sc13da306470007_1222016.htm

0001193805-16-004408.txt : 20161222 0001193805-16-004408.hdr.sgml : 20161222 20161222085852 ACCESSION NUMBER: 0001193805-16-004408 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49699 FILM NUMBER: 162065136 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ancora Advisors, LLC CENTRAL INDEX KEY: 0001446114 IRS NUMBER: 331033773 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6060 PARKLAND BOULEVARD, SUITE 200 CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2168254000 MAIL ADDRESS: STREET 1: 6060 PARKLAND BOULEVARD, SUITE 200 CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13D/A 1 e615647_sc13da-edgewater.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306470007_1222016.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Edgewater Technology, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

720279108

(CUSIP Number)

FREDERICK DISANTO

ANCORA ADVISORS, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 22, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Ancora Catalyst Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 444,371
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 444,371
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON AAMAF LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 40,665
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 40,665
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Merlin Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 625,878
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 625,878
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,878
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Ancora Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,176,414
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,176,414
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,176,414
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Frederick DiSanto
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,176,414
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,176,414
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,176,414
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Matthew Carpenter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Jeffrey L. Rutherford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 720279108

1	NAME OF REPORTING PERSON Kurtis J. Wolf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 50,000*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 50,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

*Represents 50,000 Shares purchased by Hestia Capital Partners LP that Mr. Wolf may be deemed to beneficially own.

CUSIP NO. 720279108

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated as follows:

(a) This statement is filed by:

(i)

Ancora Catalyst Fund LP, a Delaware limited partnership (“Ancora Catalyst Fund”);

(ii)

AAMAF LP, a Delaware limited partnership (“AAMAF”);

(iii)

Merlin Partners LP, a Delaware limited partnership (“Merlin Partners” and together with Ancora Catalyst Fund and AAMAF, the “Funds”);

(iv)

Ancora Advisors, LLC, a Delaware limited liability company (“Ancora Advisors”), which serves investment advisor to each of the Funds, the Ancora Special Opportunities Fund and accounts separately managed by Ancora Advisors (the “Separately Managed Accounts”) and as general partner of each of the Funds;

(v)

Frederick DiSanto, who serves as Chairman and Chief Executive Officer of Ancora Advisors and as a nominee for the Board of Directors of the Issuer (the “Board”);

(vi)

Matthew Carpenter, as a nominee for the Board;

(vii)

Jeffrey L. Rutherford, as a nominee for the Board; and

(viii)

Kurtis J. Wolf, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of the Funds, Ancora Advisors and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The address of the principal office of Mr. Carpenter is 400 Club Drive, Aurora, Ohio 44202. The address of the principal office of Mr. Rutherford is 14784 River Glen Drive, Novelty, Ohio 44072. The address of the principal office of Mr. Wolf is c/o Hestia Capital Management LLC, 175 Brickyard Road, Adams Township, Pennsylvania 16046.

(c) The principal business of each of the Funds is investing in securities. The principal business of Ancora Advisors is serving as a registered investment advisor to certain of its affiliates, including each of the Funds, the Ancora Special Opportunities Fund the Separately Managed Accounts, and serving as the general partner of each of the Funds. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Advisors. The principal occupation of Mr. Carpenter is serving as the Chairman and Chief Executive Officer of Vertical Knowledge, L.L.C. Mr. Rutherford is a private investor. The principal occupation of Mr. Wolf is serving as the Managing Member and Chief Investment Officer of Hestia Capital Management LLC.

CUSIP NO. 720279108

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. DiSanto, Carpenter, Rutherford and Wolf are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of the Funds and held in the Ancora Special Opportunities Fund and Separately Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 444,371 Shares owned directly by Ancora Catalyst Fund is approximately $3,376,035, including brokerage commissions. The aggregate purchase price of the 40,665 Shares owned directly by AAMAF is approximately $278,099, including brokerage commissions. The aggregate purchase price of the 625,878 Shares owned directly by Merlin Partners is approximately $5,012,416, including brokerage commissions. The aggregate purchase price of the 12,000 Shares held in the Ancora Special Opportunities Fund is approximately $86,146, excluding brokerage commissions. The aggregate purchase price of the 53,500 Shares held by the Separately Managed Accounts is approximately $381,691, including brokerage commissions.

The Shares purchased by Hestia Capital Partners LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 50,000 Shares owned directly by Hestia Capital Partners LP is approximately $361,874, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 22, 2016, the Reporting Persons filed with the Securities and Exchange Commission (the “SEC”) a preliminary solicitation statement (the “Consent Statement”) to, inter alia, seek shareholder consents to: (i) to remove incumbents: Paul E. Flynn, Paul Guzzi, Michael R. Loeb and Wayne Wilson, from the Board, (ii) fix the size of the Board at eight directors, and (iii) to elect four highly-qualified nominees: Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and Kurtis J. Wolf (the “Nominees”) to the Board.

