Optiplex 980 issue - 3 & 4 lights lit up

Guys,

I have an out of warranty 980 that will power on, amber 3 and 4 lights come on, then it will power off and power back on and do the same thing.  Its just a cycle. 

I just ran memtest on the 16GB of new Crucial RAM and there were no problems found.  The dell diagnostics indicated no issues either. 

Does this sound like a bad motherboard?

Thanks