0000921895-15-002681.txt : 20151202 0000921895-15-002681.hdr.sgml : 20151202 20151202162631 ACCESSION NUMBER: 0000921895-15-002681 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20151202 DATE AS OF CHANGE: 20151202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49699 FILM NUMBER: 151265040 BUSINESS ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Star Value Management LLC CENTRAL INDEX KEY: 0001589350 IRS NUMBER: 462567817 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: (203) 542-0235 MAIL ADDRESS: STREET 1: 53 FOREST AVENUE, 1ST FLOOR CITY: OLD GREENWICH STATE: CT ZIP: 06870 SC 13D/A 1 sc13da110211005_12022015.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da110211005_12022015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Edgewater Technology, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

280358102
(CUSIP Number)
 
JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500

STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 2, 2015
(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) 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).
 
 
 

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
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
 
615,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
615,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
615,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE INVESTORS GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
615,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
615,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
615,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
LONE STAR VALUE MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
645,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
645,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
645,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
645,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
645,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
645,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
IN

 
5

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
AMERI HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

 
6

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
AMERI AND PARTNERS INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
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
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

 
7

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
LENNY ALUGAS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
STEPHEN R. BOVA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
ROBERT G. PEARSE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
DHRUWA N. RAI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
11

 
CUSIP NO. 280358102
 
1
NAME OF REPORTING PERSON
 
TIMOTHY WHELAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 280358102
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the withdrawal of the Reporting Persons’ consent solicitation, as described in further detail in Item 4 below, the Reporting Persons have terminated that certain Joint Filing and Solicitation Agreement, dated October 26, 2015, and the Reporting Persons other than Lone Star Value Investors, Lone Star Value GP, Lone Star Value Management and Mr. Eberwein are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1.
 
The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Lone Star Value Investors 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 615,000 Shares beneficially owned by Lone Star Value Investors is approximately $4,457,014, including brokerage commissions. The aggregate purchase price of the 30,000 Shares held in the Separately Managed Account is approximately $221,346, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On December 2, 2015, Lone Star Value Management (together with its affiliates, “Lone Star Value”) and AMERI (together with its affiliates, “Ameri100” and collectively with Lone Star Value, the “Shareholder Group”) issued a press release commending the commitment of the Issuer’s Board of Directors (the “Board”) to explore strategic alternatives. The Shareholder Group has consistently advocated that the Issuer undertake a full, fair and complete strategic review process to maximize value for stockholders by exploring a sale of the Issuer to the highest bidder, and only commenced the consent solicitation as a last resort after the Board twice rejected a merger proposal from Ameri100 at a significant premium without proper consideration or engaging in discussions with Ameri100.
 
Now that the Board appears to have heeded the Shareholder Group’s input, the Shareholder Group has decided to withdraw its consent solicitation in order to eliminate distraction and give the Board the opportunity to prove its commitment to maximize value. The Shareholder Group made clear that it intends to carefully monitor the Board’s progress on executing upon its commitment to explore strategic alternatives and is prepared to hold the Board accountable for any failure to deliver, including by taking all actions necessary to reconstitute the Board with directors whose primary goal is maximizing value for stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
13

 
CUSIP NO. 280358102
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 11,801,307 Shares outstanding as of November 13, 2015, which is the total number of Shares reported outstanding in the Issuer’s Definitive Consent Revocation Statement on Schedule 14A, filed with the Securities and Exchange Commission on November 25, 2015.
 
A.
Lone Star Value Investors
 
 
(a)
As of the close of business on the date hereof, Lone Star Value Investors beneficially owned 615,000 Shares.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 615,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 615,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Lone Star Value Investors since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
Lone Star Value GP
 
 
(a)
Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 615,000 Shares owned by Lone Star Value Investors.
 
Percentage: Approximately 5.2%
 
 
(b)
1. Sole power to vote or direct vote: 615,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 615,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lone Star Value GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Lone Star Value Investors since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
Lone Star Value Management
 
 
(a)
As of the close of business on the date hereof, 30,000 Shares were held in the Separately Managed Account. Lone Star Value Management, as the investment manager of Lone Star Value Investors and the Separately Managed Account, may be deemed the beneficial owner of the (i) 615,000 Shares owned by Lone Star Value Investors and (ii) 30,000 Shares held in the Separately Managed Account.
 
Percentage: Approximately 5.5%
 
 
14

 
CUSIP NO. 280358102
 
 
(b)
1. Sole power to vote or direct vote: 645,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 645,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Lone Star Value Management through the Separately Managed Account and on behalf of Lone Star Value Investors since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
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) 615,000 Shares owned by Lone Star Value Investors and (ii) 30,000 Shares held in the Separately Managed Account.
 
