8-K

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

February 15, 2017

Date of Report (Date of earliest event reported)

CIBER, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-13103	38-2046833
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

6312 South Fiddler’s Green Circle, Suite 600E

Greenwood Village, Colorado, 80111

(Address of principal executive offices) (Zip code)

(303) 220-0100

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2 below):

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

o    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 1.01.   Entry into a Material Definitive Agreement.

On February 15, 2017, Consultant in Business Engineering Research, S.L.U. (“Ciber Spain”), a subsidiary of Ciber, Inc. (“Ciber”) and Experis ManpowerGroup, S.L.U. (“Experis”), a subsidiary of the ManpowerGroup (“Manpower”) announced that they have signed a purchase agreement (the “Agreement”) for the sale of certain of the assets and liabilities of Ciber Spain, which operates Ciber’s business in Spain (the “Ciber Spain Sale”). The terms of the Agreement include an approximately $7.0 million (USD) cash purchase price, upon which up to an additional $1.0 million (USD) earnout adjustment may be earned, as determined quarterly over 24 months after closing with respect to the performance of a certain Ciber Spain contract. The purchase price is subject to two additional escrow amounts of (a) $2.0 million (USD) tax escrow, to be settled 90 days after closing (the “Tax Escrow”) and (b) $700,000 (USD) of the purchase price for general claims, to be released in equal parts at 12 and 18 months after closing. In connection with the Ciber Spain Sale, Experis Ciber B.V. (“Experis Netherlands”), a subsidiary of Manpower, has agreed to advanceCiber Nederland B.V. (“Ciber Nederland”) $2.0 million (USD) (the “Escrow Loan”) of the $2.5 million (USD) escrow amount to be otherwise be released in June 2017 (the “First Tranche Netherlands Escrow”) relating to Ciber’s previously reported sale of its Netherlands operations to Manpower in June 2016. The Escrow Loan shall be satisfied by an early release of $2.0 million (USD) of the First Tranche Netherlands Escrow to Experis Netherlands, which amount would otherwise be payable to Ciber Nederland, after the expiration of the completion of the 31 day escrow release notification period applicable to the First Tranche Netherlands Escrow. Ciber anticipates using the proceeds from the Ciber Spain Sale and the Escrow Loan for working capital and to reduce its borrowings under its ABL Facility with Wells Fargo Bank, N.A (“Wells Fargo”) by approximately $3.2 million (USD). The Agreement also contains representations and warranties and covenants, as well as indemnification provisions customary for transactions of this nature. Completion of the transaction is subject to customary closing conditions, including the performance of covenants and the satisfaction of certain other conditions, including the receipt of the consent of Wells Fargo, the satisfaction of an employee notification period, consent of certain clients, no material adverse change with respect to Ciber Spain since the date of the Agreement, and other terms as set forth the Agreement. Ciber Spain will continue to be involved in the full transition of the business to Experis after the closing of the transaction, which is expected to be completed in the first quarter of 2017, subject to the satisfaction of closing conditions as described above. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement to be filed as an exhibit to the Company’s next Annual Report on Form 10-K.

On February 15, 2017, Ciber issued a press release regarding the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated February 15, 2017.

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 thereunto duly authorized.

	Ciber, Inc.
Date: February 15, 2017	By:	/s/ Christian Mezger
		Christian Mezger
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ManpowerGroup Announces Acquisition of Ciber Spain

Deal Strengthens Capabilities in Fast-Growing IT Market

Madrid, Spain, February 15, 2017 – ManpowerGroup (NYSE: MAN), global leader in innovative workforce solutions, today announced signing a purchase agreement with Ciber, Inc. (NYSE: CBR), a leading global information technology consulting, services and outsourcing company, to acquire its business in Spain.

The acquisition further strengthens ManpowerGroup Spain’s capacity to deliver best-in-class IT staffing solutions, and complements the organic growth of its Experis brand, the professional resourcing and project-based workforce solutions arm of the company. The transaction is expected to close by the end of February, when Ciber’s business and employees will transfer to ManpowerGroup.

The deal builds on ManpowerGroup’s already well-established business in Spain. Started in 1988, ManpowerGroup Spain today offers diversified workforce solutions across five brands — Manpower, Experis, ManpowerGroup Solutions,Futurskill and Right Management. With 120 locations and more than 600 employees, ManpowerGroup Spain helps over 69,000 individuals find work every year, offering clients a broad range of staffing, development and workforce management solutions.

“As our clients continue to invest in and upgrade their technology platforms, this acquisition will help us meet the fast-growing demand for IT support and provide the solutions they need,” said Raul Grijalba, Executive President, ManpowerGroup Spain. “Ciber Spain’s deep industry knowledge andexpertise are a natural fit within the ManpowerGroup family, and will help us continue to shift our business mix towards higher-value services for both clients and candidates.”

“The sale of Ciber Spain reflects continued execution against our plans to simplify our geographic footprint and focus our portfolio of offerings,” said Ciber President and Chief Executive Officer Michael Boustridge. "As a strategic buyer with local operations, we believe Manpower/Experis will provide a seamless transition and great continuity and service for our Spanish customers and employees.”

About ManpowerGroup

ManpowerGroup® (NYSE: MAN) is the world’s workforce expert, creating innovative workforce solutions for nearly 70 years. As workforce experts, we connect more than 600,000 people to meaningful work across a wide range of skills and industries every day. Through our ManpowerGroup family of brands – Manpower®, Experis®, Right Management® and ManpowerGroup® Solutions – we help more than 400,000 clients in 80 countries and territories address their critical talent needs, providing comprehensive solutions to resource, manage and

develop talent. In 2016, ManpowerGroup was named one of the World’s Most Ethical Companies for the sixth consecutive year and one of Fortune’s Most Admired Companies, confirming our position as the most trusted and admired brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible:www.manpowergroup.com.

About Ciber, Inc.

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 and follow us on Twitter,LinkedIn, Facebook, Google Plus and our blog.

ManpowerGroup Inc.’s Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements related to ManpowerGroup, and the potential benefits of the acquisition, including statements regarding timing of closing and results of the proposed transaction. Actual events or results may differ materially from those contained in the forward-looking statements due to risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, risks associated with: ManpowerGroup's ability to successfully integrate Ciber Spain; execution of plans and strategies; the inability to successfully complete the transaction, and other important factors that could cause results of the acquisition and related transactions to differ materially from the forward-looking statements detailed in ManpowerGroup's public filings with the SEC, including its most recent Annual Report on Form 10-K. ManpowerGroup disclaims any obligation to update any forward-looking or other statements in this release, except as required by law.

Ciber, Inc.’s Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to Ciber’s operations, results of operations and other matters that are based on Ciber’s 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. For a more detailed discussion of these risks, see the information under the "Risk Factors" heading in Ciber’s Annual Report on Form 10-K for the year ended December 31, 2015, and Ciber’s Quarterly Report on Form 10-Q for the three months ended September 30, 2016, and other documents filed with or furnished to the Securities and Exchange Commission. Other than as required by law, Ciber undertakes 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.

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Media Contacts

Montse Moliner

ManpowerGroup Spain

+34 934 591 819

montse.moliner@manpowergroup.es

Scott Kozak

Ciber

303-967-1379

skozak@ciber.com