Also on December 22, 2016, the Reporting Persons issued a press release stating their belief that urgent and substantial change is needed on the Board. The Reporting Persons have serious concerns regarding the way the Issuer has been managed by certain senior executives, specifically Edgewater’s Chief Executive Officer, Shirley Singleton, and Chief Technology Officer, David Clancey, and the lack of effective oversight by the Board, which has generously compensated Ms. Singleton and Mr. Clancey at the expense of properly incentivizing the Issuer’s key producers. The Reporting Persons believe the Issuer’s bloated SG&A expenses, declining consultant utilization rates and excessive compensation paid to Ms. Singleton and Mr. Clancey have negatively impacted the Issuer’s stock price. Further, the Reporting Persons believe the Board has failed to adequately explore all strategic opportunities to maximize stockholder value and failed to adequately vet the opportunity to monetize parts of the Issuer which led to the failure of the lengthy strategic review. The full text of the press release is attached herein as Exhibit 99.1.

CUSIP NO. 720279108

The Reporting Persons intend to continue to engage in discussions with the Board, management and shareholders of the Issuer

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 12,377,512 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016.

A.	Ancora Catalyst Fund

(a)

As of the close of business on December 21, 2016, Ancora Catalyst Fund beneficially owned 444,371 Shares.

Percentage: Approximately 3.6%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 444,371

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 444,371

(c)

The transactions in the Shares by Ancora Catalyst Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

AAMAF

(a)

As of the close of business on December 21, 2016, AAMAF beneficially owned 40,665 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 40,665

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 40,665

(c)

The transactions in the Shares by AAMAF since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Merlin Partners

(a)

As of the close of business on December 21, 2016, Merlin Partners beneficially owned 625,878 Shares.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 625,878

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 625,878

(c)

The transactions in the Shares by Merlin Partners since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 720279108

D.	Ancora Advisors

(a)

As of the close of business on December 21, 2016, 12,000 Shares were held in the Ancora Special Opportunities Fund and 53,500 Shares were held in the Separately Managed Accounts. Ancora Advisors, as the investment advisor to each of the Funds, the Ancora Special Opportunities Fund and the Separately Managed Accounts and as the general partner of each of the Funds, may be deemed the beneficial owner of the (i) 444,371 Shares owned by Ancora Catalyst Fund, (ii) 40,665 Shares owned by AAMAF, (iii) 625,878 Shares owned by Merlin Partners, (iv) 12,000 Shares held in the Ancora Special Opportunities Fund and (v) 53,500 Shares held in the Separately Managed Accounts.

Percentage: Approximately 9.5%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,176,414

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,176,414

(c)

Ancora Advisors has not entered into any transactions in the Shares the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds and through the Ancora Special Opportunities Fund and Separately Managed Accounts since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.	Mr. DiSanto

(a)

Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed the beneficial owner of the (i) 444,371 Shares owned by Ancora Catalyst Fund, (ii) 40,665 Shares owned by AAMAF, (iii) 625,878 Shares owned by Merlin Partners, (iv) 12,000 Shares held in the Ancora Special Opportunities Fund and (v) 53,500 Shares held in the Separately Managed Accounts.

Percentage: Approximately 9.5%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,176,414

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,176,414

(c)

Mr. DiSanto has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds and through the Ancora Special Opportunities Fund and Separately Managed Accounts since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Mr. Carpenter

(a)

As of the close of business on December 21, 2016, Mr. Carpenter did not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Carpenter has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

CUSIP NO. 720279108

G.	Mr. Rutherford

(a)

As of the close of business on December 21, 2016, Mr. Rutherford did not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Rutherford has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

Mr. Wolf

(a)

As of the close of business on December 21, 2016, Hestia Capital Partners LP beneficially owned 50,000 shares. Mr. Wolf, as the Managing Member and Chief Investment Officer of Hestia Capital Management LLC, may be deemed the beneficial owner of 50,000 Shares owned by Hestia Capital Partners LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 50,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 50,000

(c)

Mr. Wolf has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Hestia Capital Partners LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

CUSIP NO. 720279108

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 22, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit written consents or proxies in favor of the proposals set forth in the Consent Statement, and (c) Ancora Advisors and certain of its affiliates 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. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Press Release, dated December 22, 2016.

99.2

Joint Filing and Solicitation Agreement, dated December 22, 2016.

99.3

Form of Power of Attorney.

