UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2018

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)

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 10, 2018, the Company entered into an amendment (the “Amendment”) to the Arrangement Agreement, dated as of March 15, 2018 (the “Arrangement Agreement”), among 9374-8572 Québec Inc., Alithya Group Inc. (“Alithya”) and 9374-8572 Delaware Inc. The Amendment, among other things: extends the outside date to December 15, 2018; clarifies certain deliverables of the Company to Alithya prior to closing; clarifies the timing and procedure of the declaration and payment of the Company’s special dividend; clarifies the calculation of the exchange ratio; and waives the delivery of an inversion tax opinion as a closing condition for both Alithya and the Company.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit Number		Description of Exhibit

10.1		Amendment No. 1 to Arrangement Agreement, dated as of September 10, 2018, to Arrangement Agreement, dated as of March 15, 2018, among 9374-8572 Québec Inc., Alithya Group Inc. (“Alithya”) and 9374-8572 Delaware Inc.

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: September 11, 2018


EDGEWATER TECHNOLOGY, INC.

By:		/s/ Jeffrey Rutherford
Name: Title:		Jeffrey Rutherford Interim President and Chief Executive Officer

EDGEWATER TECHNOLOGY INC/DE/ 8-K