-----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, QlhsZ2kKUf7DIOual6ERrcdb3A7IyztqXIxlve60XEn99omL7P9d/5MfHhKOkyM8 Xj4G8eKxkzYD9+L8UW7J4Q== 0001157523-05-008466.txt : 20050930 0001157523-05-008466.hdr.sgml : 20050930 20050930100501 ACCESSION NUMBER: 0001157523-05-008466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 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: 051112783 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 a4985075.txt EDGEWATER TECHNOLOGY, INC. 8-K - -------------------------------------------------------------------------------- UNITED STATES 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): September 30, 2005 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 20 Harvard Mill Square Wakefield, Massachusetts 01880 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 8.01 OTHER EVENTS On September 30, 2005, Edgewater Technology, Inc. (the "Company") reported that Wayne Wilson was elected as the lead director of its Board of Directors. The creation of the lead director position and the election of Mr. Wilson is part of the Company's ongoing commitment to good corporate governance. A copy of the press release issued by the Company concerning Mr. Wilson's election is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. The information contained herein and in the accompanying exhibit is being "furnished," as opposed to being "filed" pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not be incorporated hereafter by reference into any filing of the Company, where made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit incorporated hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits. Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Edgewater Technology, Inc. Press Release dated September 30, 2005. SIGNATURES: 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. Dated: September 30, 2005 EDGEWATER TECHNOLOGY, INC. By: /s/ Kevin R. Rhodes ------------------- Name: Kevin R. Rhodes Title: Chief Financial Officer (Principal Financial and Accounting Officer) EX-99.1 2 a4985075ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Edgewater Technology Elects Wilson Lead Director WAKEFIELD, Mass.--(BUSINESS WIRE)--Sept. 30, 2005--A technology management consulting firm specializing in providing premium IT services, Edgewater Technology, Inc. (NASDAQ: EDGW, "Edgewater Technology," "Edgewater" or the "Company"), today announced that Wayne Wilson was elected as the lead director of its Board of Directors ("Board"), effective as of September 26, 2005. The appointment of a lead director is part of Edgewater's ongoing commitment to good corporate governance. In this newly created position, Mr. Wilson's primary responsibilities are to manage and enhance the effectiveness and independence of the Board, as well as to serve as liaison between members of the Board and management. A Board member since 2003, Wilson chairs the audit committee and is a member of the compensation and governance & nominating committees. Mr. Wilson was formerly President and Chief Operating Officer of PC Connection, Inc., a $1.2 billion Fortune 1000, publicly-traded, direct marketer of information technology products and services to businesses and government and educational organizations. During his seven years at PC Connection, Wilson led the management team which significantly grew revenues, both organically and through strategic acquisitions. Prior to PC Connection, Wilson, a certified public accountant, was a partner for nine years in the firm of Deloitte & Touche LLP where he specialized in providing assurance and advisory services to emerging and middle-market public and private companies in the midst of significant change, including management transitions, mergers, acquisitions, re-financings and public offerings. Mr. Wilson also serves as a director and audit committee chair for Cytyc Corporation. 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, Chief Financial Officer Barbara Warren-Sica, Investor Relations 781-246-3343 -----END PRIVACY-ENHANCED MESSAGE-----