Lewis Will Join Incumbent Director Richard
Coleman as Ciber Board Nominees In Connection With the Board
Changes Lone Star Value Withdraws Slate of Director Nominees
Ciber, Inc. (NYSE:CBR), a leading global information technology
consulting, services and outsourcing company, today announced the
nomination of Mark Lewis as a new independent director for election
at Ciber's 2015 Annual Meeting of Stockholders. Mr. Lewis will be
nominated together with incumbent director Richard Coleman as Class
III directors. In connection with the nominations, Ciber has
reduced the size of the Board of Directors from nine to eight
directors. In light of the recent changes to the Board,
including the nomination of Mr. Lewis and re-nomination of Mr.
Coleman, Lone Star Value Investors, LP and its affiliates ("Lone
Star Value") has withdrawn its nomination of directors to the
Board.
Mr. Lewis, 51, brings more than 25 years of software and
technology experience to the Ciber Board. He currently serves
as Co-Founder, Chairman and Chief Executive Officer of Formation
Data Systems, Inc., a provider of enterprise storage and data
management software solutions, and a senior advisor to Silver Lake,
a technology company investment firm. Prior to founding
Formation Data Systems, Mr. Lewis served in various senior
executive roles at EMC Corporation. He also serves on the
Board of Riverbed Technologies.
Mr. Coleman joined the Ciber Board as a new independent director
in April 2014 pursuant to a settlement agreement reached between
Ciber and Lone Star Value. Mr. Coleman has deep experience
serving in senior executive positions and on various public company
boards, and possesses extensive expertise in business development
and operations. He currently serves as President and Chief
Executive Officer of Crossroads Systems, Inc., a global provider of
data archive solutions, where he also serves as a
director. Mr. Coleman is also the founder and President of
Rocky Mountain Venture Services, a firm that helps companies plan
and launch new business ventures and restructuring
initiatives. Mr. Coleman has served in a variety of senior
operational roles, including CEO of Vroom Technologies Inc., Chief
Operating Officer of MetroNet Communications, and President of US
West Long Distance. He also serves on the Board of Hudson
Global, Inc.
On April 1, 2015, Ciber announced that its Board adopted a plan
to enhance the overall composition of the Board by seeking to add
three new independent directors, and Mr. Lewis' nomination marks
the first of the new directors. The Board is continuing to
actively recruit new candidates and has engaged a leading executive
search firm to help identify strong nominees.
"We are extremely pleased to have Mark join as a new independent
director and to re-nominate Rick to the Ciber Board," said Bobby G.
Stevenson, founder of Ciber. "Mark and Rick are distinguished
and highly respected executives with deep technology
expertise. The perspective they add to our Board will be
invaluable as we continue to work to enhance shareholder
value."
In connection with the changes to the Board, Lone Star Value,
which owns approximately 3.4% of the Company's outstanding shares,
has notified the Company that it has withdrawn its slate of
director nominees for the 2015 Annual Meeting. Lone Star Value
has informed the Board that it intends to vote its shares for the
Board's director nominees at the Annual Meeting.
Jeffrey E. Eberwein, founder of Lone Star Value, said, "We are
pleased that our involvement at Ciber has contributed to a positive
change to the Board's composition and we fully support the addition
of new independent directors to the Board and believe all
shareholders will benefit from the fresh perspective and experience
that new directors like Mark will bring. We have tremendous
confidence in Ciber's CEO, Michael Boustridge, and the work he is
doing to transform Ciber. The Company's restructuring plan is
delivering improved results, as evidenced by its fourth quarter
2014 results, and we look forward to Ciber's management team and
Board further enhancing shareholder value."
Vinson & Elkins LLP and Bryan Cave LLP served as legal
advisor to Ciber. Olshan Frome Wolosky LLP served as legal
advisor to Lone Star Value.
About Mark Lewis
Since September 2012, Mr. Lewis has been the Chairman and CEO of
Formation Data Systems, a data services platform for web-scale
cloud computing, as well as a senior advisor to Silver Lake, a
technology company investment firm. Mr. Lewis served as Chief
Strategy Officer for the Information Infrastructure Products
Business of EMC Corporation, an information infrastructure
technology and solutions company, from October 2010 to February
2012. Mr. Lewis' prior roles at EMC included President of the
Content Management and Archiving Division, Chief Development
Officer, Chief Technology Officer and co-leader of the EMC Software
Group. Mr. Lewis joined EMC in July 2002 from
Hewlett-Packard/Compaq, where he was Vice President and General
Manager of Compaq's Enterprise Storage Group. From 1998 to 1999,
Mr. Lewis led Compaq's Enterprise Storage Software Business after
serving for two years as Director of Engineering for Multi Vendor
Online Storage. Before that, he spent 13 years in
storage-related engineering and product development at Digital
Equipment Corporation, a computer manufacturing company. Mr.
Lewis has served on the Board of Riverbed Technologies since
February 2010. He holds a B.S. in Mechanical Engineering from
University of Colorado, Boulder. He has studied Business Law,
Marketing, and Accounting for an MBA at University of Colorado,
Colorado Springs, and he attended the Executive Education Program
at the Harvard Business School.
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 Exhibit 99.1 to the Company's
Form 8-K dated April 2, 2015 contained 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 therein, 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".
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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