vacation schedules, the introduction of new services
by the Company 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 the foregoing factors, it is possible that the Company's revenue or
operating results in one or more future quarters will fail to meet or exceed the
expectations of securities analysts or investors. In such event, the trading
price of the Company's Common Stock would likely be materially adversely
affected.

PRICE VOLATILITY

The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results, the
Company's prospects, changes in earnings estimates by securities analysts and by
economic, financial and other factors and market conditions that can affect the

11
<PAGE>
capital markets generally, the market segment of which the Company is a part,
the NYSE, including the level of, and fluctuations in, the trading prices of
stocks generally and sales of substantial amounts of Common Stock in the market,
or the perception that such sales could occur, and by other events that are
difficult to predict and beyond the Company'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 the Common Stock.

IMPACT OF STRYPES ON THE MARKET FOR THE COMMON STOCK

Any market that develops for the STRYPES is likely to influence and be
influenced by the market for the Common Stock. For example, the price of the
Common Stock, and, therefore, the value of the STRYPES at maturity, could be
depressed by investors' anticipation of the potential distribution into the
market of substantial amounts of the Common Stock on the maturity date of the
STRYPES, by possible sales of the Common Stock by investors who view the STRYPES
as a more attractive means of equity participation in the Company, and by
hedging or arbitrage trading activity that may develop involving the STRYPES and
the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock, including shares
issued in conjunction with previously completed or future business combinations,
or the perception that such sales could occur, could adversely affect the market
price of the Common Stock and could impair the Company's ability to raise
capital through the sale of its equity securities or to consummate future
business combinations using its equity securities. As of December 31, 1997, the
Company had approximately 22.5 million shares outstanding. Of these shares, the
1,842,050 shares offered hereby (2,118,358 shares if the Underwriters' over-
allotment option is exercised in full), together with approximately 19.9 million
shares currently traded in the public market and not subject to contractual
restrictions, are freely tradeable without restriction. A number of shares were
issued in recent business combinations consummated after June 30, 1997. An
aggregate of 818,297 shares held by affiliates of the combined companies in such
mergers became available for sale in the public market without significant
restrictions upon the release by the Company of certain results of operations
financial information on January 13, 1998. 468,971 other shares remain subject
to securities law restrictions on sale. See "Plan of Distribution" for a
discussion of additional restrictions applicable to shares held by the directors
and executive officers of 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."

FORWARD LOOKING STATEMENTS

"SAFE HARBOR" STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: A number of the matters and subject areas discussed in the foregoing
"Risk Factors" section and elsewhere in this Prospectus that are not historical
or current facts deal with potential future circumstances and developments. The
discussion of such matters and subject areas is qualified by the inherent risks
and uncertainties surrounding future expectations generally, and also may
materially differ from the Company's actual future experience involving any one
or more of such matters and subject areas. The Company has attempted to
identify, in context, certain of the factors that it currently believes may
cause actual future experience and results to differ from the Company's current
expectations regarding the relevant matter or subject area. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects" and similar
expressions are intended to identify forward-looking statements. The operation
and results of the Company's business also may be subject to the effect of other
risks and uncertainties in addition to the relevant qualifying factors
identified elsewhere in the foregoing "Risk Factors" section, including, but not
limited to

12
<PAGE>
recent or future business combinations, CIBR2000, continued acceptance and
growth of PeopleSoft software and dependence on significant clients and other
risks and uncertainties described elsewhere in this Prospectus and from time to
time in the Company's reports filed with the Commission, including the Annual
Report on Form 10-K for the fiscal year ended June 30, 1997 and the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997.

13
<PAGE>
STOCK OWNERSHIP BY MR. STEVENSON

Mr. Stevenson is the Chairman, Chief Executive Officer and Secretary of the
Company. At December 31, 1997, Mr. Stevenson beneficially owned an aggregate of
6,114,544 shares of Common Stock, representing approximately 27% of the
Company's outstanding Common Stock. Of these shares, 2,118,358 are held by the
Trust and 3,916,186 are held by the Bobby G. Stevenson Revocable Trust, both
trusts of which Mr. Stevenson is the settlor, trustee and beneficiary. The
shares beneficially owned by Mr. Stevenson also include options to purchase
80,000 shares of Common Stock at $4.40 per share pursuant to vested stock
options and stock options that vest within 60 days. In addition, Mr. Stevenson
will have the right to purchase up to an additional 20,000 shares of Common
Stock at $4.40 per share pursuant to stock options that will be fully vested on
February 1, 1999.

