Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. )¹

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

1	NAME OF REPORTING PERSONS   LONE STAR VALUE INVESTORS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,457,575
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   3,457,575
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,457,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.2%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP NO. 17163B102

 

 

CUSIP NO. 17163B102

 

 

 

CUSIP NO. 17163B102

 

 

CUSIP NO. 17163B102

 

 

 

 

The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the "Shares"), of Ciber, Inc., a Delaware corporation (the "Issuer").  The address of the principal executive offices of the Issuer is 6312 South Fiddler's Green Circle, Suite 600E, Greenwood Village, Colorado, 80111.

Item 2.

Identity and Background.

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by Lone Star Value Investors, Lone Star Value Co-Invest I, LP and held in the Separately Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 3,457,575 Shares beneficially owned by Lone Star Value Investors is approximately $2,233,593, including brokerage commissions. The aggregate purchase price of the 644,970 Shares beneficially owned by Lone Star Value Co-Invest I is approximately $268,466, including brokerage commissions.  The aggregate purchase price of the 338,900 Shares held in the Separately Managed Account is approximately $743,664, including brokerage commissions..

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and may continue to engage, in general discussions with the Issuer's Board of Directors (the "Board") and management team, including with respect to the composition of the Board.

Previously as reported within the Issuers Form 8-K filed on April 14, 2014 some of the Reporting Persons entered into an agreement ("Agreement") with the Issuer in order to affect an orderly change in the composition of the Board. The Agreement provided that Lone Star Value was subject to certain standstill provisions, bust such provisions expired in 2015.

On April 19, 2015, as reported within the Issuers Form 8-K filed on April 20, 2015 Lone Star Value Investors delivered a letter (the "Notice of Withdrawal") to the Issuer pursuant to which Lone Star Value Investors withdrew the letter that Lone Star Value delivered to the Issuer on February 27, 2015 notifying the Company as to the nomination of three nominees. Simultaneously upon receipt of the Notice of Withdrawal, the Company delivered a letter to Lone Star Value Investors pursuant to which, among other things, the Issuer agreed to (i) decrease the size of the Board from nine to eight seats and (ii) nominate and recommend Richard K. Coleman, Jr. and Mark Lewis for election as Class III at the 2015 Annual Meeting.

 

 

 

 

 

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 81,646,269 Shares outstanding as of November 4, 2016, which is the total number of Shares reported outstanding in the Issuer's Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on November 9, 2016.

A.	Lone Star Value Investors

(a)

As of the close of business on February 8, 2017, Lone Star Value Investors beneficially owned 3,457,575 Shares.

Percentage: 4.2%

(b)

1. Sole power to vote or direct vote: 3,457,575 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,457,575 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B.	Lone Star Value Co-Invest I

(a)

As of the close of business on February 8, 2017 Lone Star Value Co-Invest I beneficially owned 644,970 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 644,970 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 644,970 4. Shared power to dispose or direct the disposition: 0

 

 

 

 

 

(c)

The transactions in the Shares by Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

C.	Lone Star Value GP

(a)

Lone Star Value GP, as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest I, may be deemed the beneficial owner of the (i) 3,457,575 Shares owned by Lone Star Value Investors and (ii) 644,970 Shares owned by Lone Star Value Co-Invest I.

Percentage: Approximately 5.0%

(b)

1. Sole power to vote or direct vote: 4,102,545 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,102,545 4. Shared power to dispose or direct the disposition: 0

(c)

Lone Star Value GP has not entered into any transactions in the Shares during the last 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the last 60 days are set forth in Schedule A and are incorporated herein by reference.

D.	Lone Star Value Management

(a)

As of the close of business on February 8, 2017, 338,900 Shares were held in the Separately Managed Account. Lone Star Value Management, as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I and the Separately Managed Account, may be deemed the beneficial owner of the (i) 3,457,575 Shares owned by Lone Star Value Investors, (ii) 644,970 Shares owned by Lone Star Value Co-Invest I and (iii) 338,900 Shares held in the Separately Managed Account.

Percentage: Approximately 5.4%

(b)

1. Sole power to vote or direct vote: 4,441,445 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,441,445 4. Shared power to dispose or direct the disposition: 0

(c)

Lone Star Value Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

E.	Mr. Eberwein

(a)

Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 3,457,575 Shares owned by Lone Star Value Investors, (ii) 644,970 Shares owned by Lone Star Value Co-Invest I and (iii) 338,900 Shares held in the Separately Managed Account.

 

 

 

 

Percentage: Approximately 5.4%

(c)

Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the last 60 days are set forth in Schedule A and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On February 8, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached as exhibit 99.1 hereto and is incorporated herein by reference.

 

Other than as described herein, and as described in Item 4 above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 9, 2017

 

 

 

 

 

 

25,000	0.6924	01/11/2017
50,000	0.6860	01/12/2017
50,000	0.6807	01/13/2017
100,000	0.4683	02/01/2017
208,134	0.2753	02/03/2017
141,866	0.3073	02/06/2017
44,970	0.3924	02/08/2017

^* Purchased in private transaction from counterparty.