Percentage: Approximately 5.5%
 
 
(b)
1. Sole power to vote or direct vote: 645,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 645,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Eberwein has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Lone Star Value Investors and through the Separately Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
AMERI
 
 
(a)
As of the close of business on the date hereof, AMERI did not beneficially own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
AMERI has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
F.
Ameri & Partners
 
 
(a)
As of the close of business on the date hereof, Ameri & Partners did not beneficially own any Shares.
 
Percentage: 0%
 
 
15

 
CUSIP NO. 280358102
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Ameri & Partners has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
G.
Messrs. Alugas, Bova, Pearse, Rai and Whelan
 
 
(a)
As of the close of business on the date hereof, none of Messrs. Alugas, Bova, Pearse, Rai and Whelan beneficially owned any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Messrs. Alugas, Bova, Pearse, Rai and Whelan have not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On December 2, 2015, the Reporting Persons terminated that certain Joint Filing and Solicitation Agreement, dated October 26, 2015. A copy of the Termination of Joint Filing and Solicitation Agreement is attached as Exhibit 99.2 hereto and incorporated herein by reference.
 
On December 2, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 1 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Press Release, dated December 2, 2015.
 
 
99.2
Termination of Joint Filing and Solicitation Agreement, dated December 2, 2015.
 
 
99.3
Joint Filing Agreement, dated December 2, 2015.
 
 
16

 
CUSIP NO. 280358102
 
SIGNATURES
 
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:  December 2, 2015

 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Investors GP, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN
Individually and as attorney-in-fact for Lenny Alugas, Stephen R. Bova, Robert G. Pearse, Dhruwa N. Rai and Timothy Whelan

 
 
AMERI Holdings, Inc.
     
   
 
By:
/s/ Giri Devanur
   
Name:
Giri Devanur
   
Title:
President and Chief Executive Officer


 
Ameri and Partners Inc.
     
   
 
By:
/s/ Giri Devanur
   
Name:
Giri Devanur
   
Title:
President and Chief Executive Officer
 
 
17

 
CUSIP NO. 280358102
 
SCHEDULE A
 
Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share ($)
Date of
Purchase / Sale

LONE STAR VALUE INVESTORS, LP

10,000
7.7535
11/11/2015
5,000
7.5907
11/13/2015


LONE STAR VALUE MANAGEMENT, LLC
(Through the Separately Managed Account)

5,000
7.7535
11/11/2015

 
EX-99.1 2 ex991to13da110211005_120215.htm PRESS RELEASE, DATED DECEMBER 2, 2015 ex991to13da110211005_120215.htm
Exhibit 99.1
 
LONE STAR VALUE AND AMERI100 COMMEND EDGEWATER’S COMMITMENT TO EXPLORE STRATEGIC ALTERNATIVES

Gratified by Board’s Decision to Commence Strategic Alternatives Process and Urge True Commitment to Maximize Stockholder Value

Withdraw Consent Campaign for Now, but Intend to Monitor Progress

Old Greenwich, CT – December 2, 2015 – Lone Star Value Management, LLC (together with its affiliates, “Lone Star Value”) and AMERI Holdings, Inc. (OTC: AMRH) (together with its affiliates, “Ameri100” and collectively with Lone Star Value, the “Shareholder Group,” “we” or “us”) today issued a statement commending the Board of Directors (the “Board”) of Edgewater Technology, Inc. (NASDAQ: EDGW) (“Edgewater” or the “Company”) for commencing a process to explore strategic alternatives to maximize value for Edgewater stockholders. The Shareholder Group owns 645,000 shares of Edgewater, representing an approximate 5.5% ownership stake in the Company.

We have consistently advocated that Edgewater undertake a full, fair and complete strategic review process to maximize value for Edgewater’s stockholders by exploring a sale of the Company to the highest bidder.  As a last resort, the Shareholder Group commenced a consent solicitation to remove and replace five directors on the Board after the Board twice rejected a merger proposal from Ameri100 at a significant premium without proper consideration or engaging in discussions with us.

The Board’s announcement on November 30, 2015 that it will explore strategic alternatives indicates to us that the Board has heeded our input and is prepared to take the necessary steps to maximize stockholder value.

Jeff Eberwein of Lone Star Value said, “We are gratified Edgewater has agreed to pursue the strategic alternatives review process, which we strongly believe is the optimal course for Edgewater’s stockholders.  We expect the Board to show a genuine commitment to successfully complete this process.  In order to eliminate distraction and give the Board the opportunity to prove its commitment to maximize value, we have decided to withdraw our consent solicitation at this time.