Pursuant to the Forward Purchase Contract, the Contracting Stockholder is
obligated to deliver up to 1,842,050 shares (2,118,358 shares if the
over-allotment option granted to the Underwriter of the STRYPES is exercised in
full) of Common Stock to the ML & Co. Subsidiary, subject to the Contracting
Stockholder's right to satisfy such obligation by delivering an amount in cash
with an equal value. Until such shares are delivered, the Contracting
Stockholder will retain the right to vote such shares and receive dividends
thereon. See "Dividend Policy."

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been listed on the NYSE under the symbol
"CBR" since June 19, 1997 and was, prior to that date, traded on the Nasdaq
National Market. The table below sets forth the high and low sales prices per
share of the Company's Common Stock on the Nasdaq National Market or the NYSE,
as applicable, for the periods indicated:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR 1996

First Quarter................................................... $121/2 $ 83/8
Second Quarter.................................................. 171/8 9
Third Quarter................................................... 167/8 95/8
Fourth Quarter.................................................. 25 147/8
FISCAL YEAR 1997
First Quarter................................................... 39 131/4
Second Quarter.................................................. 413/4 291/4
Third Quarter................................................... 341/4 22
Fourth Quarter.................................................. 447/8 22
FISCAL YEAR 1998
First Quarter................................................... 481/2 331/8
Second Quarter.................................................. 58 391/2
Third Quarter (through January 26, 1998)........................ 60 4613/16
</TABLE>

The last reported sale price of the Common Stock on the NYSE on January 26,
1998 was $54 1/8 per share. As of December 31, 1997, the Company estimates that
it had approximately 7,700 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.

USE OF PROCEEDS

All of the shares of Common Stock covered by this Prospectus are owned by
the Contracting Stockholder, who may deliver such shares to the ML & Co.
Subsidiary pursuant to the Forward Purchase Contract. See "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
any STRYPES or from any sale of such Common Stock in connection therewith.

14
<PAGE>
BUSINESS

GENERAL

The Company's revenues are generated from two areas, the CIS Division and
CIBER Solutions. The CIS Division provides application software development and
maintenance services and, through its CIBR2000 Division, millennium date change
solutions. CIBER Solutions is comprised of the Company's wholly-owned
subsidiaries, Spectrum, BIT, and 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 human resource and financial software
application products, plus workflow automation and manufacturing/distribution
software systems, primarily for client/sewer networks. A substantial portion of
BIT's revenues is derived from assisting clients implementing PeopleSoft
software. 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 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, information systems
design, development, integration and implementation, as well as project
management services.

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 computer-related services, developing a
professional sales force and selectively acquiring or merging established
complementary companies. Since fiscal 1993, the Company's revenues have
increased from $81.4 million to $262.3 million in fiscal 1997, a compound annual
growth rate of 34%. Over the same period, pro forma net income increased from
$1.6 million in fiscal 1993 to $15.9 million in fiscal 1997, a compound annual
growth rate of 77%.

BUSINESS STRATEGY

- - 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

15
<PAGE>
clients have been significant clients for many years. For example, the Company's
largest and second largest clients, accounting for approximately 7% and 5%,
respectively, of fiscal 1997 revenues, have been clients for over 10 and 17
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 continue 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 additional
information technology services to existing clients. The Company may also start
new branches in attractive markets with its own personnel.

- - EXPAND INTEGRATION AND IMPLEMENTATION SERVICES. The Company's concentrated
effort on providing time and materials 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, 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 DIVISION

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. CIBER Associates, a part of the CIS Division, is dedicated
entirely to supporting IBM, which currently is the Company's largest client.
Currently, the CIS Division operates out of over 30 branch offices.

16
<PAGE>
CIBR2000. In April 1996, the CIBR2000 group was launched to provide
millennium date conversion services to assist clients in remedying customized
computer programs that can only perform correctly up to December 31, 1999.
CIBR2000 reviews and analyzes clients' existing programs, develops solution
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 millennium date conversion services at its
CIBR2000 Solution Center, as well as at client sites.

CIBER SOLUTIONS

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 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
12% of the Company's fiscal 1997 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 five offices,
including the Menlo Park, California office added in August 1997. 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.

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 acquired
operations 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 continue to pursue business
combinations as part of its growth and operation 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 or merged companies.

Business combinations 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.

