As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CIBER, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 38-2046833
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5251 DTC PARKWAY
SUITE 1400
ENGLEWOOD, COLORADO 80111
(303) 220-0100
(Address of principal executive offices)
CIBER, INC. SAVINGS 401(K) PLAN
(Full title of plan)
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With copies to:
MAC J. SLINGERLEND WANDA J. ABEL, ESQ.
CHIEF EXECUTIVE OFFICER DAVIS, GRAHAM & STUBBS LLP
5251 DTC PARKWAY, SUITE 1400 370 17TH STREET, SUITE 4700
ENGLEWOOD, COLORADO 80111 DENVER, COLORADO 80202
(303) 220-0100 (303) 892-9400
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed
Amount to be offering price maximum aggregate Amount of
Title of securities to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 2,000,000 shares(2) $32.2187 $64,437,400 $19,009.04
per share ("Common Stock")
Interests in The Ciber, Inc.
Savings 401(k) Plan (3) (4) (4) (4)
</TABLE>
(1)Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h), based upon the average of the high
and low sales prices of the Company's Common Stock on August 11, 1998 as
quoted on The New York Stock Exchange.
(2)Does not include 400,000 shares of Common Stock (as adjusted to reflect the 2
for 1 stock split that occurred in June 1996 and the 2 for 1 stock split that
occurred in March 1998) that were registered under a Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on July 7,
1994, for a registration fee of $293.10.
(3)Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of plan interests to be offered
or sold pursuant to the CIBER, Inc. Savings 401(k) Plan.
(4)Pursuant to Rule 457(h)(2) under the Securities Act of 1933 no separate fee
is required to register plan interests.
As permitted by Rule 429, the Prospectus that contains the information required
pursuant to Section 10(a) of the Securities Act, as amended (the "Securities
Act"), and that relates to this Registration Statement is a combined Prospectus
that also relates to a Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on July 7, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CIBER, Inc., a Delaware corporation (the "Company") and the CIBER, Inc.
Savings 401(k) Plan (the "Plan") hereby state that the following documents filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated or deemed to be incorporated in this Registration Statement by
reference as of their date of filing with the Commission:
(a) The Company's Annual Report on Form 10-K for the year ended June 30,
1997 filed with the Commission on September 19, 1997 pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Current Report on Form 8-K filed with the Commission on
October 15, 1997 pursuant to the Exchange Act.
(c) The Company's Current Report on Form 8-K filed with the Commission on
November 4, 1997 pursuant to the Exchange Act.
(d) The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997, filed with the Commission on November 12, 1997.
(e) The Company's Current Report on Form 8-K filed with the Commission on
December 5, 1997 pursuant to the Exchange Act.
(f) The Company's Current Report on Form 8-K filed with the Commission on
January 14, 1998 pursuant to the Exchange Act.
(g) The Company's Preliminary Proxy Statement for its Annual Meeting of
Stockholders filed with the Commission on January 28, 1998 pursuant to the
Exchange Act.
(h) The Company's Preliminary Proxy Statement for its Annual Meeting of
Stockholders filed with the Commission on January 30, 1998 pursuant to the
Exchange Act.
(i) The Company's Definitive Proxy Statement for its Annual Meeting of
Stockholders filed with the Commission on February 6, 1998 pursuant to the
Exchange Act.
(j) The Company's Quarterly Report on Form 10-Q for the period ended
December 31, 1998 filed with the Commission on February 11, 1998 pursuant to the
Exchange Act.
(k) The Company's Current Report on Form 8-K filed with the Commission on
March 5, 1998 pursuant to the Exchange Act.
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<PAGE>
(l) The Company's Current Report on Form 8-K filed with the Commission on
March 12, 1998 pursuant to the Exchange Act.
(m) The Company's Current Report on Form 8-K filed with the Commission on
March 30, 1998 pursuant to the Exchange Act.
(n) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1998 filed with the Commission on May 8, 1998 pursuant to the Exchange Act.
(o) The Plan's Annual Report on Form 11-K filed with the Commission on
June 24, 1998 pursuant to the Exchange Act.
(p) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (No. 33-74774), filed with the
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on February 2, 1994 (as amended).
(q) All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities then
remaining unsold.
Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide that the Company will indemnify, to the fullest extent permitted by
applicable law as from time to time may be in effect, any person against all
liability and expense (including attorneys' fees and settlement costs) incurred
by reason of the fact that he is or was a director or officer of the Company, or
while serving as a director or officer of the Company, he is or was serving at
the request of the
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<PAGE>
Company as a director, officer, partner or trustee of, or in any similar
managerial or fiduciary position of, or as an employee or agent of, another
corporation, partnership, joint venture, trust, association, or other entity, or
by reason of any action alleged to have been taken or omitted in such capacity.
