UNITED STATES

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): April 19, 2015

 


 

CIBER, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-13103

 

38-2046833

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

6363 South Fiddler’s Green Circle, 
Suite 1400,
Greenwood Village, Colorado

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 220-0100

 

Not Applicable

(Former Name or former address if changed since last report.)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01 Regulation FD Disclosure.

 

On April 20, 2015, CIBER, Inc. (the “Company”) issued a press release relating to the CIBER Letter and the Notice of Withdrawal (each as defined below). A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

On April 19, 2015, Lone Star Value Investors, LP (“Lone Star Value”) delivered a letter (the “Notice of Withdrawal”) to the Company pursuant to which Lone Star Value irrevocably withdrew the letter that Lone Star Value delivered to the Company on February 27, 2015 notifying the Company as to the nomination of three nominees (Richard K. Coleman, Jr., Robert G. Pearse and Joshua E. Schechter) for election to the Board of Directors (the “Board”) of the Company at the 2015 Annual Meeting of Stockholders of the Company (the “Annual Meeting”).

 

On April 19, 2015, simultaneously upon receipt of the Notice of Withdrawal, the Company delivered a letter (the “CIBER Letter”) to Lone Star Value pursuant to which, among other things, the Company agreed to (i) decrease the size of the Board from nine to eight seats by removing one existing seat from Class III and (ii) nominate and recommend Richard K. Coleman, Jr. and Mark Lewis for election as Class III directors at the Annual Meeting.

 

Copies of the Notice of Withdrawal and the CIBER Letter are attached hereto as Exhibit 99.2 and 99.3, respectively, and incorporated by reference herein. The foregoing descriptions of the Notice of Withdrawal and the CIBER Letter are qualified in its entity by reference to the full text of the Notice of Withdrawal and the CIBER Letter, respectively.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

 

Press Release of Ciber, Inc. dated April 20, 2015

 

 

 

99.2

 

Notice of Withdrawal of Lone Star Value Investors, LP, dated April 19, 2015

 

 

 

99.3

 

Letter from CIBER, Inc. to Lone Star Value Investors, LP, dated April 19, 2015

 

2



 

SIGNATURES

 

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 hereunto duly authorized.

 

 

 

CIBER, INC.

 

 

Date: April 20, 2015

By:

/s/ Michael Boustridge

 

Name:

Michael Boustridge

 

Title:

Chief Executive Officer and President

 

3



 

EXHIBIT INDEX

 

99.1

 

Press Release of Ciber, Inc. dated April 20, 2015

 

 

 

99.2

 

Notice of Withdrawal of Lone Star Value Investors, LP, dated April 19, 2015

 

 

 

99.3

 

Letter from CIBER, Inc. to Lone Star Value Investors, LP, dated April 19, 2015

 

4




Exhibit 99.1

 

Ciber Nominates Mark Lewis as New Independent Director for 2015 Annual Meeting

 

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

 

GREENWOOD VILLAGE, Colo., April 20, 2015 — 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

 




Exhibit 99.2

 

LONE STAR VALUE INVESTORS, LP

c/o Lone Star Value Management, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

 

April 19, 2015

 

BY ELECTRONIC MAIL

 

Ciber, Inc.

6363 South Fiddler’s Green Circle, Suite 1400

Greenwood Village, Colorado 80111

Attn:                    M. Sean Radcliffe

Senior Vice President, General Counsel and Secretary

sradcliffe@ciber.com

 

Re:                             Notice of Withdrawal of Stockholder Nomination of Individuals for Election as Directors at the 2015 Annual Meeting of Stockholders of Ciber, Inc.

 

Dear Mr. Radcliffe:

 

On February 27, 2015, Lone Star Value Investors, LP, a Delaware limited partnership (“Lone Star Value Investors”), delivered a letter (the “Nomination Letter”) to Ciber, Inc., a Delaware corporation (the “Company”), notifying the Company as to the nomination of three (3) nominees, Richard K. Coleman, Jr., Robert G. Pearse and Joshua E. Schechter, for election to the Board of Directors of the Company at the 2015 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

 

In connection with the understanding between Lone Star Value Investors and the Company set forth in the Company’s letter of April 19, 2015, Lone Star Value Investors hereby irrevocably withdraws the Nomination Letter.

 

 

 

Very truly yours,

 

 

 

LONE STAR VALUE INVESTORS, LP

 

 

 

 

 

By:

/s/ Jeffrey E. Eberwein

 

 

Name:

Jeffrey E. Eberwein

 

 

Title:

Authorized Signatory

 




Exhibit 99.3

 

CIBER, INC.

6363 S Fiddler’s Green Circle, Suite 1400

Greenwood Village, Colorado 80111

 

April 19, 2015

 

By Electronic Mail

 

Lone Star Value Investors, LP

c/o Lone Star Value Management, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

Attention:  Jeffrey E. Eberwein

 

Dear Mr. Eberwein:

 

On behalf of Ciber, Inc. (the “Company”), I am writing in regards to the understanding reached with Lone Star Value Investors, LP (“Lone Star Value”), pursuant to which Lone Star Value has agreed to withdraw the notice it tendered to the Company on February 27, 2015 (the “Notice”) announcing its intention to nominate certain individuals for election as directors at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”).

 

Pursuant to the aforementioned understanding, the Company agrees to (i) decrease the size of the Board of Directors of the Company from nine (9) seats to eight (8) seats by removing one existing seat from Class III and (ii) nominate and recommend Richard Coleman and Mark Lewis for election as Class III directors at the Annual Meeting.

 

Furthermore, the Company and Lone Star agree to issue a joint press release with respect to the foregoing matters, substantially in the form attached hereto as Exhibit A.

 

[Signature Page Follows.]

 



 

 

Sincerely,

 

 

 

 

 

CIBER, Inc.

 

 

 

 

By:

/s/ Stephen Kurtz

 

 

Name:

Stephen Kurtz

 

 

Title:

Chairman of the Special Committee

 

 

ACCEPTED AND AGREED TO BY:

 

Lone Star Value Investors, LP

 

 

 

 

By:

Lone Star Value Investors GP, LLC

 

 

 

 

By:

/s/ Jeffrey E. Eberwein

 

 

Name:

Jeffrey E. Eberwein

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

CC:

Steve Wolosky, Esq.

 

 

Aneliya Crawford, Esq.

 

 

Kai Haakon E. Liekefett, Esq.

 

 



 

EXHIBIT A

 

Ciber Nominates Mark Lewis as New Independent Director for 2015 Annual Meeting

 

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

 

GREENWOOD VILLAGE, Colo., April XX, 2015 — 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

 


 

CMTSU Liquidation (CE) (USOTC:CBRI)
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From Mar 2024 to Apr 2024 Click Here for more CMTSU Liquidation (CE) Charts.
CMTSU Liquidation (CE) (USOTC:CBRI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more CMTSU Liquidation (CE) Charts.