Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 001-13103
CUSIP Number: 17163B102
NOTIFICATION OF LATE FILING
(Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR
¨ Form N-CSR
For Period Ended: September 30, 2017
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended: ________________________________
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ________________________________
PART I — REGISTRANT INFORMATION
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CMTSU Liquidation, Inc. |
Full Name of Registrant |
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Ciber, Inc. |
Former Name if Applicable |
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7900 E Union Ave, Suite 1100 |
Address of Principal Executive Office (Street and Number) |
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Denver, Colorado 80237 |
City, State and Zip Code |
PART I — REGISTRANT INFORMATION
CMTSU Liquidation, Inc. ______________________________________________________________________________________________
Full Name of Registrant
Ciber, Inc._______________________________________________________________________________________________________________
Former Name if Applicable
7900 E Union Ave, Suite 1100____________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Denver, Colorado 80237______________________________________________________________________________________________
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) o
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(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
CMTSU Liquidation, Inc. (formerly Ciber, Inc.) (the “Company”) is filing this Form 12b-25 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Form 10-Q”). The Company has determined that it is unable to file its Form 10-Q in a timely manner and that it does not expect to be able to file the Form 10-Q within the five-day extension permitted by the rules of the SEC. As reported in the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2017, the Company and its subsidiaries Ciber International LLC and Ciber Consulting, Inc. filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on April 9, 2017. Due to the demands associated with the bankruptcy filing and related activities, including a sale of substantially all of the Company’s assets under Section 363 of the Bankruptcy Code, the Company has been unable to complete the preparation of the Form 10-Q.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Christian Mezger | | 303 | | 217-7018 |
(Name) | | (Area Code) | | (Telephone Number) |
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(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes o No x |
Annual Report on Form 10-K for the fiscal year ended December 31, 2016; Quarterly Report on Form 10-Q for the quarter ended March 31, 2017; Quarterly Report on Form 10-Q for the quarter ended June 30, 2017; Annual Report on Form 11-K for the fiscal year ended December 31, 2016.
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes x No o
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company is currently unable to provide a reasonable estimate of its third quarter 2017 results of operations due to the demands of the Company’s bankruptcy cases and the sale of substantially all of its assets under Section 363 of the Bankruptcy Code. The Company, however, anticipates that total revenues and income from operations for the quarter ended September 30, 2017 will be significantly lower than the quarter ended September 30, 2016 as a result of the sale of substantially all of the assets of the Company and its subsidiaries Ciber International LLC and Ciber Consulting, Inc. (together with the Company, the “Debtors”) relating to the Debtors’ North American Business, along with 100% of the capital stock in wholly-owned non-Debtor subsidiary CIBERsites India Private Limited, to HTC Global Ventures, LLC (reported on a Form 8-K filed with the SEC on June 9, 2017), as well as other factors.
The Company is required to provide monthly financial and operating reports to its lenders under its DIP Credit Agreement, and therefore, the Company intends to provide such reports on a monthly basis under Current Reports on Form 8-K.
___________CMTSU Liquidation, Inc.__________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date __November 10, 2017_____________________________ By _/s/ Christian Mezger_____________________
Name: Christian Mezger
Title: Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.