17
<PAGE>
Since January 1995, the Company has completed the following business
combinations (See also "Prospectus Summary--Recent Developments"):

<TABLE>
<CAPTION>
APPROXIMATE
TOTAL CONSULTANTS AT
DATE NAME MAIN OFFICE CONSIDERATION(1) ACQUISITION
- -------------- ------------------------------------------------------- ------------------------ ----- --------------
<S> <C> <C> <C> <C>
November 1997 Techware Consulting, Inc. Irving, TX $16.2 107
November 1997 Financial Dynamics, Inc. McLean, VA $26.3 166
October 1997 Bailey & Quinn, Inc. Norcross, GA $3.3 49
October 1997 The Constell Group, Inc. Elmwood Park, NJ $11.0 97
August 1997 SoftwarExpress, Inc.--d/b/a Reliant Integration
Services, Inc. Menlo Park, CA $21.6 40
July 1997 KCM Computer Consulting, Inc. Calverton, MD $15.2 151
March 1997 Davis, Thomas & Associates, Inc. Minneapolis, MN $13.5 117
December 1996 CIBER Network Services, Inc.(2) Edison, NJ $5.7 50
November 1996 Technical Support Group, Inc. Chicago, IL $13.5 70
November 1996 Technology Management Group, Inc. Seattle, WA $13.7 108
September 1996 Spectrum Technology Group, Inc. Somerville, NJ $16.6 110
July 1996 DataFocus, Inc.(3) Fairfax, VA $5.0 45
May 1996 Practical Business Solutions, Inc. Boston, MA $12.9 125
March 1996 OASYS, Inc. Columbus, OH $0.8 18
September 1995 Broadway & Seymour, Inc.(4) Rochester, MN $1.0 45
June 1995 Business Information Technology, Inc. Concord, CA $10.3 125
May 1995 Spencer & Spencer Systems, Inc. St. Louis, MO $5.3 141
January 1995 Interface Systems, Inc. Holmdel, NJ $3.4 48
</TABLE>

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

(1) Approximate total consideration in millions of dollars includes, if a
merger, the value of Common Stock and options to purchase Common Stock
issued or, if an acquisition, cash paid, Common Stock issued and liabilities
assumed.

(2) If the acquired business achieves certain levels of revenue or net income,
the Company will be required to pay additional consideration of up to $1.4
million. See "Certain Relationships and Related Transactions."

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

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

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 23 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. Client assignments within
CIBER Solutions tend to be less of a recurring nature than within the CIS
Division. This is due to the often one-time implementation focused assignments,
particularly for BIT and CNSI.

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

18
<PAGE>
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. The Company's five largest clients represented 22%, 26%, 22% of the
Company's total revenues for the years ended June 30, 1997, 1996, and 1995,
respectively. Some of the Company's significant clients include: American
Express Company, AT&T, Fidelity Investments, Inc., Ford Motor Company, GTE
Corporation, IBM, MCI Telecommunications Corporation, Monsanto Corp., US West
Communications, Inc., and Xerox Corporation; each of which has been a client for
over five years.

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 as
an implementation partner. In fiscal 1997, approximately 12% of the Company's
total revenues was derived from clients who purchased implementation services
for their PeopleSoft software. In the event PeopleSoft products become obsolete
or noncompetitive, 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, 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.

SALES FORCE

The Company maintains an experienced sales force of approximately 160
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 larger 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.

19
<PAGE>
OFFICES

The Company's CIS Division branch office network is integral to its business
strategy. Through the branch 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 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 over 60
offices in 20 states plus Canada. The number of consultants working out of any
office ranges from as few as five to over 150. The average is approximately 60
consultants per office.

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 to the Company's success. The Company devotes significant resources to
meeting its personnel requirements. The Company currently has approximately 150
full-time recruiters in its offices and approximately 20 in its National
Recruiting Group. The National Recruiting Group maintains a national,
proprietary database of relocatable and in-demand consultants (due to unique or
specialized skill sets), augments local recruiting, advertises nationally and
over the Internet 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 most employees and, in addition, maintains a library of technical
training courses available for home study. The Company makes available an
employee stock purchase plan and a matching provision as part of its 401(k)
savings plan to all employees. The Company also grants stock options to a large
number of its 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.

20
<PAGE>
COMPETITION

The information technology services industry is extremely competitive. A
number of companies compete with the Company in select 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, Computer Horizons 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 substantially 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.

In order to remain on its clients' vendor lists and to develop new client
relationships, the Company must satisfy 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 3l, 1997, the Company had approximately 4,300 full-time
employees, including approximately 700 personnel in administrative positions and
approximately 3,600 billable consultants.

