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): February 16, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On February 22, 2017, Edgewater Technology, Inc., a Delaware corporation (the “Company”), notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of the removal of two members of the Company’s Audit Committee (the “Audit Committee”) from the Board of Directors of the Company (the “Board”), effective as of February 16, 2017, the Audit Committee consisted of only two members and no longer consisted of at least three members as required by Nasdaq Rule 5605(c)(2)(A). Under Nasdaq Rule 5605(c)(4)(B), the Company has 180 days from the rule violation to cure the non-compliance. In light of the removal of certain members of the Board and the election of new members to the Board, as discussed in Item 5.02 below, the Board intends to assess all committee assignments and cure the non-compliance with Nasdaq Rule 5605(c)(2)(A).

The disclosure in Items 5.02 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Removal of Directors

Effective as of February 16, 2017, stockholders of the Company holding a majority of the outstanding shares of Common Stock of the Company (the “Common Stock”) and acting by written consent of stockholders under Section 228 of the Delaware General Corporation Law (the “DGCL”), consented to remove Paul E. Flynn, Paul Guzzi, Michael R. Loeb and Wayne Wilson from the Board.

Election of Directors

Effective as of February 16, 2017, stockholders of the Company holding a majority of the outstanding shares of Common Stock and acting by written consent of stockholders under Section 228 of the DGCL, consented to elect Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and Kurtis J. Wolf (the “Newly Elected Directors”) to the Board. The Newly Elected Directors filled the vacancies created by the removal of Messrs. Flynn, Guzzi, Loeb and Wilson.

The members of Ancora Advisors, LLC (together with its affiliates, “Ancora”), a principal stockholder of the Company, and each of the Newly Elected Directors were deemed to be members of a “Group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The members of Ancora and the Newly Elected Directors entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to

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the securities of the Company, (b) the parties agreed to form a Group for the purpose of (i) soliciting written consents or proxies in favor of the Proposals (as defined in Item 5.07 below), (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing, and (c) Ancora agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations. Other than as noted herein, the Company is not aware of any arrangements or understandings between members of Ancora and any of the Newly Elected Directors or any other person or persons relating to the election of the Newly Elected Directors.

The Board has not yet determined Board committee assignments for the Newly Elected Directors.

In connection with his election to the Board, each of the Newly Elected Directors received a nonstatutory stock option under the Company’s Amended and Restated 2000 Stock Option Plan, as amended, to purchase 20,000 shares of Common Stock at an exercise price of $6.45 per share, which was the closing price of the Common Stock on Nasdaq on February 16, 2017. Each nonstatutory stock option has a term of five years and vests in three equal annual installments.

The disclosure in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective as of February 16, 2017, stockholders of the Company holding a majority of the outstanding shares of Common Stock and acting by written consent of stockholders under Section 228 of the DGCL, consented to two amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”).

The stockholders amended Article II, Section 1 of the By-Laws to fix the size of the Board at eight members (the “Board Size Amendment”). Prior to the adoption of the Board Size Amendment, a majority of the Board, acting from time to time by resolution, could fix the number of directors constituting the Board.

The stockholders also amended Article II, Section 2 of the By-Laws to provide that any vacancies on the Board resulting from removal of directors by the stockholders of the Company would be filled exclusively by the stockholders of the Company (the “Vacancy Amendment”). Prior to the adoption of the Vacancy Amendment, all vacancies on the Board could be filled by the affirmative vote of a majority of directors then in office, although less than a quorum.

The descriptions of the Board Size Amendment and the Vacancy Amendment are qualified in their entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The disclosure in Item 5.07 of this Current Report on Form 8-K is also incorporated herein by reference.

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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Effective as of February 16, 2017, stockholders of the Company holding a majority of the outstanding shares of Common Stock and acting by written consent of stockholders under Section 228 of the DGCL (the “Consent”), consented to the following five proposals (collectively, the “Proposals”) included in Ancora’s Definitive Consent Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2017:

Proposal 1 – Repeal of any provision of the By-Laws in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the By-Laws that were in effect on September 26, 2007 and were filed with the SEC on September 28, 2007 (the “By-Law Restoration Proposal”);

Proposal 2 – Removal without cause of four members of the Board: Paul E. Flynn, Paul Guzzi, Michael R. Loeb and Wayne Wilson, including any person (other than those elected by Ancora’s consent solicitation) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships on or after December 22, 2016 and prior to the effectiveness of the Proposals (the “Removal Proposal”);

Proposal 3 – Amendment of Article II, Section 2 of the By-Laws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company (the “Vacancy Proposal”);

Proposal 4 – Amendment of Article II, Section 1 of the By-Laws to fix the size of the Board at eight members (the “Board Size Proposal”); and

Proposal 5 – Election of Ancora’s four nominees: Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and Kurtis J. Wolf, to serve as directors of the Company (or, if any such nominee is unable or unwilling to serve as a director of the Company, any other person designated as a nominee by the remaining nominee or nominees) (the “Election Proposal”).

