As filed with the Securities and Exchange Commission on May 22, 2001
Registration No. 333-______
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
GREENWOOD VILLAGE, COLORADO 80111
(303) 220-0100
(Address of principal executive offices)
CIBER, INC. EMPLOYEE STOCK PURCHASE 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 1550 17TH STREET, SUITE 500
GREENWOOD VILLAGE, 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
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
Common Stock, par value $0.01 2,750,000 shares(2) $6.9800 $19,195,000 $4,798.75
per share ("Common Stock")
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h)(1), based upon the closing price
of the Company's Common Stock on May 18, 2001 as quoted on The New York
Stock Exchange.
(2) Does not include 1,000,000 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 $765.00, and
1,000,000 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 $4,185.61. 329,437
of the shares registered in December 1994 were carried forward into the
Registration Statement filed April 21, 1997. None of those previously
registered shares are carried forward into this Registration Statement.
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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,
(No. 33-87978) and a Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on April 21, 1997 (No. 333-25543).
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,
No. 33-87978, filed on December 29, 1994;
(b) The contents of the Company's Form S-8 Registration Statement,
No. 333-25543, filed on April 21, 1997;
(c) The Company's Annual Report on Form 10-K filed with the Commission on
March 23, 2001, pursuant to the Exchange Act;
(d) The Company's Quarterly Report on Form 10-Q filed with the Commission
on May 7, 2001 pursuant to the Exchange Act;
(e) All other documents subsequently filed by the company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be
part thereof from the date of filing of such documents.
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 purpose 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.
ITEM 8. EXHIBITS.
Item 8(a) Exhibits
5.1 Opinion of Davis Graham & Stubbs LLP
21.1 Consent of Davis Graham & Stubbs LLP. See Exhibit 5.1
23.2 Consent of KPMG LLP
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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 Greenwood Village, State of Colorado, on May 22,
2001.
CIBER, INC.
By: /s/ Mac J. Slingerlend
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Mac J. Slingerlend
President and 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 May 22, 2001
- ----------------------------
Bobby G. Stevenson
/s/ Mac J. Slingerlend President/Chief Executive May 22, 2001
- ---------------------------- Officer/Secretary and
Mac J. Slingerlend Director (Principal
Executive Officer)
/s/ David G. Durham Senior Vice President/ May 22, 2001
- ---------------------------- Chief Financial Officer
David G. Durham and Treasurer (Principal
Financial Officer)
/s/ Christopher L. Loffredo Vice President/Chief May 22, 2001
- ---------------------------- Accounting Officer
Christopher L. Loffredo (Principal Accounting
Officer)
-3-
Signature Title Date
--------- ----- ----
/s/ James A. Rutherford Director May 22, 2001
- ----------------------------
James A. Rutherford
/s/ James G. Brocksmith, Jr. Director May 22, 2001
- ----------------------------
James G. Brocksmith, Jr.
/s/ Archibald J. McGill Director May 22, 2001
- ----------------------------
Archibald J. McGill
/s/ Richard A. Montoni Director May 22, 2001
- ----------------------------
Richard A. Montoni
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- ----------
5.1 Opinion of Davis Graham & Stubbs LLP...................... 6
21.1 Consent of Davis Graham & Stubbs LLP...................... 6
23.2 Consent of KPMG LLP....................................... 7