Mr. Eberwein continued, “We fully intend, however, to carefully monitor the Board’s progress on executing upon its commitment to explore strategic alternatives and are prepared to hold the Board accountable for any failure to deliver.  It is incumbent upon the Board to not only undertake a strategic review process, but also execute upon such commitment in a value-maximizing manner.  It is our hope that the Board’s announcement does not represent a hollow promise to temporarily appease the stockholder base in response to our campaign to create a new Board.  As such, we urge the Board to provide stockholders with frequent updates on the progress of its strategic review process. Should the Board fail to successfully complete the strategic alternatives review process, the Shareholder Group intends to take all actions necessary to reconstitute the Board, including nominating directors for election at the next annual meeting, in order to create a new Board whose primary goal is maximizing value for stockholders.

Forward-Looking Statements
 
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements.  Forward-looking statements may include, without limitation, statements regarding (i) speculative plans and objective of AMERI Holdings, Inc. (ii) AMERI Holdings, Inc. and Edgewater Technology, Inc.’s future financial performance and (iii) the assumptions underlying or relating to any statement described above.  Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon AMERI Holdings, Inc. current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over or are unknown.  Actual results and the timing of certain events and circumstances may differ materially from those described above as a result of these risks and uncertainties.
 
 
 

 
 
About Ameri100:
 
Ameri100 is the brand name used by the operating business of AMERI Holdings, Inc.  Ameri100 was formed in November 2013 as a next generation technology management solutions firm.  Its founders have extensive experience in IT services and grew a previous company to a 1,000 person organization, which was sold to a private equity firm.  Ameri100 has combined lean technology innovation and deep business process expertise to exceed client expectations, leveraging an extensive Lean Enterprise Architecture Partnership "LEAP" of over 4,500 technology experts worldwide.  Ameri100 has assisted Global 2000 companies with architecture and technology solutions, enabling customers to transform businesses with the integration of seamless processes.  Ameri100 has continuously invested in innovative solutions such as the Langer Index and CDM which, we believe, have enhanced the competitive advantage of Ameri100's clients.

Please visit www.Ameri100.com for further information including full biographies of our management team and Board of Directors.

About Lone Star Value Management:
 
Lone Star Value Management, LLC (“Lone Star Value”) is an investment firm that invests in undervalued securities and engages with its portfolio companies in a constructive way to help maximize value for all shareholders.  Lone Star Value was founded by Jeff Eberwein who was formerly a Portfolio Manager at Soros Fund Management and Viking Global Investors.  Lone Star Value is based in Old Greenwich, CT.

Ameri100 Investor Contact Information:
Carlos Fernandez
carlos.fernandez@ameri100.com
732-243-9250

EDGW Investor Contact Information:
John Grau
ICOM Advisors LLC dba InvestorCom
(203) 972-9300 ext. 11

 

EX-99.2 3 ex992to13da110211005_120215.htm TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT ex992to13da110211005_120215.htm
Exhibit 99.2
 
TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT
 
December 2, 2015
 

 
Each of the undersigned is a party to that certain Joint Filing and Solicitation Agreement, dated October 26, 2015 (the “Group Agreement”).  Each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately.
 
 [Signature page follows]
 
 
 

 
 
Signature Page to Termination of Joint Filing and Solicitation Agreement
 
 
Dated:  December 2, 2015

 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Investors GP, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN
Individually and as attorney-in-fact for Lenny Alugas, Stephen R. Bova, Robert G. Pearse, Dhruwa N. Rai and Timothy Whelan

 
 
AMERI Holdings, Inc.
     
   
 
By:
/s/ Giri Devanur
   
Name:
Giri Devanur
   
Title:
President and Chief Executive Officer


 
Ameri and Partners Inc.
     
   
 
By:
/s/ Giri Devanur
   
Name:
Giri Devanur
   
Title:
President and Chief Executive Officer
 
EX-99.3 4 ex993to13da110211005_120215.htm JOINT FILING AGREEMENT ex993to13da110211005_120215.htm
Exhibit 99.3
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, $0.01 par value, of Edgewater Technology, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  December 2, 2015
 

 
Lone Star Value Investors, LP
   
 
By:
Lone Star Value Investors GP, LLC
General Partner
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Investors GP, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Manager


 
Lone Star Value Management, LLC
   
   
 
By:
/s/ Jeffrey E. Eberwein
   
Name:
Jeffrey E. Eberwein
   
Title:
Sole Member


 
/s/ Jeffrey E. Eberwein
 
JEFFREY E. EBERWEIN