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CIBER, Inc.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 4, 1998
TO THE SHAREHOLDERS OF CIBER, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting")
of CIBER, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, March 4, 1998 at 1:00 p.m. (local time) at the offices of CIBER,
Inc., 5251 DTC Parkway, Suite 1400, Englewood, Colorado for the following
purpose:
(1) To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Common Stock from
40,000,000 to 80,000,000.
The foregoing item of business is more fully described in the accompanying
Proxy Statement; however, the Company currently intends to split its Common
Stock if the vote for this amendment is approved. The Board of Directors of the
Company fixed the close of business on February 5, 1998 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting and at any adjournment or postponement thereof. Consequently, only
holders of the Company's common stock at the close of business on February 5,
1998 will be entitled to notice of and to vote at the Meeting. A complete list
of shareholders entitled to vote at the Meeting will be available for
examination during business hours by any shareholder, for purposes related to
the Meeting, for a period of ten days prior to the Meeting at the Company's
corporate offices at 5251 DTC Parkway, Suite 1400, Englewood, Colorado 80111.
Whether or not you plan to attend the Meeting in person, please complete,
date and sign the accompanying proxy card and return it promptly in the enclosed
envelope to ensure your representation at the Meeting. You are cordially
invited to attend the Meeting and, if you do so, you may personally vote,
regardless of whether you have signed a proxy.
By order of the Board of Directors
Bobby G. Stevenson
Chairman of the Board,
Chief Executive Officer and Secretary
Englewood, Colorado
February 9, 1998
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CIBER, INC.
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MARCH 4, 1998
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This Proxy Statement and the accompanying proxy card are being furnished
in connection with the solicitation of proxies by and on behalf of the Board
of Directors (the "Board") of CIBER, Inc., a Delaware corporation (the
"Company"), to be used at the Special Meeting of Shareholders of the Company
(the "Meeting") to be held on Wednesday, March 4, 1998 at 1:00 p.m. (local
time), at the offices of CIBER, Inc., 5251 DTC Parkway, Suite 1400,
Englewood, Colorado, and at any adjournment or postponement thereof. This
Proxy Statement and the accompanying proxy card are first being mailed to the
holders of record of the Company's common stock, $.01 par value per share
(the "Common Stock"), on or about February 9, 1998.
Shareholders of the Company represented at the Meeting will consider and
vote upon (i) an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 40,000,000 to
80,000,000, and (ii) such other business as may properly come before the Meeting
or any adjournment or adjournments thereof. The Company is not aware of any
other business to be presented for consideration at the Meeting.
VOTING AND SOLICITATION OF PROXIES
Only holders of record of the Common Stock at the close of business on
February 5, 1998 (the "Record Date") will be entitled to notice of and to
vote at the Meeting. As of the Record Date, 22,648,803 shares of Common
Stock were outstanding. Each shareholder is entitled to one vote for each
share of Common Stock held of record on the Record Date for the proposal
submitted for shareholder consideration at the Meeting. The presence, in
person or by proxy, of the holders of not less than one-third of the shares
of Common Stock entitled to vote at the Meeting is necessary to constitute a
quorum for the conduct of business at the Meeting. The affirmative vote of a
majority of the shares of Common Stock issued and outstanding is required to
approve the proposal to amend the Company's Certificate of Incorporation.
Abstentions and broker non-votes will have the same effect as a vote against
the proposal. "Broker non-votes" are proxies with respect to shares held in
record name by brokers or nominees, as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote and
(ii) the broker or nominee does not have discretionary voting power under
applicable national securities exchange rules or the instrument under which
it serves in such capacity.
All shares represented by properly executed proxies will, unless such
proxies have previously been revoked, be voted at the Meeting in accordance
with the directions on the proxies. A proxy may be revoked at any time prior
to final tabulation of the votes. Shareholders may revoke proxies by written
notice to the Secretary of the Company, by delivery of a proxy bearing a
later date, or by personally appearing at the Meeting and casting a contrary
vote. If no direction is indicated, the shares will be voted in favor of the
amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock, as listed in this
Proxy Statement. The persons named in the proxies will have discretionary
authority to vote all proxies with respect to additional matters that are
properly presented for action at the Meeting.