21
<PAGE>
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. Generally, the Company has entered into employment agreements with
its executive officers. The Company believes its relations with its employees
are good.

MANAGEMENT

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

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- --------------------- --- ------------------------------------------------------------
<S> <C> <C>
Bobby G. Stevenson 55 Chairman, Chief Executive Officer, Secretary and Founder

Mac J. Slingerlend 50 President, Chief Operating Officer, Treasurer and Director

Richard A. Montoni 46 Executive Vice President, Chief Financial Officer and
Director

Lawrence D. Greenwood 46 Senior Vice President; President/CIBER Solutions

William E. Storrison 38 Senior Vice President; President/CIBER Information Services
Division

James A. Rutherford 51 Director

James C. Spira 54 Director

Roy L. Burger 42 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.

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.

LAWRENCE D. GREENWOOD. Mr. Greenwood has been President of CIBER Solutions
since August 1997. Mr. Greenwood joined the Company as Vice President in 1996
when Spectrum merged with the Company. Mr. Greenwood was a co-founder of
Spectrum in 1979 and served as its President when the merger occurred.

WILLIAM E. STORRISON. Mr. Storrison has been President of the CIBER
Information Services Division since 1996. Mr. Storrison was Senior Vice
President/Operations of the Company from 1994 to 1996 and, from 1992 to 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.

JAMES A. RUTHERFORD. Mr. Rutherford has been a director of the Company
since February 1994. He is currently a managing director of Wingset Investments
Ltd., a private venture capital company located in

22
<PAGE>
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 including Chief Executive Officer and as a director from its
incorporation in 1977 until its sale in 1992. Mr. Rutherford is also a trustee
of Case Western Reserve University and 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 l995, 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 of 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.

23
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information known to the Company regarding
beneficial ownership of the Company's Common Stock at December 31, 1997
(including 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 of the Company, (iii) the Chief Executive
Officer and the other executive officers of the Company, and (iv) all executive
officers and directors of the Company as a group. 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 stockholders listed below have sole voting and investment power with respect
to the shares reported as owned.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
NAME OF ------------------
BENEFICIAL OWNER NUMBER PERCENT
- -------------------------------------------------------------------- --------- -------
<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)............................................. 110,925 *

Lawrence D. Greenwood............................................... 100,967 *

James A. Rutherford(5).............................................. 26,426 *

James C. Spira(5)................................................... 14,346 *

Roy L. Burger(5).................................................... 12,426 *
--
---------

All directors and executive officers as a group (8 persons)(6)...... 6,819,916 29%
--
--
---------
---------
</TABLE>

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

* less than 1%

(1) The address of Mr. Stevenson is c/o CIBER, Inc., 5251 DTC Parkway, Suite
1400, Englewood, CO 80111. Includes shares held by the Trust and the Bobby
G. Stevenson Revocable Trust, both trusts 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. Assuming the delivery to the ML & Co.
Subsidiary of the maximum number of shares of Common Stock required by ML &
Co. to pay and discharge all of the STRYPES (including STRYPES subject to
the over-allotment option granted to the Underwriter of the STRYPES)
pursuant to the Forward Purchase Contract, Mr. Stevenson will beneficially
own 3,996,186 shares of Common Stock, which will represent approximately 18%
of the Company's outstanding Common Stock. See "Plan of Distribution."

(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 78,125 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 613,264 shares of Common Stock.

24
<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 CNSI, which company 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 an initial purchase price of approximately
$4.5 million. 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. 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. Additionally, the terms of purchase provide for contingent consideration
of up to $2.6 million that will be paid to the former CNSI stockholders in cash
or shares of Common Stock if CNSI achieves certain performance objectives in
each of the 12 month periods ending October 31, 1997, 1998 and 1999. Any
contingent consideration earned will be payable at the sellers' option, in
Common Stock (at the then prevailing market price for Common Stock) or in cash.
The October 31, 1997 performance objectives of CNSI were achieved and, in
January 1998, the Company paid addition consideration of $1.2 million,
consisting of 24,346 shares of Common Stock and $124,000 of cash, to the former
CNSI stockholders. 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 for meeting or exceeding
the revenue and earnings' thresholds that trigger payment of the contingent
consideration.

