<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2000
CIBER, INC.
-----------
(Exact name of registrant as specified in its charter)
DELAWARE 0-23488 38-2046833
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5251 DTC Parkway, Suite 1400, Englewood, Colorado 80111
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 220-0100
<PAGE>
CIBER, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On March 1, 2000, CIBER Inc. issued a News Release announcing plans to carve
out its package software-enabled e-business solutions business.
ITEM 7 (c). EXHIBITS.
99.1. News Release dated March 1, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CIBER, INC.
Date: March 1, 2000 By: /s/ Christopher L. Loffredo
-----------------------------
Christopher L. Loffredo
V.P./Chief Accounting Officer
<PAGE>
Exhibit 99.1
-- CIBER, INC. NEWS RELEASE --
For Immediate Release Contact:
Sara Hansen
Shareholder Relations
303/220-0100
CIBER TO CARVE OUT HIGH-GROWTH PACKAGE-ENABLED E-BUSINESS SOLUTIONS
MANAGEMENT AIMS TO ENHANCE VALUE THROUGH DYNAMIC NEW BUSINESS MODELS
ENGLEWOOD, Colo. -- March 1, 2000 -- CIBER, Inc. (NYSE: CBR) plans to
carve out its fast-growing, enterprise package software-enabled e-business
solutions from its custom Internet and networked offerings. This action,
approved Tuesday by the company's Board of Directors, aims to increase
shareholder value through two more nimble, pure-play companies. CIBER
targets higher growth and margins for both the carved out, to-be-named
enterprise e-business company and the "new" CIBER. Both companies, which will
be headquartered in Englewood, will have added flexibility to raise capital
and pursue their respective growth strategies.
"CIBER's bold restructuring will create two more-entrepreneurial
companies positioned to create shareholder value more quickly by utilizing
strategic competitive advantages in this new Internet-driven economy,"
CIBER's Chief Executive Officer Mac Slingerlend said.
"We see two opportunities -- first, to merge evolving package software
solutions with the e-business marketplace and, second, to provide custom
Internet-enabled solutions to help traditional companies transform and to
help emerging next-generation companies scale in size," Slingerlend said.
"The Internet economy is fueling rapid, fundamental IT industry change,
making our speed all the more critical. CIBER's proactive business model
expansion during the last five years provides us with market leadership and
opportunities that other long-established IT companies simply don't have."
NEW ENTERPRISE E-BUSINESS COMPANY
An initial public offering for approximately 20 percent of the new
enterprise e-business company will be scheduled, pending appropriate filings
and approvals, which are expected to be completed in the second quarter of
2000. After this offering, CIBER will own approximately 80 percent of the
new company. Subsequent to a favorable tax ruling from the Internal Revenue
Service that would clear spinning off the balance to CIBER shareholders,
perhaps by fall, CIBER will consider a full spin-off of the remaining 80
percent to its shareholders if market conditions are favorable.
The new enterprise e-business company will build its extensive package
software implementation / integration expertise and aggressively expand into
the business-to-business e-commerce implementation services market, customer
relationship management and supply chain services. Its newer alliances
include Commerce One
(more)
<PAGE>
CIBER TO CARVE OUT PACKAGE-ENABLED E-BUSINESS SOLUTIONS PAGE 2
and Siebel Systems. New e-business modules of the traditional package
software companies, such as PeopleSoft, Lawson, J.D. Edwards, SAP and
LogisticsPro, also are anticipated. These comprehensive enterprise
e-business solutions will focus on the middle market, Fortune 1000 companies
and targeted vertical markets. The new company represented about $200
million in revenues in 1999.
"This newly established enterprise e-business company has consistently
outperformed other packaged implementors, achieving 30 percent to 50 percent
annual growth for 1995 through 1999," said Claude Watson, Chief Executive
Officer and President of the new enterprise e-business company. "Package
software is critical to standardization, speed and the future of electronic
commerce. Integrating the Internet with package software systems, both in
the customer relationship management and supply chain space, is paramount.
Our continuous history of being at the forefront of industry, having the
right packages, partnerships and timing as industry evolves, illustrates our
value proposition."
CIBER'S CONTINUING OPERATIONS - THE "NEW" CIBER
CIBER's continuing operations will expand the company's end-to-end
Internet solutions through its proprietary e.Business Pyramid of practices,
particularly in e-strategy and custom e-commerce / systems integration, as
well as business intelligence / data warehousing, middleware, networks and
outsourcing. CIBER will provide Internet solutions to vertical markets for
the Global 2000, middle-market companies and "dot.coms" alike. Building on
its 90 percent client renewal rate, it will help large, long-term customers
move from "bricks to clicks." Back-end integration of business-to-business
solutions will be a key strategy, for which CIBER will engage in new
alliances. A portion of CIBER's clients continues to rely on CIBER for
traditional information technology services; however, with the Internet
revolution, CIBER is providing a growing number of updated Internet-related
solutions. Strategic new hires are also being considered. This new CIBER
represented about $500 million in revenues in 1999.
