Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - EDGEWATER TECHNOLOGY INC/DE/ | d71043dex992.htm |
| EX-99.1 - EX-99.1 - EDGEWATER TECHNOLOGY INC/DE/ | d71043dex991.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 10, 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 10, 2015, Edgewater Technology, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors (the “Board”), in consultation with its independent financial and legal advisors, has unanimously determined that the unsolicited, all-stock proposal from AMERI Holdings, Inc. (“AMERI”) to acquire the Company for $8.50 per share (the “Proposal”), is grossly inadequate and not in the best interests of the Company’s shareholders. On November 10, 2015, the Company also notified AMERI in writing (the “Letter”) of the Board’s decision regarding the Proposal. Copies of the Letter and the Press Release, each dated November 10, 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 Number |
Description of Exhibit | |
| 99.1 | Letter, dated November 10, 2015, from Edgewater Technology, Inc. to AMERI Holdings, Inc. | |
| 99.2 | Press Release of Edgewater Technology, Inc., dated November 10, 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 10, 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 Number |
Description of Exhibit | |
| 99.1 | Letter, dated November 10, 2015, from Edgewater Technology, Inc. to AMERI Holdings, Inc. | |
| 99.2 | Press Release of Edgewater Technology, Inc., dated November 10, 2015. | |
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