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): June 28, 2007

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20971	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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On June 28, 2007, Edgewater (the “Company”) entered into a Lease Termination Agreement (the “Termination Agreement”) with Brewer Investments II, LLC (the “Landlord”) with respect to a lease for the Company’s former corporate headquarters formerly located in Fayetteville, Arkansas (the “Original Lease”). The Original Lease was entered into on June 28, 2000, with the Landlord, which is owned by the parents of Clete Brewer, one of our current directors, who previously served as our Chairman and Chief Executive Officer.

The Original Lease was scheduled to expire on June 30, 2009. The Company and the Landlord entered into the Termination Agreement to terminate the Original Lease prior to its scheduled expiration date. In accordance with the terms of the Termination Agreement, the Company’s obligations to the Landlord cease as of June 30, 2007. The Termination Agreement requires the Company to make a lump sum payment to the Landlord in the amount of $502,800, which represents remaining lease payments due under the Original Lease and partial payment of projected 2008 real estate taxes (the “Termination Payment”).

Termination of the Original Lease is not material to the Company. The Termination Agreement contains no termination penalties, and such premises have not housed Company operations, and have been sublet to a third party, during the last five years. The entrance into the Termination Agreement, and the related Termination Payment, is not expected to have any impact the Company’s quarterly or full-year operating results. The amounts payable under the Termination Agreement were previously accrued for in connection with accruals established at the time the Company discontinued the operations of certain divisions, which were sold by the Company in 2000 and 2001.

The Company elected to enter into the Termination Agreement as a cost savings measure to eliminate, by way of mutual release, any arguable tenant expense and repair obligations under the Original Lease from prior tenant and subtenant use. Additionally, as of June 30, 2007, the Company will no longer incur costs related to real estate taxes, utilities and insurance.

A copy of the Termination Agreement is attached hereto as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Lease Termination Agreement by and between the Company and Brewer Investment II, LLC dated June 28, 2007 and effective as of June 30, 2007.

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: July 3, 2007

EDGEWATER TECHNOLOGY, INC.
By:	/s/    Kevin R. Rhodes
	Name: Kevin R. Rhodes Title: Chief Financial Officer (Principal Financial and Accounting Officer)

EX-10.1

LEASE TERMINATION AGREEMENT

AGREEMENT made by and between BREWER INVESTMENT II, LLC (the “Landlord”) and EDGEWATER TECHNOLOGY, INC., a Delaware corporation (the “Tenant”).

RECITALS

WHEREAS, Tenant leased from Landlord certain premises consisting of approximately 16,400 rentable square feet on the first and second floors of the building commonly known as 302 East Millsap Road, Fayetteville, AR 72703 (the “Premises”) pursuant to a Commercial Lease Agreement dated June 28, 2000 (the “Lease”); and

WHEREAS, the parties hereto have agreed to terminate the Lease upon the terms and conditions set forth herein;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Termination of Lease. The Lease shall terminate effective as of June 30, 2007 (the “Termination Date”), and the Lease shall be void and of no further force and effect on the Termination Date, and neither Landlord or Tenant shall have any further obligation thereunder.

2. Termination Payment. On the Termination Date, Tenant shall pay to Landlord the sum of Five Hundred and Two Thousand Eight Hundred ($502,800.00) Dollars.

3. Landlord—Tenant Mutual Release. In consideration of the Termination Payment, and for other good and valuable consideration, Landlord and Tenant hereby irrevocably and unconditionally remise, release and forever discharge each other and each other’s stockholders, members, officers, directors, managers, employees, representatives, servants and agents and all persons acting by, through, under, or in concert with the other party, both personally and as its agents, or any of them or any of the foregoing’s heirs, personal representatives, successors or assigns of and from any and all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages and any and all claims, counterclaims, demands and liabilities whatsoever of every name and nature, both in law and in equity, which against any of the aforementioned releasees, each party now has or ever had from the beginning of the world to the Termination Date, including, without in any manner limiting the generality of the foregoing, any and all claims, rights or obligations arising out of or relating to the Lease. Each of Landlord and Tenant specifically acknowledges and agrees that the obligations of the other party hereunder shall be in full accord and satisfaction of all

obligations which the other party has or is alleged to have under the terms and conditions of the Lease, and that neither party shall have any further right, claim or entitlement of any nature under the Lease. Each party hereby acknowledges and agrees that the foregoing release is intended as a full and complete release of all of the foregoing claims that it may or might have, and in accepting the terms and conditions of this Agreement, it does so in full settlement of any and all such claims. Tenant hereby further releases and relinquishes any right, title or claim of any nature which Tenant may have with respect to the Caterpillar generator located at the Premises and agrees that Landlord is the sole owner of all right, title and interest in and to said Caterpillar generator.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

7. Counterparts. This Agreement may be executed in one (1) or more counterparts, all of which will be considered one and the same Agreement and will become effective when one (1) or more counterparts have been signed by each of the parties and delivered to the other parties, regardless of whether all of the parties have executed the same counterpart. Counterparts may be delivered via facsimile or electronic mail (including .pdf) or other transmission method and any counterparts so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Executed as a sealed instrument as of this 28th day of June, 2007.

LANDLORD: BREWER INVESTMENT II, LLC
By:	/s/    Jerry T. Brewer
	Jerry T. Brewer, Manager

TENANT: EDGEWATER TECHNOLOGY, INC.
By:	/s/    Shirley Singleton
	Shirley Singleton, President