CIBER'S JOINT VENTURE ASP, AGILERA.COM
Agilera.com, CIBER's joint venture application service provider (ASP), is
making several announcements today, including the addition of Paul Rudolph,
who will move from his post as CIBER's Chief Operating Officer to become
Agilera.com's Chairman and Chief Executive Officer. Also, Eric Murphy,
CIBER's Senior Vice President of Business Development, is joining the ASP to
help lead business development. Rob Unger remains President and Chief
Operating Officer of Agilera.com.
Agilera.com today unveiled its new name and the signing of the definitive
agreements with CIBER, Verio Inc. (Nasdaq: VRIO), the world's largest
Web-hosting company, and Centennial Ventures, Colorado's largest venture
capital firm; the joint venture will close when Hart-Scott-Rodino approvals
are received.
"We believe our ASP joint venture, which already has a strong client base
and market position, can become the leading ASP," Slingerlend said. "Putting
two of our top players in the ASP signals the markets that this joint venture
can become a billion-dollar or multi-billion-dollar opportunity.
"Agilera.com will quickly show itself to the market as one of the most
credible, experienced ASPs, via the partnering of CIBER's market-leading
package integration experience and the industry's leading web-hosting
(more)
<PAGE>
CIBER TO CARVE OUT PACKAGE-ENABLED E-BUSINESS SOLUTIONS PAGE 3
Internet Service Provider, Verio, with additional strategic partners
possible. Because of Agilera.com's strong potential in this rapidly emerging
market, we asked Paul Rudolph to take charge at this critical time. Paul's
e-business expertise and vision, as well as outsourcing experience, are
perfect fits for the ASP world. We expect additional alliances and capital
creation at Agilera.com. CIBER's interest in the joint venture, after
closing, will be 42 percent, which is expected to be split between the new
enterprise e-business company and CIBER."
ADDITIONAL MOVES
CIBER's recent e-business strategy-level acquisition, Waterstone
Consulting, Inc., will merge with Interactive Papyrus Company, already 78
percent owned by CIBER. CIBER's ownership of Interactive Papyrus will grow
to about 90 percent.
"Waterstone's work is in Internet strategic consulting, while Interactive
Papyrus specializes in creative work in the Internet architect/agency space,"
Slingerlend said. "Combined, we've created an exciting Internet consulting
group capable of leading-edge, end-to-end solutions, equal to or greater than
several of the public players in this space. This new company is more than a
"me-too" Internet agency. With clients from Hewlett-Packard Company and
Agilent Technologies, Inc. to drinks.com, we are capable of scaling our
repeatable templates to deliver digital living experiences and real
e-commerce. We are conducting a search to add experienced executive talent
to this venture. The potential of Interactive Papyrus cannot be
under-estimated. Today's revenue run rate of more than $20 million makes this
a potentially separable business venture."
IN SUMMARY
"This action is exciting for both shareholders and employees,"
Slingerlend said. "The new companies will be even more entrepreneurial and
aggressive, with very high-caliber, experienced management groups that are
newly charged for this opportunity. New alliances with faster-growing
e-business software companies can expedite long-term superior results."
CIBER will continue to be led by Slingerlend, Chief Financial Officer
Rich Montoni and Chief Operating Officer Joe Mancuso, former president of
CIBER's custom solutions group. In addition to Watson, former president of
CIBER's enterprise applications solutions group, the enterprise e-business
company will be led by Chief Financial Officer Jon Gochenaur and Chief
Operating Officer Russ Wheeler, both officers of CIBER's enterprise
applications solutions group.
CIBER, Inc. is a leading orchestrator of e.Business acceleration for the
Internet-based economy. CIBER's proven business and technology practices
combine the experience, flexibility and innovation to help enterprise and
"dot.com" clients gain a competitive advantage in today's fast-moving
marketplace. Headquartered in Englewood, Colo., CIBER's team of professionals
serves client businesses from 45 offices in the U.S., Canada and Europe.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Forward-looking statements involve risks and uncertainties that
could cause actual results to vary materially from such statements. Please
refer to discussions of certain of these risks and uncertainties in CIBER's
Annual Reports, 10-Ks, 10-Qs and other Securities and Exchange Commission
filings.
# # #
CIBER, INC., 5251 DTC PARKWAY, SUITE 1400, ENGLEWOOD, CO 80111
www.ciber.com
