Ciber, Inc. (NYSE:CBR), a leading global information technology
consulting, services and outsourcing company, today announced that
its Board of Directors has adopted a plan to enhance the overall
composition of the Board by seeking to add three new independent
directors. The Board is actively recruiting new candidates and has
engaged a leading executive search firm to help identify strong
nominees.
As part of its ongoing self-assessment program, in 2014 the
Board began a refresh process to ensure that the Company directors
have the appropriate mix of skills and experience necessary to
support Ciber's management team in devising and implementing the
optimal strategy to create shareholder value. Following Lone
Star Value Investors, LP's public letter on February 27, 2015,
Ciber created a Special Committee of the Board composed entirely of
independent directors to formalize the program.
"Given our ever-evolving industry, the Board believes it is
essential to regularly add new directors and to broaden the
expertise, experience, diversity and perspectives of the Board,"
said Stephen S. Kurtz, Chairman of the Special Committee. "We
look forward to working collaboratively with the new directors to
continue advancing Ciber's position as a leading global IT
consulting company and to enhancing value for all Ciber
shareholders."
As part of the plan, Paul A. Jacobs, non-executive chairman, has
agreed not to seek re-election this year. Professor Dr. Kurt J.
Lauk and James C. Spira have voluntarily agreed to leave the Board
on the date of the Company's 2015 Annual Meeting. Following
the 2015 Annual Meeting, Bobby G. Stevenson, Ciber co-founder and a
member of the Board, will serve as acting chairman until a new
chairman has been identified.
Mr. Kurtz added, "On behalf of the entire Board, I would like to
thank Paul, Kurt and Jim for their numerous contributions to Ciber
and their foresight and cooperation in implementing this
plan. They have provided valuable insight and direction, and
we wish them luck in their future endeavors."
In connection with the appointment of three new independent
directors, the Company has entered into a support agreement with
Mr. Stevenson, who owns approximately 6.4 million shares of Ciber
common stock representing approximately 8.1 % of the Company's
outstanding shares. Under the agreement, Mr. Stevenson has
agreed to vote his shares in accordance with all of the proposals
recommended by the Board until one day after the 2017 Annual
Meeting.
"The Ciber Board is committed to enhancing shareholder value,
and we believe the plan announced today will significantly enhance
the composition of the Board and benefit all shareholders," said
Mr. Stevenson. "As one of Ciber's largest shareholders, I
fully support our CEO, Michael Boustridge, and the rest of the
Company's management team, who have worked tirelessly to reposition
the Company to address the dynamic trends in the industry and
deliver future growth. By continuing to offer clients the
capabilities and services that help them get the most out of their
technology investment, I am confident that Ciber will create
enhanced value for our shareholders."
Additional details regarding the agreement entered into by Ciber
with Mr. Stevenson will be filed with the Securities and Exchange
Commission.
Vinson & Elkins LLP and Bryan Cave LLP served as legal
advisor to Ciber. Mr. Stevenson was represented by Jones &
Keller, P.C.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
relating to our operations, results of operations and other matters
that are based on our current expectations, estimates, forecasts
and projections. Words, such as "anticipate," "believe," "could,"
"expect," "estimate," "intend," "may," "opportunity," "plan,"
"positioned," "potential," "project," "should," and "will" and
similar expressions, are intended to identify these forward-looking
statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by our
forward-looking statements include, but are not limited to, risks
that: our results of operations may be adversely affected if we are
unable to execute on the key elements of our strategic plan or our
strategic plan proves to be less successful than anticipated; if we
are not able to anticipate and keep pace with rapid changes in
technology, our business may be negatively affected; a data
security or privacy breach could adversely affect our business; we
may experience declines in revenue and profitability if we do not
accurately estimate the cost of engagements conducted on a
fixed-price basis; our business could be adversely affected if our
clients are not satisfied with our services, and we could face
damage to our professional reputation and/or legal liability;
termination of a contract by a significant client and/or
cancellation with short notice could adversely affect our results
of operations; our results of operations can be adversely affected
by economic conditions and the impacts of economic conditions on
our clients' operations and technology spending; if we do not
continue to improve our operational, financial and other internal
controls and systems to manage our growth and size or if we are
unable to enter, operate and compete effectively in new geographic
markets, our results of operations may suffer and the value of our
business may be harmed; our brand and reputation are key assets and
competitive advantages of our Company and our business may be
affected by how we are perceived in the marketplace; our future
success depends on our ability to continue to retain and attract
qualified sales, delivery and technical employees; we cannot
guarantee that we are in compliance with all applicable laws and
regulations; if we are unable to protect our intellectual property
rights from unauthorized use or infringement by third parties, our
business could be adversely affected; our services or solutions
could infringe upon the intellectual property rights of others, or
we might lose our ability to utilize rights we claim in
intellectual property or the intellectual property of others; if we
are unable to collect our receivables, our results of operations
and cash flows could be adversely affected; our credit agreement,
an asset-based loan facility, limits our operational and financial
flexibility; our revenues, operating results and profitability will
vary from quarter to quarter and may result in increased volatility
in the price of our stock; our international operations expose us
to additional risks that could have adverse effects on our business
and operating results; the IT services industry, in the U.S. and
internationally, is highly competitive, with increased focus on
offshore capability and we may not be able to compete effectively
in this evolving marketplace; our operations are vulnerable to
disruptions that may impact our results of operations and from
which we may not recover; we might not be successful at
identifying, acquiring, or integrating businesses or entering into
joint ventures; we could incur additional losses due to further
impairment in the carrying value of our goodwill; we depend on
contracts with various public sector agencies for a significant
portion of our revenue and, if the spending policies or budget
priorities of these agencies change, we could lose revenue;
unfavorable government audits could require us to adjust previously
reported operating results, to forego anticipated revenue and
subject us to penalties and sanctions; we have adopted
anti-takeover defenses that could make it difficult for another
company to acquire control of Ciber or limit the price investors
might be willing to pay for our stock, thus affecting the market
price of our securities. For a more detailed discussion of
these factors, see the information under the "Risk Factors" heading
in our Annual Report on Form 10-K for the year ended December 31,
2014, and other documents filed with or furnished to the Securities
and Exchange Commission. We undertake no obligation to publicly
update any forward-looking statements in light of new information
or future events. Readers are cautioned not to put undue reliance
on forward-looking statements.
