EX-99.1(A)(1)(E) 6 0006.txt CLIENT LETTER Exhibit (a)(1)(E) EDGEWATER TECHNOLOGY, INC. OFFER TO PURCHASE FOR CASH UP TO 16,250,000 SHARES OF ITS COMMON STOCK (Including the Associated Preferred Stock Purchase Rights) AT A PURCHASE PRICE OF $8.00 NET PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EST, ON JANUARY 23, 2001, UNLESS THE OFFER IS EXTENDED. December 21, 2000 To Our Clients: Enclosed for your consideration is the Offer to Purchase dated December 21, 2000, of Edgewater Technology, Inc., a Delaware corporation (the "Company"), and a related specimen Letter of Transmittal (which together constitute the "Offer"), pursuant to which the Company is offering to purchase up to 16,250,000 shares of its outstanding common stock, par value $0.01 per share (the "Shares"), for cash at a purchase price of $8.00 net per Share to the seller, upon the terms and subject to the conditions set forth in the Offer. The Company may elect, but shall not be obligated, to purchase additional Shares pursuant to the Offer. All Shares tendered and purchased will include the associated preferred stock purchase rights issued pursuant to the Rights Agreement dated as of July 21, 2000 between the Company and EquiServe Trust Company, N.A., as rights agent and, unless the context otherwise requires, all references to Shares include the associated preferred stock purchase rights. The Offer to Purchase and a specimen Letter of Transmittal are being forwarded to you as the beneficial owner of Shares held by us in your account but not registered in your name. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS. THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. YOUR ATTENTION IS CALLED TO THE FOLLOWING: (1) The purchase price is $8.00 net per Share to you in cash. (2) The Offer is not conditioned upon any minimum number of Shares being validly tendered. (3) The Offer expires at 12:00 midnight, EST, on January 23, 2001, unless extended (the "Expiration Date"). Shares must be properly tendered by the Expiration Date to ensure that at least some of your Shares will be purchased if there is proration. Your instructions to us should be forwarded in ample time to permit us to submit a timely tender on your behalf. (4) The Offer is subject to the terms and conditions set forth in the Offer to Purchase, which you should read carefully. IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, WILL YOU KINDLY SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH ON THE REVERSE SIDE HEREOF. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED BY YOU IN THE INSTRUCTION FORM. THE ENCLOSED SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND SHOULD NOT BE USED TO TENDER SHARES. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND THE RISK OF THE TENDERING STOCKHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL OTHER CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. As described in the Offer to Purchase, if more than 16,250,000 (or such greater number, as the Company may elect to purchase) Shares are validly tendered on or prior to the Expiration Date, subject to the terms and conditions of the Offer, the Company will purchase all Shares validly tendered on or prior to the Expiration Date, on a pro rata basis if necessary (with appropriate adjustments to avoid purchase of fractional Shares). The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase dated December 21, 2000, and a specimen Letter of Transmittal relating to the Offer by Edgewater Technology, Inc. (the "Company"), to purchase up to 16,250,000 shares of its outstanding common stock, par value $0.01 per share (the "Shares"), or such greater number of shares as the Company may elect to purchase. This will instruct you to tender to the Company the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 21, 2000, and in the related specimen Letter of Transmittal that you have furnished to the undersigned. SHARES TENDERED ------------------------------------------------------------------------------- Indicate below the aggregate number of Shares to be tendered by us. _________________________ Shares CONDITIONAL TENDER By completing this box, the undersigned conditions the tender authorized hereby, on the following minimum number of Shares being purchased, if any are to be purchased. In the event of proration, if the number of Shares to be acquired from you is fewer than this number, the Company will purchase none of your shares and all of your shares will be returned to you. _________________________ Shares Unless this box is completed, the tender authorized hereby will be made unconditionally. _____________________________________ SIGNATURE(S) _____________________________________ (PLEASE PRINT NAME(S) AND ADDRESS HERE) _____________________________________ _____________________________________ _____________________________________ AREA CODE AND TELEPHONE NUMBER Date: ___________________