-----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, TYcTKN50uNUEN4Enq7tI32pTA+py0VeITuQNfQmQRyXlezwtAofSFbmBz1bxlow5 TtGjsHxcPU6cSV0xidWv7w== 0001157523-05-010546.txt : 20051202 0001157523-05-010546.hdr.sgml : 20051202 20051201175506 ACCESSION NUMBER: 0001157523-05-010546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051201 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: 20051202 DATE AS OF CHANGE: 20051201 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: 051238565 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 a5031752.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): December 1, 2005 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 (State or other jurisdiction of (Commission (IRS Employer incorporation) File No.) 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 Nancy Leaming to its Board of Directors (the "Board"), effective November 29, 2005. In connection with the Board's creation of a vacancy and Ms. Leaming's election to the Board, Ms. Leaming was also nominated and elected to serve on the Company's Audit Committee with Wayne Wilson and Paul Flynn. At the same time, Paul Guzzi resigned his position as a member of the Company's Audit Committee. A press release announcing the election of Ms. Leaming, information regarding Ms. Leaming's qualifications, business experience and the strengths she brings to the Company's Board 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 December 1, 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: December 1, 2005 By: /s/ Kevin R. Rhodes -------------------------------- Name: Kevin R. Rhodes Title: Chief Financial Officer EX-99.1 2 a5031752ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Edgewater Technology Appoints Nancy Leaming to Board of Directors; Appointment Further Expands Breadth of Board WAKEFIELD, Mass.--(BUSINESS WIRE)--Dec. 1, 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 Nancy Leaming has been elected to Edgewater Technology's Board of Directors. Ms. Leaming most recently served as the President and Chief Executive Officer for Tufts Health Plan, where she served in positions of increasing responsibility over a 19 year period. Prior to joining Tufts Health Plan, Ms. Leaming held a variety of management positions in managed care and banking, including service as Chief Financial Officer. Ms. Leaming has considerable board experience and currently serves on the Board of Directors of Hologic, Inc., the American Red Cross of Massachusetts Bay, and the Massachusetts Taxpayers Foundation. "We are pleased and honored to welcome Nancy to the Company's Board of Directors," said Shirley Singleton, Edgewater Technology's President and CEO. "I am confident our Board and company will benefit tremendously from the insights and guidance she will provide. With more than three decades of professional success as a business leader, her extensive management and financial aptitude coupled with her expertise in healthcare will contribute to our vertical and geographical expansion in the Northeast." The appointment of Ms. Leaming brings Edgewater Technology's Board to eight (8) members. Ms. Leaming will serve on the Audit Committee. 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, 781-246-3343 or Barbara Warren-Sica, 781-246-3343 -----END PRIVACY-ENHANCED MESSAGE-----