About Ciber, Inc.
Ciber is a leading global IT consulting company with some 6,500
consultants and contractors in North America, Europe and
Asia/Pacific, and approximately $1 billion of annual business.
Client focused and results driven, Ciber partners with
organizations to develop technology strategies and solutions that
deliver tangible business value. Founded in 1974, the company
trades on the New York Stock Exchange (NYSE:CBR). For more
information, visit www.ciber.com.
Important Additional Information
The Company, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from the Company's stockholders in connection with the matters to
be considered at the Company's upcoming 2015 Annual
Meeting. The Company intends to file a proxy statement and
proxy card with the U.S. Securities and Exchange Commission (the
"SEC") in connection with such solicitation of proxies from the
Company's stockholders. STOCKHOLDERS OF THE COMPANY ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS AND SUPPLEMENTS), ACCOMPANYING PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Exhibit A to this press release contains
information regarding the direct and indirect interests, by
security holdings or otherwise of the Company's directors and
executive officers in the Company's securities. In the event
that holdings of the Company's securities change from the amounts
disclosed in Exhibit A, the changes will be set forth in SEC
filings on Forms 3, 4, and 5. More detailed and updated
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the Company's
upcoming 2015 Annual Meeting. Stockholders will be able to obtain
any proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC at
no charge at the SEC's website at www.sec.gov. Copies will
also be available at no charge at the Company's website at
www.ciber.com in the section "Investor Relations".
Exhibit
A
SECURITY HOLDINGS OF
THE DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect
to the beneficial ownership of the common stock of Ciber, Inc. (the
"Company") as of March 31, 2015 by each director, including
nominees, and the executive officers of the Company.
Name of Beneficial
Owner |
Shares Beneficially
Owned 1 |
Percentage of Shares
Beneficially Owned |
|
|
|
Richard K. Coleman, Jr. |
19,970 |
* |
Paul A. Jacobs, Esq. |
123,980 |
* |
James C. Spira |
121,800 |
* |
Bobby G. Stevenson |
6,511,060 |
8.26% |
Steven S. Kurtz |
141,280 |
* |
Jean-Francois Heitz |
79,820 |
* |
Prof. Dr. Kurt J. Lauk |
95,741 |
* |
Michael Boustridge |
400,061 |
* |
Tina Piermarini |
35,777 |
* |
Christian Mezger |
241,850 |
* |
M. Sean Radcliffe |
85,606 |
* |
Eric Stine |
0 |
* |
All Current Directors and Executive
Officers as a Group |
7,856,945 |
9.96% |
|
* Denotes less than 1.00%
ownership |
1. Beneficial ownership is
determined in accordance with the rules of the SEC. In
computing the number and percentage of shares of the Company's
common stock beneficially owned by a person, shares of the
Company's common stock subject to outstanding options, warrants,
rights or conversion privileges held by that person that are
currently exercisable or exercisable within 60 days of March
31, 2015 are deemed outstanding for computing the percentage
ownership of the person holding such options, warrants, rights or
conversion privileges but are not deemed to be outstanding for
purposes of computing the percentage for any other person. As of
March 31, 2015, a total of 78,847,077 shares of the Company's
common stock were issued and outstanding. The inclusion of any
shares as deemed beneficially owned does not constitute an
admission of beneficial ownership by the named stockholder. |
CONTACT: Investor Relations:
Christian Mezger
303-267-3857
cmezger@ciber.com
Media Relations:
Bonnie Bird
303-220-0100
bbird@ciber.com
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