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): April 20, 2005
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EDGEWATER TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
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(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)) [GRAPHIC OMITTED]
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 20, 2005, Edgewater Technology, Inc. (the "Company") reported
its results of operations for its first quarter of fiscal 2005. 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
99.1 Edgewater Technology, Inc. Press Release dated April 20, 2005.
* * *
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 our fiscal 2005 outlook. The forward looking statements
included in the Press Release relate to future events or our future financial
conditions or performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "believe," "anticipate,"
"future," "forward," "potential," "estimate," "encourage," "opportunity,"
"goal," "objective," "quality," "growth," "leader," "could", "expect," "intend,"
"plan," "planned" "expand," "focus," "build," "through," "strategy,"
"expiration," "provide," "offer," "maximize," "allow," "allowed," "represent,"
"commitment," "create," "implement," "result," "seeking," "increase," "add,"
"establish," "pursue," "feel," "work," "perform," "make," "continue," "can,"
"will," "ongoing," "include" or the negative of such terms or comparable
terminology. These forward-looking statements inherently involve certain risks
and uncertainties, although they are based on our current plans or assessments
which 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, forecasted, estimated,
anticipated, planned or budgeted in such forward-looking statements include,
among others, the following possibilities: (1) inability to execute upon growth
objectives, including growth in entities acquired by our Company; (2) failure to
obtain new customers or retain significant existing customers; (3) the loss of
one or more key executives and/or employees; (4) changes in industry trends,
such as a decline in the demand for Business Intelligence ("BI") and Corporate
Performance Management ("CPM") solutions, custom development and system
integration services and/or delays in industry-wide information technology
("IT") spending, whether on a temporary or permanent basis and/or delays by
customers in initiating new projects or existing project milestones; (5) adverse
developments and volatility involving geopolitical or technology market
conditions; (6) unanticipated events or the occurrence of fluctuations or
variability in the matters identified under "Critical Accounting Policies"; (7)
failure of our sales pipeline to be converted to billable work and recorded as
revenue; (8) failure of the middle market and the needs of middle-market
enterprises for business services to develop as anticipated; (9) inability to
recruit and retain professionals with the high level of information technology
skills and experience needed to provide our services; (10) failure to expand
outsourcing services to generate additional revenue; (11) any changes in
ownership of the Company or otherwise that would result in a limitation of the
net operating loss carry forward under applicable tax laws; (12) the failure of
the marketplace to embrace CPM or BI services; and/or (13) the failure to obtain
remaining predecessor entity tax records that are not in our control and/or
successfully resolve remaining outstanding IRS matters relating to our former
staffing businesses. In evaluating these statements, you should specifically
consider various factors described above as well as the risks outlined under
Item I "Business - Factors Affecting Finances, Business Prospects and Stock
Volatility" in our 2004 Annual Report on Form 10-K filed with the SEC on March
29, 2005. These factors may cause our actual results to differ materially from
those contemplated, projected, anticipated, planned or budgeted in any such
forward-looking statements.
Although we believe that the expectations in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity,
performance, growth, earnings per share or achievements. However, neither we nor
any other person assumes responsibility for the accuracy and completeness of
such statements. We are under no duty to update any of the forward-looking
statements after the date of this Press Release to conform such statements to
actual results.
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 20, 2005
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)