<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-______
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________
CIBER, INC.
(Exact name of registrant as specified in its charter)
______________________________
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. EQUITY INCENTIVE PLAN
(Full title of plan)
______________________________
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)
_______________________________
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 4,000,000 shares(2) $39.1875 $156,750,000 $46,315
per share ("Common Stock")
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h), based upon the closing price of
the Company's Common Stock on July 9, 1998 as quoted on The New York Stock
Exchange.
(2) Does not include 2,000,000 shares of Common Stock (as adjusted to reflect
the 2 for 1 stock split that occurred in June 1996 and a 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 December 29, 1994, for a registration fee of $1,530.00, and
2,000,000 shares of Common Stock (as adjusted to reflect 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 Exchange
Commission on April 21, 1997, for a registration fee of $8,371.21. 742,730
of the shares registered in December 1994 were carried forward into the
Registration Statement filed April 1997, and 2,802,867 of the previously
registered shares are carried forward into this Registration Statement.
------------------------
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 December 29, 1994, and a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on
April 21, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
CIBER, Inc., a Delaware corporation (the "Company"), hereby states that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated into this
Registration Statement by reference as of their date of filing with the
Commission.
(a) The contents of the Company's Form S-8 Registration Statement, filed
on December 29, 1994;
(b) The contents of the Company's Form S-8 Registration Statement, filed
on April 21, 1997;
(c) 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");
(d) The Company's Current Report on Form 8-K, filed with the Commission
pursuant to the Exchange Act on March 30, 1998.
(e) The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1997, December 31, 1997 and March 31, 1998 filed with the
Commission pursuant to the Exchange Act.
(f) All other reports filed by the Company pursuant to Sections 13 or
15(d) of the Exchange Act since June 30, 1997.
8. EXHIBITS.
5 Opinion and Consent of Davis, Graham & Stubbs LLP
23 Consent of KPMG Peat Marwick LLP
-2-
<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 July 14, 1998.
CIBER, INC.
By: /s/ Mac J. Slingerlend
---------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Bobby G. Stevenson Chairman, Secretary
- -------------------------- and Director July 14, 1998
Bobby G. Stevenson
/s/Mac J. Slingerlend President/Chief Executive
- -------------------------- Officer, Treasurer and July 14, 1998
Mac J. Slingerlend Director (Principal
Executive Officer)
/s/Richard A. Montoni Executive Vice President/
- -------------------------- Chief Financial Officer July 14, 1998
Richard A. Montoni and Director (Principal
Financial Officer)
/s/Christopher L. Loffredo Vice President/Chief
- -------------------------- Accounting Officer July 14, 1998
Christopher L. Loffredo (Principal Accounting
Officer)
-3-
<PAGE>
/s/James A. Rutherford Director July 14, 1998
- --------------------------
James A. Rutherford
/s/James C. Spira Director July 14, 1998
- --------------------------
James C. Spira
/s/Roy L. Burger Director July 14, 1998
- --------------------------
Roy L. Burger
</TABLE>
-4-
<PAGE>
EXHIBIT 5
<PAGE>
[DAVIS, GRAHAM & STUBBS LLP Letterhead]
July 14, 1998
CIBER, Inc.
5251 DTC Parkway, Suite 1400
Denver, CO 80111
RE: REGISTRATION ON FORM S-8 OF 4,000,000 SHARES OF COMMON STOCK TO BE
ISSUED PURSUANT TO THE CIBER, INC. EQUITY INCENTIVE PLAN
Ladies & Gentlemen:
We have acted as counsel to CIBER, Inc. (the "Company") in connection with
the registration by the Company of 4,000,000 shares of Common Stock, $.01 par
value (the "Shares"), described in the Registration Statement on Form S-8 of the
Company being filed with the Securities and Exchange Commission concurrently
herewith. The Shares will be issued pursuant to the Company's Equity Incentive
Plan (the "Plan").
In such connection, we have examined certain corporate records and
proceedings of the Company, including actions taken by the Company relating to
the authorization and issuance of the Shares, and such other matters as we
deemed appropriate.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when sold as contemplated in the Plan and the Registration
Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the reference to this firm in the Registration
Statement as the counsel who will pass on the validity of the Shares. In giving
this consent we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Sincerely,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
<PAGE>
EXHIBIT 23
<PAGE>
INDEPENDENT AUDITORS' CONSENT
THE BOARD OF DIRECTORS
OF CIBER, INC:
We 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
KPMG PEAT MARWICK LLP
Denver, Colorado
July 13, 1998