CUSIP NO. 720279108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 22, 2016

Ancora Catalyst Fund LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

AAMAF LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Merlin Partners LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Advisors, LLC

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

	/s/ Frederick DiSanto
	FREDERICK DISANTO
	Individually and as attorney-in-fact for Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf

CUSIP NO. 720279108

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

ANCORA CATALYST FUND LP

7,516	7.0390	12/07/2016
1,016	7.0776	12/07/2016
10,000	6.6577	12/08/2016
4,170	6.8073	12/09/2016
3,090	6.8479	12/12/2016
1,000	6.7274	12/12/2016
1,977	6.8994	12/13/2016
600	6.8167	12/13/2016
863	7.0255	12/14/2016
500	7.0320	12/14/2016
4,900	6.7885	12/15/2016
4,350	6.7156	12/16/2016

AAMAF LP

4,115

6.2991

12/07/2016

MERLIN PARTNERS LP

5,000	6.9785	12/07/2016
261	6.6257	12/08/2016
5,000	6.5739	12/08/2016
5,000	6.7662	12/09/2016
4,739	6.7537	12/09/2016
5,000	6.7441	12/09/2016
15,766	7.0285	12/14/2016

ANCORA ADVISORS, LLC

(Through the Ancora Special Opportunities Fund)

3,900	6.6175	12/07/2016
2,000	6.7771	12/15/2016

CUSIP NO. 720279108

ANCORA ADVISORS, LLC

(Through the Separately Managed Account)

2,000	6.6949	12/07/2016
2,000	6.7848	12/08/2016
2,500	6.8619	12/12/2016
2,500	7.0326	12/14/2016
1,500	7.0714	12/14/2016
2,000	7.0656	12/14/2016
1,000	7.0730	12/14/2016
1,000	7.0730	12/14/2016
7,000	7.0604	12/14/2016
6,000	7.0605	12/14/2016

KURTIS J. WOLF

(Through Hestia Capital Partners LP)

4,000	6.9785	12/20/2016
46,000	7.2600	12/21/2016

EX-99.1 2 e615647_ex99-1.htm PRESS RELEASE Unassociated Document

Exhibit 99.1

ANCORA ADVISORS FIGHTS TO MAXIMIZE VALUE FOR EDGEWATER (NASDAQ: EDGW) STAKEHOLDERS

Launches Consent Solicitation to Replace Four Incumbents with Highly-Qualified Independent Directors

Believes the Company’s Recent Strategic Process Was Flawed

Considering All Options to Enhance Value

CLEVELAND, December 22, 2016 /PRNewswire/ -- Ancora Advisors LLC (“Ancora”), a 9.5% shareholder of Edgewater Technology Inc. (“Company” or “Edgewater”), filed a consent solicitation with the SEC earlier this morning. Please find below a summary of and link to the full text of the filing.

The ultimate effect of the consent solicitation if successful would be to remove four existing members of the Board of Directors of Edgewater (the “Board”): Paul E. Flynn, Paul Guzzi, Michael Loeb and Wayne Wilson, and replace them with four highly qualified director nominees: Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and Kurtis J. Wolf, each of whom is fully committed to ensuring that the best interests of stockholders are properly prioritized during this critical period.

Ancora firmly believes that urgent and substantial change is needed on the Board. Ancora has serious concerns regarding the way the Company has been managed by certain senior executives, specifically Edgewater’s Chief Executive Officer, Shirley Singleton, and Chief Technology Officer, David Clancey, and the lack of effective oversight by the Board, which has generously compensated Ms. Singleton and Mr. Clancey at the expense of properly incentivizing the Company’s key producers. Ancora believes the Company’s bloated SG&A expenses, declining consultant utilization rates and excessive compensation paid to Ms. Singleton and Mr. Clancey have negatively impacted the Company’s stock price. Despite the value erosion that has occurred at the Company, the Board has failed to hold senior management accountable and has generally failed to effectively oversee the business in a manner that adequately protects stockholder value, as evidenced by the Board’s recent decision to renew Ms. Singleton and Mr. Clancey’s employment agreements for another year.

Further, Ancora believes the Board has failed to adequately explore all strategic opportunities to maximize stockholder value during the Company’s nearly year-long formal review of strategic alternatives, which was terminated on November 14, 2016. Ancora believes that the Board failed to adequately vet the opportunity to monetize parts of the Company and was a leading factor in the failure of the lengthy strategic review to achieve anything other than a renewed commitment by the Board to what we believe is the Company’s failed existing strategy.

Edgewater stockholders deserve an independent board that will truly look out for stockholders’ best interests and will ensure management accountability. Ancora urges shareholders to join in seeking to remove four current directors of Edgewater: Paul E. Flynn, Paul Guzzi, Michael Loeb and Wayne Wilson, and elect Ancora’s four highly-qualified nominees: Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and Kurtis J. Wolf, each of whom has the relevant experience necessary to maximize value for Edgewater’s shareholders.

