January 17, 2017
Ms. Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Edgewater Technology, Inc. |
Definitive Additional Soliciting Material |
Filed January 10, 2017 |
File No. 000-20971 |
Dear Ms. Piland Posil:
Edgewater Technology, Inc., a Delaware corporation (Edgewater Technology), is submitting this letter in response to the comment letter of the staff (the Staff) of the Securities and Exchange Commission (the SEC), dated January 11, 2017, with respect to the above-referenced Definitive Additional Soliciting Material filed by Edgewater Technology on January 10, 2017 (the Soliciting Material), which has been filed in connection with Edgewater Technologys Definitive Consent Revocation Statement.
Edgewater Technology has filed today a revised version of the Soliciting Material (the Revised Investor Presentation) together with this letter via EDGAR correspondence.
For your convenience, the text of the Staffs comment is set forth in bold below, followed by the response to the comment. Unless otherwise indicated, page references in the response set forth below are to the pages of the Revised Investor Presentation as filed on EDGAR.
Investor Presentation
1. | Please avoid issuing statements that directly or indirectly impugn character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Please note that the factual foundation for such assertions must be reasonable. Refer to Note (b) of Rule 14a-9. Please provide us with the factual foundation for the following disclosure: Ancora[s] nominees fundamentally lack credibility. |
Response: In response to the Staffs comment, the applicable statement in the Soliciting Material has been revised. Please see page 6 of the Revised Investor Presentation.
* * *
Tiffany Piland Posil
U.S. Securities and Exchange Commission
January 17, 2017
If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact the undersigned at (781) 246-6984.
Very truly yours, |
/s/ Timothy R. Oakes |
Timothy R. Oakes Chief Financial Officer Edgewater Technology, Inc. |
cc: | James P. Dougherty, Esq., Jones Day |
James R. Burke, Esq., Hinckley Allen
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