The executive officers and directors of the Company as a group own or may
be deemed to control approximately 29% of the outstanding shares of Common Stock
of the Company. Each of the executive officers and directors has indicated his
intent to vote all shares of Common Stock owned or controlled by him in favor of
each item set forth herein.
The proxy solicitation is made by and on behalf of the Board of Directors.
Solicitation of proxies for use at the Meeting may be made in person or by mail,
telephone or telegram, by directors, officers and regular employees of the
Company. Such persons will receive no additional compensation for any
solicitation activities. Copies of solicitation materials will be furnished to
banks, brokerage houses, fiduciaries and custodians holding in their names
shares of Common Stock beneficially owned by others to forward to such
beneficial owners. The Company may reimburse persons representing beneficial
owners of Common Stock for their costs of forwarding solicitation materials to
such beneficial owners. The Company will bear the entire cost of solicitation
of proxies, including the preparation, assembly, printing and mailing of this
Proxy Statement, the proxy and any additional information furnished to
shareholders.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Company's Common Stock at February 5, 1998, and stock options exercisable
for shares of Common Stock within sixty days of such date, held by (i) each
person or group of persons known by the Company to own beneficially more than
five percent (5%) of the outstanding Common Stock, (ii) each director and
nominee for director of the Company, (iii) each Named Executive Officer (as
defined below) and (iv) all executive officers and directors of the Company as a
group. Named Executive Officers are the chief executive officer and the
Company's four most highly compensated executive officers other than chief
executive officer. All information is taken from or based upon ownership
filings made by such persons with the Commission or upon information provided by
such persons to the Company. Unless otherwise indicated, the shareholders
listed below have sole voting and investment power with respect to the shares
reported as owned.
<TABLE>
<CAPTION>
Name of Amount and nature of Percent of
beneficial owner beneficial ownership class
---------------- -------------------- ----------
<S> <C> <C>
Bobby G. Stevenson(1) 6,114,544 27%
Mac J. Slingerlend(2) 430,332 2%
Richard A. Montoni(3) 9,950 *
William E. Storrison(4) 60,925 *
Lawrence D. Greenwood 100,967 *
James A. Rutherford(5) 28,426 *
James C. Spira(5) 14,346 *
Roy L. Burger(5) 12,426 *
Pilgrim Baxter & Associates, Ltd. 1,974,200 9%
All directors and executive
officers as a group (8 persons)(6) 6,769,916 29%
</TABLE>
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* 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 Bobby G. Stevenson
Revocable Trust (the "Trust"), of which Mr. Stevenson is the settlor,
trustee and beneficiary and options to purchase 80,000 shares of Common
Stock. Excludes 5,000 shares of Common Stock held in the Irrevocable First
Stevenson Charitable Remainder Unitrust, of which shares Mr. Stevenson
disclaims beneficial ownership. The Trust has entered into a forward
purchase contract pursuant to which it may deliver cash or shares of Common
Stock to a wholly owned subsidiary of Merrill Lynch & Co., Inc. to pay and
discharge Structured Yield Products Exchangeable for Stock ("STRYPES") due
in 2001. Assuming delivery of the maximum number of shares of Common Stock
required to pay and discharge all of the STRYPES (including STRYPES subject
to the over allotment option granted to the underwriter of the STRYPES),
Mr. Stevenson will beneficially own 3,996,186 shares of Common Stock, which
will represent approximately 18% of the Company's outstanding Common Stock.
(2) Includes options to purchase 403,334 shares of Common Stock.
(3) Includes options to purchase 9,805 shares of Common Stock.
(4) Includes options to purchase 28,125 shares of Common Stock.
(5) Includes options to purchase 18,000, 14,000 and 12,000 shares of Common
Stock for Messrs. Rutherford, Spira and Burger, respectively.
(6) Includes options to purchase 563,264 shares of Common Stock.
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PROPOSAL - AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
As of February 5, 1998, the Board of Directors adopted a resolution
proposing that the Company's Certificate of Incorporation be amended to increase
the total number of shares of Common Stock that the Company is authorized to
issue from 40,000,000 to 80,000,000 shares.