Expenses (including attorneys' fees) incurred in defending an action, suit or
proceeding will be paid by the Company in advance of the final disposition of
such action, suit, or proceeding to the full extent and under the circumstances
permitted by the laws of the State of Delaware. The Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the Company against any liability asserted
against and incurred by such person in any such capacity or arising out of such
person's position, whether or not the Company would have the power to indemnify
against such liability under the provisions of the Certificate of Incorporation.
With respect to a determination of entitlement to indemnification, the
indemnitee is presumed to be entitled to indemnification and the Company has the
burden of proof to overcome that presumption.
The indemnification provided by the Amended and Restated Certificate of
Incorporation is not deemed to be exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, statute, or otherwise, and inures to the benefit of
their heirs, executors, and administrators. The provisions of the Amended and
Restated Certificate of Incorporation do not preclude the Company from
indemnifying other persons from similar or other expenses and liabilities as the
Board of Directors or the stockholders may determine in a specific instance or
by resolution of general application. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
The foregoing description of certain provisions of the Company's Amended
and Restated Certificate of Incorporation and Bylaws is qualified in its
entirety by the actual Amended and Restated Certificate of Incorporation and
Bylaws of the Company filed as exhibits to the Registration Statement on Form
S-1 (No. 33-74774).
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
(a) Exhibits
4.1 Amended and Restated Certificate of Incorporation of the Company(1)
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(1) Incorporated by reference from the Company's Registration Statement on
Form S-1, as amended, filed with the Commission on February 2, 1994.
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<PAGE>
4.2 Bylaws of the Company(1)
4.3 Form of Common Stock Certificate(1)
23 Consent of KPMG Peat Marwick LLP.
(b) Plan Qualification
The Company has submitted and will submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.
9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report and the Plan's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on August 11, 1998.
CIBER, INC.
By: /S/ MAC J. SLINGERLEND
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Mac J. Slingerlend
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/BOBBY G. STEVENSON Chairman and Director
- ------------------------------
Bobby G. Stevenson August 11, 1998
/S/MAC J. SLINGERLEND President/Chief Executive Officer,
- ------------------------------ Secretary, Treasurer and August 11, 1998
Mac J. Slingerlend Director (Principal
Executive Officer)
/S/RICHARD A. MONTONI Executive Vice President/
- ------------------------------ Chief Financial Officer August 11, 1998
Richard A. Montoni and Director (Principal
Financial Officer)
/S/CHRISTOPHER L. LOFFREDO Vice President/Chief
- ------------------------------ Accounting Officer August 11, 1998
Christopher L. Loffredo (Principal Accounting
Officer)
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<PAGE>
/S/JAMES A. RUTHERFORD Director August 11, 1998
- ------------------------------
James A. Rutherford
/S/JAMES C. SPIRA Director August 11, 1998
- ------------------------------
James C. Spira
/S/ROY L. BURGER Director August 11, 1998
- ------------------------------
Roy L. Burger
Director August 11, 1998
- ------------------------------
James G. Brocksmith, Jr.
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<PAGE>
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the CIBER,
Inc. Savings 401(k) Plan trustee or other persons who administer the Plan have
duly caused this Registration Statement to be signed on behalf of the Plan by
the undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 11th day of August, 1998.
CIBER, INC. SAVINGS 401(K) PLAN
By: /s/ Mac J. Slingerlend
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Name: Mac J. Slingerlend
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Title: President
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<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
THE BOARD OF DIRECTORS
OF CIBER, INC:
We consent to the incorporation by reference herein of our report dated June 5,
1998, relating to the statements of net assets available for benefits of the
CIBER, Inc. Savings 401(k) Plan (the "Plan") as of December 31, 1997 and 1996
and the related statements of changes in net assets available for benefits for
the years then ended and the related schedules, which report appears in the
December 31, 1997 annual report on Form 11-K of the Plan filed on June 24, 1998.
We also consent to the incorporation by reference herein of our report dated
August 1, 1997, except as to Note 13(b), which is as of August 21, 1997,
relating to the consolidated balance sheets of CIBER, Inc. and subsidiaries as
of June 30, 1997 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended June 30, 1997, which report appears in the June 30, 1997
annual report on Form 10-K of CIBER, Inc. and which report is no longer
appropriate since supplemental consolidated financial statements giving effect
to business combinations accounted for as poolings of interests have been
included in the Form 8-K of CIBER, Inc. filed on March 30, 1998. We also consent
to the incorporation by reference herein of our report dated March 27, 1998,
with respect to the supplemental consolidated balance sheets of CIBER, Inc. and
subsidiaries as of June 30, 1997 and 1996, and the related supplemental
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended June 30, 1997, which report
appears in the Form 8-K of CIBER, Inc. filed on March 30, 1998.
/s/ KPMG PEAT MARWICK LLP
Denver, Colorado
August 10, 1998
