-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGQF3hzviJhm1t6TEAsX+ZI0jjg4LBdzqHckFcYcMS1707OnEwKhVWxGMX3JJ7g6 zgQZIX6L5YMSHj753y0Esw== 0000928385-01-000182.txt : 20010125 0000928385-01-000182.hdr.sgml : 20010125 ACCESSION NUMBER: 0000928385-01-000182 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-49699 FILM NUMBER: 1514350 BUSINESS ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVILLE STATE: AR ZIP: 72703 BUSINESS PHONE: 5019736000 MAIL ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVETTE STATE: AR ZIP: 72703 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVILLE STATE: AR ZIP: 72703 BUSINESS PHONE: 5019736000 MAIL ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVETTE STATE: AR ZIP: 72703 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 SC TO-I/A 1 0001.txt AMENDMENT #3 TO SCHEDULE TO ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ----------------- Edgewater Technology, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror) ------------------------------------------------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) ------------------------------ 280358 10 2 (CUSIP Number of Class of Securities) ------------------------------------- Gordon Y. Allison, Esq. Executive Vice President and General Counsel Edgewater Technology, Inc. 302 East Millsap Road Fayetteville, AR 72703 (501) 973-6084 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidder) --------------------------------------- Copies to: Brian J. Lynch, Esq. Gregg W. Corso, Esq. Darren K. DeStefano, Esq. Cooley Godward LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190 (703) 456-8000 -------------- CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** - ---------------------- ---------------------- $130,700,000 $26,140 ============ ======= * Estimated for purposes of calculating the amount of filing fee only. The amount assumes (i) the purchase of 16,250,000 shares of common stock, par value $0.01 per share (the "Shares"), of Edgewater Technology, Inc., a Delaware corporation (the "Company"), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement dated July 21, 2000 between the Company and EquiServe Trust Company, N.A., at a price per share of $8.00 in cash and (ii) the payment of up to $700,000 as consideration in respect of 408,000 Qualified Option Shares (as defined herein). ** Previously paid. [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ================================================================================ Amount Previously Paid: $26,140 Filing Party: Edgewater Technology, Inc. Form or Registration No.: Schedule TO (5-49699) Date Filed: December 21, 2000
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [x] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 3 to the Tender Offer Statement on Schedule TO relates to the self-tender offer by Edgewater Technology, Inc., a Delaware corporation (the "Company"), to purchase up to 16,250,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its outstanding common stock, par value $0.01 per share (the "Shares"), including the associated Preferred Stock Purchase Rights, at a purchase price of $8.00 per share, net to the seller in cash, subject to applicable withholding of taxes, without interest thereon, and, in addition, up to 408,000 Qualified Option shares (as defined in the Offer to Purchase). The Company's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 21, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute 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. This Amendment No. 3 to the Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, including all schedules and annexes thereto, are hereby expressly incorporated herein by reference in response to items 1 through 11 of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following sentence: "On January 24, 2001, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(1)(L) to the Schedule TO." Item 12. Exhibits. (a)(1)(L) Press Release dated January 24, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 24, 2001 EDGEWATER TECHNOLOGY, INC. By: /s/ Clete T. Brewer --- ------------------- Name: Clete T. Brewer Title: Chairman and Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. (a)(1)(A) Offer to Purchase dated December 21, 2000.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(F) Option Election Form and Related Instructions.* (a)(1)(G) Memorandum to Holders of Options.* (a)(1)(H) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(I) Summary Advertisement to be published on December 22, 2000.* (a)(1)(J) Press Release dated December 15, 2000 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by Edgewater Technology, Inc. with the Securities and Exchange Commission on December 15, 2000). (a)(1)(K) Press Release dated December 21, 2000 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by Edgewater Technology, Inc. with the Securities and Exchange Commission on December 21, 2000). (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. * Previously filed on Schedule TO EX-99.1A 2 0002.txt EXHIBIT 99.1A Exhibit (a)(1)(L) Wednesday January 24, 6:00 am Eastern Time Press Release SOURCE: Edgewater Technology, Inc. Edgewater Technology Successfully Completes Tender Offer for 16.25 Million Shares at $8.00 Per Share FAYETTEVILLE, Ark., Jan. 24 /PRNewswire/ -- Edgewater Technology, Inc. (Nasdaq: EDGW - news; www.edgewater.com ) today announced the preliminary results for its - ---- ---- ----------------- $8.00 per share cash tender offer for 16.25 million shares, or 56.6% of its outstanding common shares. The offer, which was oversubscribed, expired at 12:00 midnight, Eastern Standard Time, on January 23, 2001. Based on a preliminary count, approximately 26.6 million shares were tendered and not withdrawn, of which approximately 4.5 million were tendered pursuant to notices of guaranteed delivery. Edgewater Technology will accept properly tendered shares on a pro rata basis, with a preliminary proration factor of approximately 61%. The determination of the proration factor is subject to shares tendered pursuant to guaranteed delivery procedures. Payment for accepted shares, and return of all other tendered shares, will be made early next week by the depository after the proration factor is finalized. As of January 23, 2001, Edgewater Technology had approximately 28.7 million shares of common stock issued and outstanding. As a result of the offer, Edgewater Technology expects to have approximately 12.5 million shares of common stock issued and outstanding as of the time immediately following payment for the accepted shares. Credit Suisse First Boston and Banc of America Securities served as co-dealer managers for the tender offer. EquiServe is the depositary. For additional information, contact Corporate Investor Communications, the information agent for the tender offer, at 1-800-752-5316. About Edgewater Technology Edgewater Technology is a national full-service provider of tailored Internet- centric solutions, which assists clients through proven methodologies, including eStrategy, eSolutions and Internet Outsourcing. For more information, visit www.edgewater.com . -----END PRIVACY-ENHANCED MESSAGE-----