Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - EDGEWATER TECHNOLOGY INC/DE/ | d91900dex991.htm |
| EX-99.2 - EX-99.2 - EDGEWATER TECHNOLOGY INC/DE/ | d91900dex992.htm |
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): November 5, 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) |
| x | 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 November 5, 2015, Edgewater Technology, Inc. (the “Company”) notified Lone Star Value Investors, LP (“Lone Star”) that the Board of Directors of the Company had set the close of business on November 13, 2015 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 Lone Star and certain of its affiliates. On November 5, 2015, the Company also issued a press release (the “Press Release”) announcing the Record Date. A copy of the letter from the Company to Lone Star and a copy of the Press Release, each dated November 5, 2015, 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 |
Description of Exhibit | |
| 99.1 | Letter, dated November 5, 2015, from Edgewater Technology, Inc. to Lone Star Value Investors, LP. | |
| 99.2 | Press Release of Edgewater Technology, Inc., dated November 5, 2015. | |
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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: November 5, 2015
| 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 |
Description of Exhibit | |
| 99.1 | Letter, dated November 5, 2015, from Edgewater Technology, Inc. to Lone Star Value Investors, LP. | |
| 99.2 | Press Release of Edgewater Technology, Inc., dated November 5, 2015. | |
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