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): April 1, 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
(Address of Principal Executive Offices) (Zip Code)
Registrants 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 4.01 | CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT |
Edgewater Technology, Inc. (the Company) dismissed Deloitte & Touche LLP (the Former Auditor) as its independent registered public accounting firm, effective April 1, 2011, and has engaged BDO USA, LLP as its new independent registered public accounting firm, effective as of April 7, 2011. The Companys Audit Committee made the decision to change independent accountants, acting under the authority delegated to it by the Companys Board of Directors and in accordance with its Audit Committee Charter. As described below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Auditor.
(a) | Previous Independent Accountants |
On April 1, 2011, the Company dismissed the Former Auditor as its independent registered public accounting firm.
The reports of the Former Auditor on the Companys consolidated financial statements as of and for the years ended December 31, 2010 and 2009, did not contain adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years and through April 1, 2011, there (a) have been no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of such disagreements in its reports on the financial statements for such years and (b) were no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from the Former Auditor is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.
(b) | New Independent Accountants |
On April 7, 2011, the Company engaged BDO USA, LLP (the New Auditor), as its independent registered public accounting firm for the year ending December 31, 2011. The Audit Committee made the decision to engage the New Auditor acting under the authority delegated to it by the Companys Board of Directors.
The Company has not consulted with the New Auditor during its two most recent fiscal years or during any subsequent interim period prior to its appointment as New Auditor regarding either (i) the application of accounting principles to a specified transaction, either
-2-
completed or proposed; or the type of audit opinion that might be rendered on the Companys consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
16.1 | Letter from Deloitte & Touche LLP |
-3-
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: April 7, 2011
EDGEWATER TECHNOLOGY, INC. | ||
By: | /s/ Timothy R. Oakes | |
Name: Timothy R. Oakes | ||
Title: Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
-4-
Exhibit Index
Exhibit |
Description of Exhibit | |
16.1 | Letter from Deloitte & Touche LLP |
-5-
Exhibit 16.1
April 7, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Edgewater Technology, Inc.s Form 8-K dated April 7, 2010, and have the following comments:
1. | We agree with the statements made in Item 4.01(a). |
2. | We have no basis on which to agree or disagree with the statements made in Item 4.01(b). |
Yours truly,
/s/ Deloitte & Touche LLP
Boston, Massachusetts
- 1 -