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): October 20, 2004
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 20, 2004, Edgewater Technology, Inc. (the "Company")
reported its results of operations for its third quarter ended September 30,
2004. A copy of the press release issued by the Company concerning the foregoing
results is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference in its entirety.
The information contained herein and in the accompanying exhibit is
being "furnished," as opposed to being "filed" pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and shall not be
incorporated hereafter by reference into any filing of the Company, where made
before or after the date hereof, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference to
such filing. The information in this report, including the exhibit incorporated
hereto, shall not be deemed to be "filed" for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Edgewater Technology, Inc. Press Release dated
October 20, 2004.
* * *
This Press Release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements
made with respect to the expected revenue and accretive impacts of the Ranzal
acquisition, as well as statements regarding our sales pipeline, and estimated
third quarter 2004 revenues and 2004 fiscal year revenues sales and operating
results. The forward looking statements included in the Press Release relate to
future events or our future financial conditions or performance, Words such as
"targeting," "expected," "will," "are," "provide," "continue," "remain,"
"optimistic" or the negative thereof or variations thereon and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements inherently involve certain risks and uncertainties,
although they are based on our current plans or assessments that are believed to
be reasonable as of the date of this Press Release. Factors that may cause
actual results, goals, targets or objectives to differ materially from those
contemplated, projected, forecast, estimated, anticipated, planned or budgeted
in such forward-looking statements include, among others, the following
possibilities: (1) the inability to promptly and effectively integrate Ranzal
into the Company's operations, culture and back office administrative support
areas; (2) loss of one or more key customers or key employees (3) changes in
industry trends, such as decline in the demand for business intelligence and
performance management solutions, custom development and system integration
services and/or spending delays with existing information technology services
projects; (4) failure to obtain new customers or retain significant existing
customers; (5) loss of key executives; (6) general economic and business
conditions (whether foreign, national, state or local) which include but are not
limited to changes in interest or currently exchange rates and the overall
demand for information technology services and/or spending delays for existing
information technology services; (7) failure of the general economy or IT
services spending to rebound or otherwise improve; (8) lack of available growth
opportunities; (9) the inability to maintain, sustain or grow revenues; (10)
failure of middle-market companies to spend amounts on IT projects, whether
short-term or long-term; and (11) any changes in ownership of the Company or
otherwise that would result in a limitation on the use of the net operating loss
carry forward under applicable tax laws. Actual events or results may differ
materially from those discussed, contemplated, forecasted, estimated,
anticipated, planned or implied in the forward-looking statements as a result of
the various factors described above and those further set forth under the
heading "Business- Factors Affecting Finances, Business Prospects and Stock
Volatility" in the Company's Form 10-K filed with the Securities and Exchange
Commission on March 30, 2004.
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: October 20, 2004
EDGEWATER TECHNOLOGY, INC.
By: /s/ Kevin R. Rhodes
-------------------
Name: Kevin R. Rhodes
Title: Chief Financial Officer
(Principal Financial and Accounting
Officer)