<PAGE>
As filed with the Securities and Exchange Commission on December 2, 1999
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 2,500,000 shares(2) $22.1875 $55,468,750 $14,643.75
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 November 29, 1999 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,
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, and
4,000,000 shares of Common Stock that were registered under a Registration
Statement on Form S-8 filed with the Securities Exchange Commission on July
14, 1998 for a registration fee of $46,315. 742,730 of the shares
registered in December 1994 and April 21, 1997 were carried forward into a
Registration Statement filed July 14, 1998, and 5,930,217 of those
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, and a Registration Statement on Form
S-8, filed with the Securities and Exchange Commission on July 14, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
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,
#33-88050, filed on December 29, 1994;
(b) The contents of the Company's Form S-8 Registration Statement,
#333-25543, filed on April 21, 1997;
(c) The contents of the Company's Form S-8 Registration Statement,
#333-59015, filed on July 14, 1998.
(d) The Company's Annual Report on Form 10-K for the year ended
June 30, 1999 filed with the Commission on September 24, 1999
pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act");
(e) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 filed with the Commission on November
12, 1999 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, 1999.
ITEM 8. EXHIBITS.
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1
23.2 Consent of KPMG 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
November 30, 1999.
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 November 30, 1999
Bobby G. Stevenson
/S/ MAC J. SLINGERLEND President/Chief Executive
- ------------------------------- Officer, Treasurer and November 30, 1999
Mac J. Slingerlend Director (Principal
Executive Officer)
/S/ RICHARD A. MONTONI Executive Vice President/
- ------------------------------- Chief Financial Officer November 30, 1999
Richard A. Montoni and Director (Principal
Financial Officer)
/S/ PAUL E. RUDOLPH Chief Operating Officer
- ------------------------------- and Director November 30, 1999
Paul E. Rudolph
/S/ CHRISTOPHER L. LOFFREDO Vice President/Chief
- ------------------------------- Accounting Officer November 30, 1999
Christopher L. Loffredo (Principal Accounting
Officer)
-3-
<PAGE>
/S/ JAMES A. RUTHERFORD Director November 30, 1999
- -------------------------------
James A. Rutherford
/S/ ROY L. BURGER Director November 30, 1999
- -------------------------------
Roy L. Burger
/S/ JAMES G. BROCKSMITH, JR. Director November 30, 1999
- -------------------------------
James G. Brocksmith, Jr.
/S/ ARCHIBALD J. MCGILL Director November 30, 1999
- -------------------------------
Archibald J. McGill
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NO.
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
5.1 Opinion of Davis, Graham & Stubbs LLP................................................6
23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1..............................6
23.2 Consent of KPMG LLP..................................................................7
</TABLE>
-5-
<PAGE>
[DAVIS, GRAHAM & STUBBS LLP LETTERHEAD]
EXHIBIT 5.1
November 30, 1999
Board of Directors
CIBER, Inc.
5251 DTC Parkway, Suite 1400
Denver, CO 80111
RE: REGISTRATION ON FORM S-8 OF 2,500,000 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 2,500,000 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 assume no obligation to supplement this letter if any applicable
laws change after the date hereof, or if we become aware of any facts that
may change the opinion expressed herein after the date hereof.
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>
INDEPENDENT AUDITORS' CONSENT
EXHIBIT 23.2
THE BOARD OF DIRECTORS
CIBER, INC:
We consent to the incorporation by reference herein of our report dated
August 12, 1999, relating to the consolidated balance sheets of CIBER, Inc.
and subsidiaries as of June 30, 1998 and 1999, 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, 1999, and the related
schedule, which report appears in the June 30, 1999, annual report on Form
10-K of CIBER, Inc.
KPMG LLP
Denver, Colorado
November 29, 1999
