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): January 1, 2017

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 January 1, 2017, Edgewater Technology, Inc. (the “Company”) notified Ancora Catalyst Fund LP (“Ancora”) that the Board of Directors of the Company had set the close of business on January 11, 2017 as the record date (the “Record Date”) for purposes of determining the holders of record of the Company’s Common Stock, $0.01 par value per share, eligible to consent in writing to the consent solicitation being undertaken by Ancora and other participants. On January 3, 2017, the Company also issued a press release (the “Press Release”) announcing the Record Date. A copy of the letter from the Company to Ancora, dated January 1, 2017, and a copy of the Press Release, dated January 3, 2017, are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference in their entirety.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Letter, dated January 1, 2017, from Edgewater Technology, Inc. to Ancora Catalyst Fund LP.
99.2	Press Release of Edgewater Technology, Inc., dated January 3, 2017.

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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: January 3, 2017

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

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Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Letter, dated January 1, 2017, from Edgewater Technology, Inc. to Ancora Catalyst Fund LP.
99.2	Press Release of Edgewater Technology, Inc., dated January 3, 2017.

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EX-99.1

Exhibit 99.1

EDGEWATER TECHNOLOGY, INC.

200 Harvard Mill Square, Suite 210

Wakefield, Massachusetts 01880

        January 1, 2017

BY E-MAIL AND OVERNIGHT MAIL

Ancora Catalyst Fund LP

c/o Ancora Advisors, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

Attn: Frederick DiSanto

Re: Notice of Proposed Action by Written Consent of Stockholders

Dear Mr. DiSanto:

Reference is hereby made to that certain letter, dated December 22, 2016, from Ancora Catalyst Fund LP, a Delaware limited partnership (“Ancora”), to Edgewater Technology, Inc., a Delaware corporation (the “Company”), delivering Ancora’s Notice of Proposed Action by Written Consent of Stockholders (the “Ancora Notice”).

As requested by Ancora in the Ancora Notice, and acting pursuant to Article I, Section 9 and Article V, Section 5 of the Company’s Amended and Restated By-laws (the “By-laws”) and Section 213 of the Delaware General Corporation Law (the “DGCL”), the Board of Directors of the Company, acting by unanimous written consent dated as of January 1, 2017, has fixed the close of business on January 11, 2017 as the record date for purposes of determining the holders of record of the Company’s Common Stock, $0.01 par value per share, eligible to consent in writing pursuant to Article I, Section 9 of the By-laws and Section 228 of the DGCL with respect to the Consent of Stockholders of Edgewater Technology, Inc. to Action Without A Meeting dated December 22, 2016 and delivered to the Company by Ancora on that date.

Very truly yours,
EDGEWATER TECHNOLOGY, INC.
By:	/s/ Timothy R. Oakes
Name: Timothy R. Oakes
Title: Chief Financial Officer, Treasurer and Corporate Secretary

cc: Steve Wolosky, Esq., Olshan Frome Wolosky LLP

Aneliya S. Crawford, Esq., Olshan Frome Wolosky LLP

Additional Information

In connection with the consent solicitation initiated by Ancora Catalyst Fund, LP and other parties (collectively, “Ancora”), Edgewater Technology, Inc. (the “Company”) may file a consent revocation statement and other documents regarding the Lone Star proposals with the Securities and Exchange Commission (the “SEC”) and may mail a consent revocation statement and a consent revocation card to each stockholder of record entitled to deliver a written consent with respect to the Lone Star proposals. STOCKHOLDERS ARE ENCOURAGED TO READ ANY CONSENT REVOCATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The final consent revocation statement, if any, may be mailed to stockholders. Investors and stockholders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Edgewater at its website, www.edgewater.com, or 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880, Attention: Corporate Secretary.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of consent revocations in connection with the Ancora proposals. Information concerning the Company’s participants is set forth in the proxy statement, dated April 25, 2016, for its 2016 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of the Company in any solicitation of consent revocations in connection with the Lone Star proposals and other relevant materials, if any, will be filed with the SEC when they become available.

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EX-99.2

Exhibit 99.2

Edgewater Sets Record Date for Proposed Consent Solicitation

Wakefield, MA – January 3, 2017 – Edgewater Technology, Inc. (“Edgewater”)(NASDAQ: EDGW), a leading consulting firm that helps business leaders drive transformational change through its unique selection of business and technology services and specialized product-based solutions, today announced that its Board of Directors has set the close of business on January 11, 2017 as the record date for purposes of determining the stockholders eligible to consent in writing to the consent solicitation being undertaken by Ancora Catalyst Fund LP and other participants.

About Edgewater

Edgewater helps business leaders drive transformational change through its unique selection of business and technology services and specialized product-based solutions.

Classic consulting disciplines (such as business advisory, process improvement, organizational change management, M&A due diligence, and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development, and system integration) to help organizations get the most out of their existing IT assets while creating new digital business models.

Delivering both on premise and in the cloud, Edgewater partners with Oracle and Microsoft to offer Business Analytics, BI, ERP, and CRM solutions. Edgewater Ranzal, an Oracle Platinum Consulting Partner, provides Business Analytics solutions leveraging Oracle EPM, BI, and Big Data technologies. As an award-winning Microsoft partner, Edgewater Fullscope delivers Dynamics AX ERP, Business Intelligence, and CRM solutions, with a specialty in manufacturing.

Additional Information    

In connection with the consent solicitation initiated by Ancora Catalyst Fund, LP and other parties (collectively, “Ancora”), Edgewater Technology, Inc. (the “Company”) may file a consent revocation statement and other documents regarding the Lone Star proposals with the Securities and Exchange Commission (the “SEC”) and may mail a consent revocation statement and a consent revocation card to each stockholder of record entitled to deliver a written consent with respect to the Lone Star proposals. STOCKHOLDERS ARE ENCOURAGED TO READ ANY CONSENT REVOCATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The final consent revocation statement, if any, may be mailed to stockholders. Investors and stockholders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Edgewater at its website, www.edgewater.com, or 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880, Attention: Corporate Secretary.

Participants in Solicitation    

The Company and its directors and executive officers may be deemed to be participants in the solicitation of consent revocations in connection with the Ancora proposals. Information concerning the Company’s participants is set forth in the proxy statement, dated April 25, 2016, for its 2016 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of the Company in any solicitation of consent revocations in connection with the Lone Star proposals and other relevant materials, if any, will be filed with the SEC when they become available.

Company/Investor Contact:

Timothy R. Oakes

Chief Financial Officer

Phone: (781) 246-3343

E-mail: toakes@edgewater.com

Media Contact:

Sard Verbinnen & Co

Bryan Locke / Debbie Miller

Phone: (312) 895-4700

E-mail: blocke@sardverb.com / dmiller@sardverb.com