The Company was a guarantor on a $3.0 million inventory purchase line of
credit with AT&T Capital Corporation to CNSI. 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 had 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, 1995 and 1996 and for the period from July
1, 1996 to December 2, 1996, the Company purchased from CNSI several local area
networks and various computer equipment and software for approximately $268,000,
$923,000 and $558,000, respectively. In addition, from January 1994 to December
2, 1996, the Company provided accounting and other administrative services to
CNSI at a monthly cost of $2,500.

25
<PAGE>
PLAN OF DISTRIBUTION

Pursuant to the terms of the STRYPES, ML & Co. is obligated to pay and
discharge each STRYPES at maturity by delivering to the holder thereof a
specified number of shares of Common Stock, subject to ML & Co.'s right to
deliver, with respect all, but not less than all, of such shares, cash with an
equal value. Pursuant to the terms of the Forward Purchase Contract, the
Contracting Stockholder is obligated to deliver to the ML & Co. Subsidiary on
the business day immediately preceding the maturity date of the STRYPES a number
of shares of Common Stock covered by this Prospectus equal to the number
required by ML & Co. to pay and discharge all of the STRYPES (including STRYPES
issued pursuant to the over-allotment option granted to the Underwriter of the
STRYPES) at maturity, subject to the Contracting Stockholder's right to satisfy
such obligation by delivering, with respect to all, but not less than all, of
such shares, cash with an equal value. Under the Forward Purchase Contract, ML &
Co. has agreed to pay and discharge the STRYPES at maturity by delivering to the
holders thereof the form of consideration that the ML & Co. Subsidiary receives
from the Contracting Stockholder.

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 the sale of, 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 the Underwriter of
the STRYPES, except that the Company may, without such consent, issue shares of
common stock or grant options to purchase such shares pursuant to its benefit
plans or issue shares of Common Stock upon exercise of options, or issue up to a
specified number of shares in connection with business combinations. The
Contracting Stockholder has agreed not to offer, sell, contract to sell or
otherwise dispose of, directly or indirectly, 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 the
Underwriter of the STRYPES.

The Company and the Contracting Stockholder have agreed to indemnify the
Underwriter of the STRYPES against certain liabilities, including liabilities
under the Securities Act, relating to the information contained in this
Prospectus (including the documents incorporated by reference herein), other
than information furnished to the Company in writing by ML & Co. or the
Underwriter of the STRYPES expressly for use herein.

Until the distribution of the STRYPES is completed, rules of the Commission
may limit the ability of the Underwriter of the STRYPES to bid for and purchase
the STRYPES or shares of the Common Stock. As an exception to these rules, the
Underwriter of the STRYPES is permitted to engage in certain transactions that
stabilize the price of the STRYPES or the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the STRYPES or the Common Stock.

If the Underwriter of the STRYPES creates a short position in the STRYPES in
connection with the STRYPES offering, I.E., if it sells more STRYPES than are
set forth on the cover page of the STRYPES Prospectus, the Underwriter of the
STRYPES may reduce that short position by purchasing STRYPES in the open market.
The Underwriter of the STRYPES may also elect to reduce any short position by
exercising all or part of the over-allotment option described on the cover of
this Prospectus.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.

Neither ML & Co. nor the Underwriter of the STRYPES has made any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the STRYPES or the
Common Stock. In addition, neither ML & Co. nor the Underwriter of the

26
<PAGE>
STRYPES has made any representation that the Underwriter of the STRYPES will
engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.

LEGAL MATTERS

The validity of the Common Stock will be passed upon for the Company by
Davis, Graham & Stubbs LLP, Denver, Colorado.

EXPERTS

The consolidated financial statements of CIBER, Inc. and subsidiaries as of
June 30, 1997 and 1996 and for each of the years in the three-year period ended
June 30, 1997 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.

27
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING OF
COMMON STOCK DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITER OF THE STRYPES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE
SHARES OF COMMON STOCK SPECIFICALLY OFFERED HEREBY OR OF ANY OF SUCH SHARES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Information by Reference......................... 3
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 8
Stock Ownership by Mr. Stevenson.......................................... 14
Price Range of Common Stock............................................... 14
Dividend Policy........................................................... 14
Use of Proceeds........................................................... 14
Business.................................................................. 15
Management................................................................ 22
Principal and Selling Stockholders........................................ 24
Certain Relationships and Related Transactions............................ 25
Plan of Distribution...................................................... 26
Legal Matters............................................................. 27
Experts................................................................... 27
</TABLE>

1,842,050 SHARES

[LOGO]

COMMON STOCK

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PROSPECTUS
------------------------

JANUARY 26, 1998

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