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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 27, 2005
Edgewater Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
20 Harvard Mill Square
Wakefield, Massachusetts 01880
(Address of principal executive offices)
Registrant's telephone number, including area code: (781) 246-3343
Not applicable
(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 5.02 Departures of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(a) Not applicable.
(b) On October 27, 2005, Edgewater Technology, Inc. (the
"Company") announced that Bob L. Martin, a member of the
Company's Board of Directors (the "Board"), has informed the
Board and the Board's Corporate Governance and Nominating
Committee that he will resign from the Board, and from the
Board's Audit Committee and Corporate Governance and
Nominating Committee and as Chairperson of the Compensation
Committee, effective as of October 27, 2005.
(c) Not applicable.
(d) The Company on October 27, 2005 also announced the election
of Barry White to its Board of Directors, effective as of
October 27, 2005, to fill the vacancy that was created by the
retirement of Mr. Martin.
With Mr. Martin's departure from the Board, Mr. White will
assume the position of Chairperson of the Board's
Compensation Committee. Paul Guzzi, a current member of the
Company's Board, will fill the vacancy on the Audit Committee
created by the departure of Mr. Martin.
A copy of the press release announcing the resignation of Mr.
Martin and the election of Mr. White, information regarding
Mr. White's business experience and the strengths he brings
to the Company's Board, and other changes related to the
Board's committees in connection with Mr. Martin's departure
and Mr. White's election is filed as an exhibit to this Form
8-K.
Item 9.01 Financial Statements and Exhibits
(c) The Company hereby files the following exhibit:
Exhibit Number Description of Exhibit
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99.1 Press Release issued by Edgewater Technology, Inc. dated
October 27, 2005.
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SIGNATURE:
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.
Date: October 27, 2005
EDGEWATER TECHNOLOGY, INC.
/s/ Kevin R. Rhodes
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Name: Kevin R. Rhodes
Title: Chief Financial Officer
(Duly Authorized Officer)
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