8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2012

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.)

200 Harvard Mill Square, Suite 210

Wakefield, Massachusetts 01880

(Address of Principal Executive Offices) (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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 29, 2012, Fullscope, Inc. (“Edgewater Fullscope”), a wholly owned subsidiary of Edgewater Technology, Inc. (the “Company”), entered into an Asset Purchase Agreement, dated as of June 29, 2012 (the “Agreement”) with Microsoft Corporation (“Microsoft”).

Under the terms of the Agreement, Microsoft has agreed to purchase Edgewater Fullscope’s Process Industries 2 (“PI2”) software and intellectual property (the “Assets”) for an aggregate purchase price of $3.25 million, payable in installments. Also, Microsoft will engage Edgewater Fullscope in additional development and training services during the integration of the software module into Microsoft’s ERP solution for enterprises, Microsoft Dynamics AX. The Agreement contains representations, warranties, covenants and indemnities, including an agreement by Edgewater Fullscope not to develop, promote, market or sell any software or technology that has the same or substantially similar, in any material respect, features or functions as the Assets or could replace, be used in lieu of or otherwise compete with such Assets. The Company has guaranteed all of Edgewater Fullscope’s obligations under the Agreement.

Edgewater Fullscope is an award-winning Microsoft partner and one of the largest resellers of Microsoft Dynamics AX enterprise resource planning software and services in the United States and Canada. Its customers include discrete, mixed mode and process manufacturers. Edgewater Fullscope also leverages Microsoft products to provide implementation services for Microsoft Dynamics CRM, Business Intelligence and SharePoint.

A copy of the press release issued by the Company concerning the Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Edgewater Technology, Inc. Press Release dated July 5, 2012.

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 6, 2012

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

EX-99.1

Exhibit 99.1

Contacts:

Timothy R. Oakes, Chief Financial Officer

Russell Smith, Senior Vice President / Investor Relations

(781) 246-3343

ir@edgewater.com

Edgewater Fullscope Process Industries 2 Solution

Acquired by Microsoft

Wakefield, MA, July 5, 2012 – Edgewater Technology, Inc. (NASDAQ: EDGW, www.edgewater.com), a strategic consulting firm that brings a blend of business advisory and product-based consulting services to its clients, today announced that Edgewater Fullscope, a wholly-owned subsidiary, has entered into an asset purchase agreement with Microsoft Corporation.

Under the terms of the Agreement, Microsoft has purchased Edgewater Fullscope’s Process Industries 2 (PI2) software and intellectual property for an aggregate of $3.25 million. As part of the agreement, Microsoft will engage Edgewater Fullscope in additional development and training services during the integration of the module into Microsoft’s ERP solution for enterprises, Microsoft Dynamics AX. “Including these capabilities will enable our partners worldwide to deliver standardized industry solutions faster, while giving our customers a packaged solution to meet specific needs of the process manufacturing industry,” said Hal Howard, corporate vice president Microsoft Dynamics Research and Development.

“We are pleased that Microsoft valued our PI2 solution, which was designed and created for chemical, life science and food manufacturers,” said Russell Smith, senior vice president of Edgewater Fullscope. “Our product helps Microsoft Dynamics AX customers address issues such as active ingredient management, lot inheritance and product sequencing. We continue to leverage our industry expertise to develop technology solutions that provide additional value to Microsoft Dynamics AX customers. Our long standing relationship with Microsoft and our deep manufacturing experience has enabled us to consistently develop solutions that support their commitment to develop solutions for the manufacturing industry.”

Edgewater Fullscope has a multi-fold strategy in the Microsoft Dynamics ecosystem. The company provides Microsoft Dynamics AX and CRM implementation and training services, specializes in the process and discrete manufacturing space, and creates private label intellectual property that augments the Microsoft Dynamics AX product for process manufacturers.

About Edgewater

Edgewater is a strategic consulting firm that brings a blend of advisory and product-based consulting services to its 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 and Edgewater Fullscope. To learn more, visit www.edgewater.com or call 800-410-4014.

About Edgewater Fullscope

Edgewater Fullscope, a wholly-owned subsidiary of Edgewater Technology, Inc., is an award-winning Microsoft partner and one of the largest resellers of Microsoft Dynamics AX enterprise resource planning (ERP) software and services in the United States and Canada. Its customers include discrete, mixed mode and process manufacturers. As part of Edgewater, Fullscope also leverages the complete line of Microsoft products to provide implementation services for Microsoft Dynamics CRM, Business Intelligence and SharePoint. For more information, visit www.fullscope.com.

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