Please click the following link to access the full filing: https://www.sec.gov/Archives/edgar/data/1017968/000119380516004405/e615646_pre14a-edgewater.htm

About Ancora Advisors:

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

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Ancora Advisors, LLC, together with the other participants named herein (collectively, “Ancora”), has made a preliminary filing with the Securities and Exchange Commission (“SEC”) of a consent statement and an accompanying consent card to be used to solicit consents from stockholders of Edgewater Technology, Inc., a Delaware corporation (“Edgewater” or the “Company”), for a number of proposals, the ultimate effect of which, if successful, would be to remove four current members of the Board of Directors of Edgewater, and replace them with Ancora’s four highly qualified director nominees.

ANCORA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' CONSENT SOLICITOR.

Ancora Catalyst Fund LP (“Ancora Catalyst Fund”), AAMAF LP (“AAMAF”), Merlin Partners LP (“Merlin Partners”), Ancora Advisors, LLC (“Ancora Advisors”), Frederick DiSanto, Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf are participants in this solicitation.

As of the date hereof, Ancora Catalyst Fund directly owned 444,371 shares of Common Stock, 250 shares of which are held in record name. As of the date hereof, AAMAF directly owned 40,665 shares of Common Stock. As of the date hereof, Merlin Partners directly owned 625,878 shares of Common Stock. Ancora Advisors, as the investment adviser of Ancora Catalyst Fund, AAMAF, Merlin Partners, Ancora Special Opportunities Fund and accounts separately managed by Ancora Advisors (the “Separately Managed Accounts”), may be deemed to beneficially own 1,176,414 shares of Common Stock (consisting of (i) 444,371 shares of Common Stock directly owned by Ancora Catalyst Fund, (ii) 40,665 shares of Common Stock directly owned by AAMAF, (iii) 625,878 shares of Common Stock directly owned by Merlin Partners, (iv) 53,500 shares of Common Stock held in certain separately managed accounts and (v) 12,000 shares of Common Stock held in the Ancora Special Opportunities Fund). Frederick DiSanto, as the Chief Executive Officer of Ancora Advisors, may be deemed to beneficially own the 1,176,414 shares owned by Ancora Advisors. As of the date hereof, Kurtis J. Wolf, as the Managing Member and Chief Investment Officer of Hestia Capital Management LLC, the general partner of Hestia Capital Partners LP, may be deemed to beneficially own the 50,000 shares of Common Stock directly owned by Hestia Capital Partners LP. As of the date hereof, none of Messrs. Carpenter or Rutherford beneficially owned any shares of Common Stock.

EX-99.2 3 e615647_ex99-2.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da306470007_1222016.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, Edgewater Technology, Inc., a Delaware corporation (the “Company”);

WHEREAS, Ancora Catalyst Fund LP, a Delaware limited partnership, AAMAF LP, a Delaware limited partnership, Merlin Partners LP, a Delaware limited partnership, Ancora Advisors, LLC, a Delaware limited liability company, and Frederick DiSanto (together, “Ancora”), Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf wish to form a group for the purpose of 1) seeking representation on the Board of Directors of the Company (the “Board”) through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof) and 2) taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 22nd day of December 2016 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Ancora or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member prior to the filing or submission thereof.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Ancora of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of 1) seeking representation on the Board of Directors of the Company (the “Board”) through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof), 2) taking such other actions as the parties deem advisable, and 3) taking all other action necessary or advisable to achieve the foregoing.

4. Ancora shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5. Each of the undersigned agrees that any SEC filing, press release, communication to the Company or communication to other stockholders proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as determined by Ancora (“Company Communication”). Ancora will provide notice to and a reasonable opportunity for each of the Parties to review and comment upon any such SEC filing, press release or communication, or any proposed agreement or negotiating position with respect to the Company. Subject to the foregoing, the Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities. In the absence of disagreement, Ancora shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for each of the Group and Ancora relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Dated: December 22, 2016

Ancora Catalyst Fund LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

AAMAF LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Merlin Partners LP

By:	Ancora Advisors, LLC General Partner

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Advisors, LLC

By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

	/s/ Frederick DiSanto
	FREDERICK DISANTO
	Individually and as attorney-in-fact for Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf

EX-99.3 4 e615647_ex99-3.htm FORM OF POWER OF ATTORNEY ex993to13da306470007_1222016.htm

Exhibit 99.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Frederick DiSanto the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Edgewater Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Ancora Advisors, LLC or any of its affiliates (collectively, the “Ancora Group”) and (ii) the solicitation of written consents or proxies that the Ancora Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Ancora Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ancora Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ancora Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __ day of December 2016.

	______________________________
	NAME