On January 9, 2017, the Company filed a Definitive Consent Revocation Statement on Schedule 14A with the SEC in opposition to the Proposals. The Board set the close of business on January 11, 2017 as the record date for determining stockholders entitled to give their written consent to the Proposals (the “Record Date”). As of the Record Date, there were 12,880,356 shares of Common Stock outstanding. All five Proposals passed, and the results of the Consent are below:

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Proposal	Consenting		Against Consenting		Abstaining
No. 1 — By-Law Restoration Proposal		8,925,658		27,541		11,064
No. 2 — Removal Proposal
Paul E. Flynn		6,443,426		2,509,111		11,726
Paul Guzzi		6,453,695		2,498,842		11,726
Michael R. Loeb		8,919,270		33,267		11,726
Wayne Wilson		8,912,551		39,986		11,726
No. 3 — Vacancy Proposal		8,923,866		29,430		10,967
No. 4 — Board Size Proposal		8,914,666		38,630		10,967
No. 5 — Election Proposal
Matthew Carpenter		8,920,318		33,084		10,861
Frederick DiSanto		8,920,318		33,084		10,861
Jeffrey L. Rutherford		6,449,325		2,504,077		10,861
Kurtis J. Wolf		6,449,325		2,504,077		10,861

As a result of the adoption of the Removal Proposal and the Election Proposal, the current members of the Board are Stephen Bova, Matthew Carpenter, Frederick DiSanto, Nancy Leaming, Jeffrey L. Rutherford, Shirley Singleton, Timothy Whelan and Kurtis J. Wolf.

ITEM 8.01 OTHER EVENTS

On February 23, 2017, the Company issued a press release (the “Press Release”) relating to the results of the Proposals. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
3.1	Amendments to the Amended and Restated By-Laws of Edgewater Technology, Inc.
99.1	Press Release of Edgewater Technology, Inc., dated February 23, 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: February 23, 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
3.1	Amendments to the Amended and Restated By-Laws of Edgewater Technology, Inc.
99.1	Press Release of Edgewater Technology, Inc., dated February 23, 2017.

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EX-3.1

Exhibit 3.1

Amendments to the Amended and Restated By-laws of Edgewater Technology, Inc.

(Adopted by the Stockholders as of February 16, 2017)

Article II, Section 1 of the Amended and Restated By-Laws of Edgewater Technology, Inc. is hereby amended by replacing the second sentence of such section with the following:

“The number of Directors constituting the Board of Directors shall be eight members; provided, however, that the number of Directors constituting the Board of Directors may be adjusted from time to time by (i) a By-Law amending this Section 1 duly adopted by the Board of Directors or by the stockholders or (ii) a resolution passed by a majority of the Board of Directors.”

Article II, Section 2 of the Amended and Restated By-Laws of Edgewater Technology, Inc. is hereby amended and restated to read as follows:

“SECTION 2. Vacancies and Additional Directors. Unless otherwise required by law or the Certificate of Incorporation, vacancies on the Board of Directors caused by death, resignation, retirement or disqualification, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his successor is elected and qualified or until his earlier resignation or removal; however, the stockholders shall have the exclusive ability to fill any vacancies on the Board of Directors arising from the removal of any Director(s) by the stockholders, and any Director(s) so chosen shall hold office until a successor is elected and qualified or until such Director’s earlier resignation or removal.”

EX-99.1

Exhibit 99.1

Edgewater Technology and Ancora Advisors Announce Results of Consent Solicitation

Wakefield, MA and Cleveland, OH – February 23, 2017 – Edgewater Technology, Inc. (“Edgewater” or the “Company”) (NASDAQ: EDGW) and Ancora Advisors, LLC (together with its affiliates, “Ancora”), a 9.2% stockholder of Edgewater, announced today that the Company has received consents from the holders of a majority of its common stock in respect of Ancora’s previously announced consent solicitation. The written consent of the Company’s stockholders removes four current members of the Board of Directors of Edgewater, replaces them with Ancora’s director nominees, and makes certain changes to the Company’s governing documents to enable such actions.