PURPOSES
The Board of Directors has approved a two for one stock split subject to
shareholder approval of the amendment to authorize additional shares and subject
to market conditions being substantially the same at the time the amendment is
approved as they are today. Pursuant to the split, each shareholder would
receive one share of Common Stock as a dividend for each share of Common Stock
currently owned. The Company currently has approximately 14,800,000 shares
available for issuance. Other than as required for the stock split, the Company
has no anticipated need for the additional authorized shares. If the additional
shares are authorized and the stock split is completed, the Company will have
approximately 29,600,000 shares available for issuance. The additional
authorized shares will benefit the Company by providing flexibility to the Board
of Directors without further action or authorization by shareholders (except as
required by law), in responding to business needs and opportunities as they
arise, and for other corporate purposes. Corporate purposes might include the
obtaining of capital funds through public and private offerings of shares of
Common Stock or of securities convertible into shares of Common stock or the
acquisition of businesses, technologies or other assets. If such additional
authorized shares of Common Stock are subsequently issued to other than existing
shareholders, the percentage interest of existing shareholders in the Company
will be reduced. The issuance of any additional shares will be on terms deemed
by the Board of Directors to be in the best interests of the Company and its
shareholders. The Company may also seek to raise additional capital from time
to time and the Board of Directors believes that it is prudent to have
additional shares of Common Stock available for such purpose and for general
corporate purposes, including acquisitions, grants of stock options and
recapitalizations, which transactions can be consummated expediently only if the
proposal to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock of the Company is approved by
holders of a majority of the issued and outstanding shares of Common Stock. The
Board of Directors will determine whether, when and on what terms the issuance
of shares of Common Stock may be warranted in connection with any of the
foregoing purposes.
The Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock will allow the Company to complete a stock
split in the nature of a dividend and give the Company greater flexibility by
allowing shares of Common Stock to be issued by the Board of Directors without
the delay and expense of a special meeting of shareholders.
IMPLEMENTATION
If the proposed Amendment is adopted by the shareholders, it will become
effective upon the filing and recording of a Certificate of Amendment as
required by the General Corporation Law of the State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for shareholder
action at the Company's annual shareholder meetings. Such proposals must be
received the Company not later than June 30, 1998 to be considered for inclusion
in the proxy statement and proxy relating to the 1998 Annual Meeting of
Shareholders. Any such proposals should be addressed to: Corporation
Secretary, CIBER, Inc., 5251 DTC Parkway, Suite 1400, Englewood, CO 80111.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at the
Meeting except the matters set forth in the Notice and described in this Proxy
Statement. If any other matters properly come before the Meeting, the persons
designated as agents in the enclosed proxy will vote on such matters in
accordance with their best judgment.
By order of the Board of Directors
Bobby G. Stevenson
Chairman of the Board,
Chief Executive Officer and Secretary
Englewood, Colorado
February 9, 1998
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CIBER, INC.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
The undersigned hereby appoints Bobby G. Stevenson and Mac J. Slingerlend, or
either of them, with full power of substitution, as attorneys-in-fact, agents
and proxies (the "Proxies") to vote on behalf of the undersigned all shares
of common stock, $.01 par value, of CIBER, Inc. (the "Company"), that the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Meeting"), to be held at 5251 DTC Parkway, Suite 1400, Englewood, Colorado
on Wednesday, March 4, 1998 at 1:00 p.m., and at any and all adjournments
thereof, as follows:
1. The amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 40,000,000
to 80,000,000.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, such Proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSAL NO. 1. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
(Continued and to be signed on reverse side.)
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Meeting, or at any
adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the shareholder's decision to terminate this proxy, the
power of the Proxies shall be deemed terminated and of no further force and
effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her
decision to terminate this proxy prior to the final tabulation of the votes.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of the Notice of the Meeting and a Proxy Statement dated
February 9, 1998.
Dated: , 1998
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Please sign exactly as your name
appears on this Proxy card. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If
shares are held jointly, each holder
should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE PREPARED ENVELOPE.
/ / Please check here if you plan to attend the Meeting.
