8-K

0001193125-15-394448.txt : 20151203 0001193125-15-394448.hdr.sgml : 20151203 20151203171209 ACCESSION NUMBER: 0001193125-15-394448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151202 ITEM INFORMATION: Other Events FILED AS OF DATE: 20151203 DATE AS OF CHANGE: 20151203 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: 151268056 BUSINESS ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 d75338d8k.htm 8-K 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): December 2, 2015

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

(Former name or former address, if changed since last report.)

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 2, 2015, Lone Star Value Investors, LP (together with its affiliates, “Lone Star”) announced that it was withdrawing at that time its consent solicitation campaign to solicit consents from stockholders of Edgewater Technology, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect of which would be to remove five current members of the Board of Directors of the Company, representing all current directors other than the Company’s Chief Executive Officer, and replace them with five director nominees selected by Lone Star (the “Lone Star Solicitation”). In light of Lone Star’s withdrawal of the Lone Star Solicitation, the Company, which filed a definitive consent revocation statement with the Securities and Exchange Commission on November 25, 2015, is withdrawing at this time its solicitation of consent revocations in opposition to the Lone Star Solicitation.

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 3, 2015


EDGEWATER TECHNOLOGY, INC.

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