0001171843-11-003704.txt : 20111212 0001171843-11-003704.hdr.sgml : 20111212 20111212125444 ACCESSION NUMBER: 0001171843-11-003704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111209 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111212 DATE AS OF CHANGE: 20111212 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: 111255654 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 document.htm FORM 8-K FILING DOCUMENT
 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): December 9, 2011
 
Edgewater Technology, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-20971
71-0788538
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer 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 December 9, 2011, Edgewater Technology, Inc. (the "Company") announced the extension of an odd-lot tender offer program ("Odd-Lot Program"). A copy of the press release issued by the Company concerning the extension of the Odd-Lot Program is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

The press release is informational only. It is not a tender or other offer, and it is not a commitment to make a tender or other offer.

 
 
Item 9.01. Financial Statements and Exhibits.
 

(d) Exhibits.

Exhibit Number

Description of Exhibit

99.1

Edgewater Technology, Inc. Press Release dated December 9, 2011.

 

 
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:   December 12, 2011
 
Edgewater Technology, Inc.
 
By: /s/ TIMOTHY R. OAKES
Name: Timothy R. Oakes
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)



EX-99 2 newsrelease.htm PRESS RELEASE Edgewater Announces Extension of Odd-Lot Tender Offer

EXHIBIT 99.1

Edgewater Announces Extension of Odd-Lot Tender Offer

WAKEFIELD, Mass., Dec. 9, 2011 (GLOBE NEWSWIRE) -- Edgewater Technology, Inc. (Nasdaq:EDGW) (www.edgewater.com) ("Edgewater" or the "Company"), a strategic consulting firm that brings a synergistic blend of business advisory and product-based consulting services to its clients, today announced that its Board of Directors (the "Board") has unanimously approved a continuation of the Company's odd-lot tender offer that commenced on November 16, 2011 and is scheduled to expire on December 15, 2011 (the "First Trading Period").

Information about the Odd-Lot Program, which is open to stockholders owning fewer than 100 shares of Edgewater common stock, was mailed directly to eligible stockholders and brokers on or about November 16, 2011.   The price to be paid to stockholders participating in the First Trading Period will be the average of the closing price of the Company's common stock during the First Trading Period. As of December 7, 2011, 77 stockholders, or approximately 7.3% of stockholders eligible to participate in the program, representing 2,363 shares of the Company's common stock, had elected to participate in the First Trading Period.

The Company's Board has approved a second 30-day trading period, which will run from December 16, 2011 to January 14, 2012 (the "Second Trading Period") and may be extended in 30-day increments by the Company. The price to be paid to stockholders participating in the Second Trading Period will be the average of the closing price of the Company's common stock during the Second Trading Period.

The Company's Board authorized the Company to purchase Odd-Lots from stockholders of record on November 14, 2011. Eligible participants, including stockholders in the United States and in foreign jurisdictions where permitted by local law, will be offered the opportunity to sell all of their Edgewater shares, without incurring transaction fees. Eligible stockholders who would like to participate in the Odd-Lot Program must tender all shares that they own. Partial tenders will not be accepted.

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any shares of the Company's common stock. Edgewater is not recommending that any Odd-Lot stockholder sell his or her shares, and Edgewater encourages each Odd-Lot stockholder to make his or her own decision as to whether to participate in this voluntary program.

Edgewater has arranged for Georgeson, Inc. to manage the Odd-Lot Program.

About Edgewater

Edgewater is a strategic consulting firm that brings a synergistic blend of advisory and product-based consulting services to our client base. Headquartered in Wakefield, MA, we typically go to market both vertically by industry and horizontally by product and technology specialty and provide our clients with a wide range of business and technology offerings. We work with clients to reduce costs, improve process and increase revenue through the judicious use of technology.

Edgewater provides services under brand names such as Edgewater Technology, Edgewater Ranzal, Edgewater Fullscope and Edgewater SAP. To learn more, visit www.edgewater.com or call 800-410-4014.

The Edgewater Technology logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3783

CONTACT: Timothy R. Oakes, Chief Financial Officer
         Russell Smith, Senior Vice President / Investor Relations
         (781) 246-3343
         ir@edgewater.com