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UNITED STATES
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): April 13, 2007
EDGEWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
20 Harvard Mill Square
Wakefield, Massachusetts 01880
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 COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS
On April 13, 2007, the Compensation Committee of the Board of
Directors of Edgewater Technology, Inc. ("Edgewater" or the "Company") approved
the following compensation levels and awards for the following executive
officers: Shirley Singleton, Chairman, President and Chief Executive Officer;
David Clancey, Executive Vice President, Chief Strategy Officer and Chief
Technology Officer; David Gallo, Chief Operating Officer; Kevin Rhodes, Chief
Financial Officer; and Kristen Zaepfel, Vice President of Human Resources.
Base salary compensation levels for 2007 were established
effective April 13, 2007 as follows: Ms. Singleton $325,000; Mr. Clancey
$275,000; Mr. Gallo $275,000; Mr. Rhodes $180,000; and Ms. Zaepfel $160,000.
Target bonus opportunities were established at the following amounts: Ms.
Singleton, $325,000; Mr. Clancey, $275,000; Mr. Gallo, $275,000; Mr. Rhodes,
$135,000; and Ms. Zaepfel, $64,000.
In addition, on April 13, 2007, the Compensation Committee
approved: (1) the grant of the following number of stock options, with an
exercise price of $9.07 per share, to Ms. Singleton (71,000), Mr. Clancey
(31,750), Mr. Gallo (47,000), Mr. Rhodes (23,250) and Ms. Zaepfel (12,100) and
(2) the award of restricted stock for the following number of shares to Ms.
Singleton (6,600), Messrs. Gallo and Clancey (4,500 each), Mr. Rhodes (2,300)
and Ms. Zaepfel (1,000). These stock options have a seven year term and vest in
equal ratable annual installments over six years. The restricted stock awards
vest in equal ratable annual installments over five years.
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: April 19, 2007
EDGEWATER TECHNOLOGY, INC.
By: /s/ Kevin R. Rhodes
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Name: Kevin R. Rhodes
Title: Chief Financial Officer
(Principal Financial and
Accounting Officer)