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
March 14, 2017
Date of Report (Date of earliest event reported)
CIBER, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
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001-13103 |
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38-2046833 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
incorporation) |
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6312 South Fiddlers Green Circle, Suite 600E
Greenwood Village, Colorado, 80111
(Address of principal executive offices) (Zip code)
(303) 220-0100
(Registrants 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)
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 8.01 Other Events.
On March 14, 2017, Ciber, Inc. issued a press release, which is attached as Exhibit 99.1 and incorporated by reference herein.
Exhibit 99.1
Ciber, Inc.
6312 S. Fiddlers Green Circle, Suite 600E
Greenwood Village, CO 80111
www.ciber.com
Ciber Issues Statement Commenting on Unsolicited Offer by AMERI Holdings
The Board is Carefully Evaluating the Offer
Stockholders Advised to Take No Action Pending Review
GREENWOOD VILLAGE, Colo. March 14, 2017 Ciber, Inc. (NYSE: CBR), a leading global information technology consulting, services and outsourcing company, today confirmed that it has received a preliminary, non-binding letter of interest from Ameri Holdings, Inc. (OTC: AMRH) to acquire, effected by a merger, the Company for a mix of preferred securities and cash consideration, which Ameri Holdings values at $0.75 per share of Ciber common stock.
Consistent with its fiduciary duties and in consultation with independent financial and legal advisors, Cibers Board of Directors is carefully reviewing and considering Ameri Holdings offer to determine the course of action that the Board believes is in the best interest of the Company and all Ciber stockholders.
Ciber stockholders do not need to take any action at this time.
Houlihan Lokey, Inc. is acting as financial advisor to the Company, and Vinson & Elkins L.L.P. is acting as legal advisor.
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.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Companys stockholders in connection with the Companys 2017 Annual Meeting of Stockholders. The Company intends to file a proxy statement and white proxy card with the U.S. Securities and Exchange Commission (the SEC) in connection with any such solicitation of proxies from the Companys stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE 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. Information regarding the ownership of the Companys directors and executive officers in Company stock, restricted stock and options is included in the Companys SEC filings on Forms 3, 4, and 5, which can be found through the Companys website www.ciber.com in the section Investor Relations or through the SECs website at www.sec.gov. Information can also be found in the Companys other SEC filings, including the Companys definitive proxy statement for the 2016 Annual Meeting of Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2015, and for the year ended December 31, 2016, when filed with the SEC. 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 definitive proxy statement and other materials to be filed with the SEC in connection with the 2017 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 SECs website at www.sec.gov. Copies will also be available at no charge at the Companys website at www.ciber.com in the section Investor Relations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to Cibers operations, results of operations and other matters that are based on Cibers 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 Cibers Annual Report on Form 10-K for the year ended December 31, 2015, Cibers Quarterly Report on Form 10-Q for the three months ended September 30, 2016 and Cibers Annual Report on Form 10-K for the year ended December 31, 2016, when filed with the SEC, and other documents filed with or furnished to the SEC. 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.