Effective as of February 16, 2017, the date on which Ancora presented the Company with the required number of shareholder consents, Ancora nominees Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford, and Kurtis J. Wolf joined Edgewater’s Board of Directors. Current Edgewater Directors Paul E. Flynn, Paul Guzzi, Michael R. Loeb and Wayne Wilson will no longer serve on the Board of Directors, effective as of February 16, 2017. Current Edgewater Directors Stephen R. Bova, Nancy L. Leaming, Shirley Singleton and Timothy Whelan will remain on the Board.

“We appreciate the feedback we have received from Edgewater stockholders and welcome our new directors to the Board,” commented Shirley Singleton, Edgewater’s chairman, president and CEO. “We look forward to working collaboratively to drive shareholder value and we will immediately begin to work on a smooth transition and onboarding of our new directors.”

“We are very pleased with the results of the consent solicitation and are eager to work together with the rest of Edgewater’s Board in unlocking underlying value.” commented Fred DiSanto, chairman and CEO of Ancora. “The Board recognizes the significant contributions made by the Company’s employees, its most valuable asset, and looks forward to working with them to grow the Company’s business.”

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.

About Ancora

Ancora Advisors, LLC, is a registered investment adviser with the Securities and Exchange Commission of the United States. Ancora offers comprehensive investment solutions for institutions and individuals in

the areas of fixed income, equities, global asset allocation, alternative investments and retirement plans. A more detailed description of the company, its management and practices are contained in its “Firm Brochure” (Form ADV, Part 2A). A copy of this form may be received by contacting the company at: 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124, Phone: 216-825-4000, or by visiting the website, www.ancora.net/adv.

Forward Looking Statements

This document contains statements that may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, tax consequences or achievements to be materially different from any future results, levels of activity, growth, performance, tax consequences or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed below. The forward-looking statements included in this document are related to future events or the Company’s strategies or future financial performance, future revenue and growth, customer spending outlook, general economic trends, IT service demand, future revenue and revenue mix, utilization, new service offerings, significant customers, competitive and strategic initiatives, growth plans, potential stock repurchases, future results, tax consequences and liquidity needs. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “anticipated,” “expectation,” “continued,” “future,” “forward,” “potential,” “estimate,” “estimated,” “forecast,” “project,” “encourage,” “opportunity,” “goal,” “objective,” “could,” “expect,” “expected,” “intend,” “plan,” “planned,” “will,” “predict,” or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans or assessments which are believed to be reasonable as of the date of this document. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecasted, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) failure to obtain new customers or retain significant existing customers; (2) the loss of one or more key executives and/or employees; (3) changes in industry trends, such as a decline in the demand for Enterprise Resource Planning and Enterprise Performance Management solutions, custom development and system integration services and/or declines in industry-wide information technology spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones; (4) inability to execute upon growth objectives, including new services and growth in entities acquired by our Company; (5) adverse developments and volatility involving geopolitical or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in the matters identified under “Critical Accounting Policies” in our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016; (7) delays in, or the failure of, our sales pipeline being converted to billable work and recorded as revenue; (8) termination by customers of their contracts with us or inability or unwillingness of customers to pay for our services, which may impact our accounting assumptions; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) failure to expand outsourcing services to generate additional revenue; (11) any changes in ownership of the Company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws; (12) the possibility that activist shareholders may wage proxy or consent contests or gain representation on or control of our Board of Directors, causing uncertainty about the direction of our business; (13) the failure of the marketplace to embrace advisory and product-based consulting services; (14) difficulties and costs associated with transitioning to the cloud; (15) the inability to achieve the

expected synergies from our 2015 acquisitions; and/or (16) changes in the Company’s utilization levels. In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under “Part I—Item IA. Risk Factors” in our 2015 Annual Report.

These factors may cause the Company’s actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Although the Company believes that the expectations in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such statements. Except as otherwise required, the Company undertakes no obligation to update any of the forward-looking statements after the date of this document to conform such statements to actual results.

Contacts

For Edgewater –

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

For Ancora –

Investor Contact:

InvestorCom

John Glenn Grau

Phone: (203) 972-9300 Ext. 11