SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CIBER, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-2046833
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5251 DTC Parkway, Suite 1400, Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Stock $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
COMMON STOCK $.01 PAR VALUE
The capital stock of CIBER, Inc. (the "Company" or "Registrant") to
be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Common Stock with a par value of $.01 per share. Holders of
Common Stock are entitled to one vote per share at all meetings of
shareholders. Dividends that may be declared on the Common Stock will be paid
in an equal amount to the holder of each share. No pre-emptive rights are
conferred upon the holders of such stock and there are no liquidation or
conversion rights. Nor are there any redemption or sinking fund provisions
and there is no liability to further calls or to assessments by the
Registrant.
Certain provisions of the Company's Certificate of Incorporation
were designed to make the Company a less attractive target for acquisition by
an outsider who does not have the support of the Company's directors. These
provisions: (1) provide that only the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Executive Vice President or the
Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors have the power to call a Special Meeting of
shareholders; (2) include the availability of 5,000,000 shares of "blank
check" preferred stock to be issued (from time to time) by the Board of
Directors; (3) provide for a classified Board; (4) provide that all
shareholder proposals (including nominations) must be made by written
notice and on a timely basis; and (5) provide that action by written consent
may be taken by shareholders holding not less than two-thirds of the outstanding
shares of Common Stock. While the foregoing provisions will not necessarily
prevent take-over attempts, they should discourage an attempt to obtain
control of the Company in a transaction not approved by the Company's Board
of Directors by making it more difficult for a third party to obtain control
in a short time and impose its will on the remaining shareholders of the
Company.
ITEM 2. EXHIBITS.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
CIBER, INC.
Date: June 17, 1997 By: /s/ MAC J. SLINGERLEND
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Mac J. Slingerlend
President and Chief
Operating Officer