-----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, OWw65aV6sm4fuz/9T5vg5RGNpa7DqpHIoiJKkl6LY8YYWLeizNZa+9GH/CnX1P+J 16xgQ3MEUqKWLmkF/8aVAg== 0001157523-05-006361.txt : 20050721 0001157523-05-006361.hdr.sgml : 20050721 20050721083105 ACCESSION NUMBER: 0001157523-05-006361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050721 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050721 DATE AS OF CHANGE: 20050721 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20971 FILM NUMBER: 05965007 BUSINESS ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 a4934987.txt EDGEWATER TECHNOLOGY, INC. 8-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2005 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 20 Harvard Mill Square Wakefield, Massachusetts 01880 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (781) 246-3343 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 5.02. Departures of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (a) Not applicable. (b) Not applicable. (c) Not Applicable. (d) Today, Edgewater Technology, Inc. (the "Company" or "Edgewater Technology") announced the election of Paul Flynn to its Board of Directors (the "Board"), effective July 21, 2005. Mr. Flynn's appointment to the Company's Board of Directors fills the vacancy that was created when William J. Lynch, a current director and Chairman of the Company's Board of Directors announced his departure, as noted within a previous Form 8-K filing and press release issued by the Company on May 26, 2005 related to Edgewater Technology's Annual Stockholders Meeting. With Mr. Lynch's departure from the Company's Board of Directors, Shirley Singleton will assume the position of Chairman of Edgewater Technology's Board of Directors. A press release announcing the election of Mr. Flynn, information regarding Mr. Flynn's business experience and the strengths he brings to the Company's Board and other changes related to the Board's committees in connection with Mr. Lynch's departure and Mr. Flynn's election is filed as an exhibit to this Form 8-K. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release issued by Edgewater Technology dated July 21, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EDGEWATER TECHNOLOGY, INC. Dated: July 21, 2005 By: /s/ Kevin R. Rhodes ----------------------------- Name: Kevin R. Rhodes Title: Chief Financial Officer EX-99.1 2 a4934987ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Edgewater Technology Appoints Paul Flynn to Board of Directors and Shirley Singleton as Chairman of Board WAKEFIELD, Mass.--(BUSINESS WIRE)--July 21, 2005--A technology management consulting firm specializing in providing premium IT services, Edgewater Technology, Inc. (NASDAQ: EDGW, www.edgewater.com, "Edgewater Technology" or the "Company"), today announced that Paul Flynn has joined Edgewater Technology's Board of Directors and will serve on the Company's Audit Committee and Compensation Committee. Mr. Flynn currently serves as the Executive Vice President of Citizens Business Capital, a subsidiary of Citizens Financial Group, one of the top ten largest commercial bank holding companies in the United States. Mr. Flynn began his management career in the financial services sector as an Audit Manager with New England Merchants Bank and a loan officer with Chase Commercial Corporation. He then served as the Senior Vice President for Patriot Bank N.A. and Executive Vice President for the United States Trust Company managing their respective Asset Based Lending divisions and served on the senior loan committee for the United States Trust Company. "With more than three decades of success as a business leader in New England, we are honored to have Paul Flynn become a member of the Company's Board of Directors," said Shirley Singleton, Edgewater Technology's President and CEO. "Paul's management aptitude coupled with his expertise in the financial services industry will enhance our board level expertise and complement our strategic focus." In addition, Mr. Flynn has served on various regional boards including the Commercial Finance Association and is currently on the board of the Mass Business Development Corporation. Mr. Flynn's appointment to the Company's Board of Directors will make effective the resignation of William J. Lynch as a director and Chairman of the Company's Board of Directors. We previously announced Mr. Lynch's planned departure upon the appointment of a new independent director, as noted within our press release issued on May 27, 2005. With Mr. Lynch's departure, the Company's Board of Directors elected Shirley Singleton to serve as the Chairman of Edgewater Technology's Board of Directors. "On behalf of the Board of Directors and Edgewater Technology organization, I would like to thank William Lynch for his 9 years of dedicated service to our Company. His exceptional insight and guidance has been invaluable to our company," said Shirley Singleton, President and CEO of Edgewater Technology, Inc. "We will miss his presence in the board room and wish him all of the best." About Edgewater Technology Edgewater Technology, Inc. is an innovative technology management consulting firm. We provide a unique blend of premium IT services by leveraging our proven industry expertise in strategy, technology and corporate performance management. Headquartered in Wakefield, MA, we go to market by vertical industry and provide our clients with a wide range of business and technology offerings. To learn more, visit www.edgewater.com or call 800-410-4014. CONTACT: Edgewater Technology, Inc. Kevin Rhodes Barbara Warren-Sica 781-246-3343 -----END PRIVACY-ENHANCED MESSAGE-----