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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 1, 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 No.) Identification No.)
20 Harvard Mill Square
Wakefield, Massachusetts 01880
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (781) 246-3343
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))
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Item 5.02. Departures of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(a) Not applicable.
(b) Not applicable.
(c) Not Applicable.
(d) Today, Edgewater Technology, Inc. (the "Company" or "Edgewater
Technology") announced the election of Nancy Leaming to its Board of
Directors (the "Board"), effective November 29, 2005.
In connection with the Board's creation of a vacancy and Ms.
Leaming's election to the Board, Ms. Leaming was also nominated and
elected to serve on the Company's Audit Committee with Wayne Wilson
and Paul Flynn. At the same time, Paul Guzzi resigned his position as
a member of the Company's Audit Committee.
A press release announcing the election of Ms. Leaming,
information regarding Ms. Leaming's qualifications, business
experience and the strengths she brings to the Company's Board is
filed as an exhibit to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press Release issued by Edgewater Technology
dated December 1, 2005.
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.
EDGEWATER TECHNOLOGY, INC.
Dated: December 1, 2005 By: /s/ Kevin R. Rhodes
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Name: Kevin R. Rhodes
Title: Chief Financial Officer