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): ~~October~~November 291, 2018

EDGEWATER TECHNOLOGY, INC.

(Alithya USA, Inc., as successor by merger to 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 320

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) N/A

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).

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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~October~~November 291, 2018 (the “Effective Date”), 9374-8572 Delaware Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Alithya Group inc., a newly-formed Québec corporation (“New Alithya”), merged with and into Edgewater Technology, Inc.., a Delaware corporation (“Edgewater”), ~~held~~with aEdgewater ~~Special~~surviving ~~Meeting~~as a wholly-owned subsidiary of ~~Stockholders~~New Alithya (the “~~Special Meeting~~Merger”). ~~Edgewater~~The ~~filed~~Merger ~~its~~was ~~definitive~~effected ~~proxy~~pursuant ~~statement~~to ~~for~~ the ~~proposals~~Arrangement ~~voted~~Agreement, ~~upon~~dated atas ~~the~~of ~~Special~~March 15, ~~Meeting~~2018, ~~with~~as ~~the~~amended ~~Securities~~by ~~and~~Amendment ~~Exchange~~No. 1 ~~Commission~~thereto ondated as of September 2810, 2018 and Amendment No. 2 thereto dated as of October 17, 2018 (as so amended, the “Arrangement Agreement”), among Alithya Group Inc., a Québec corporation (“Alithya”), New Alithya, Merger Sub and ~~supplemented~~Edgewater. ~~such~~On ~~proxy~~the Effective ~~statement~~Date, ~~through~~each of Alithya and Edgewater became a ~~supplement~~wholly-owned subsidiary of New Alithya in accordance with the Arrangement Agreement and an arrangement approved by Superior Court of Québec (the “Arrangement”) and Edgewater was ~~dated~~renamed ~~October 23~~“Alithya USA, ~~2018~~Inc.”

AsPursuant ofto the ~~close~~terms of ~~business~~the onArrangement ~~September 28~~Agreement, ~~2018,~~upon the ~~record~~completion ~~date~~of ~~for~~ the ~~Special Meeting~~Merger, aeach ~~total~~issued and outstanding share of 14 common stock,~~611~~ U.S.$0.01 par value per share,~~571~~ of Edgewater (“Edgewater Common Stock”) was converted into the right to receive 1.1918 fully-paid and nonassessable shares of ~~Edgewater~~New ~~common~~Alithya Class A subordinate voting stock, ~~were~~no ~~issued~~par ~~and~~value ~~outstanding~~(“New ~~and~~Alithya ~~entitled~~Subordinate toVoting ~~vote~~Shares”), atrounded up to the ~~Special~~nearest ~~Meeting~~whole New Alithya Subordinate Voting Share. AIn ~~total~~addition, ofon 11October 19,~~192~~ 2018,~~931~~ ~~shares~~the Edgewater Board of Directors declared a special cash dividend in the ~~Edgewater~~amount ~~common~~of ~~stock~~U.S.$1.15 ~~were~~per ~~represented~~share inof ~~person~~Edgewater Common Stock payable on or byaround ~~proxy~~November 9, 2018 to Edgewater’s stockholders of record at the ~~Special~~close ~~Meeting~~of ~~and~~business on October 31, 2018. Due to the contingent nature of the Edgewater ~~therefore~~special cash dividend, aEdgewater ~~quorum~~Common ~~was~~Stock ~~present.~~traded ~~The~~with ~~number~~“due bills” representing an assignment of ~~votes~~the ~~cast~~right ~~for~~to orreceive ~~against~~the special cash dividend during the period from October 30, as2018 ~~well~~until asthe ~~abstentions~~close ~~and~~of ~~broker~~trading ~~non-votes~~on November 1, if2018. Edgewater ~~applicable~~stockholders who sold their shares through NASDAQ on or after October 30, ~~with~~2018 ~~respect~~until the closing of trading on November 1, 2018 also sold their entitlement to ~~each~~the ~~proposal~~special iscash ~~set~~dividend ~~out~~to ~~below:~~the respective purchasers of shares.

~~(1) To~~On ~~approve~~the ~~and~~Effective ~~adopt~~Date, ~~the~~each ~~Arrangement~~common ~~Agreement~~share, asno ~~amended~~par ~~(the~~value (“~~arrangement~~Alithya ~~agreement~~Common Shares”), ~~among~~of Alithya and each multiple voting common share, ~~Group~~no ~~Inc.~~par value (“Alithya Multiple Voting Shares” and, atogether ~~Québec~~with ~~private~~Alithya ~~corporation~~Common (Shares, “Alithya Shares”), of Alithya ~~Group~~then ~~inc.~~issued ~~(f/k/a~~and ~~9374-8572~~outstanding ~~Québec~~were ~~Inc.),~~cancelled aand automatically converted into the right to receive one newly~~-formed~~ issued ~~Québec~~New ~~corporation~~Alithya Subordinate Voting Share and one newly issued Class B multiple voting share, no par value (“New Alithya Multiple Voting Shares”) and, ~~9374-8572~~together ~~Delaware~~with ~~Inc.,~~New aAlithya ~~newly-formed~~Subordinate ~~wholly-owned Delaware~~Voting ~~subsidiary~~Shares, “New Alithya Shares”), of New Alithya, ~~(“U~~respectively.S. ~~Merger~~On ~~Sub”)~~the Effective Date, ~~and~~the former stockholders of Edgewater. ~~Under~~and the ~~terms~~former shareholders of Alithya were issued approximately 40% and 60% of the ~~arrangement~~total ~~agreement~~number New Alithya Shares on a fully-diluted basis, respectively (i) excluding the New Alithya ~~will~~Subordinate ~~acquire~~Voting ~~Alithya~~Shares ~~pursuant~~issued to ainvestors ~~plan~~in ofAlithya’s ~~arrangement~~private ~~under~~placement ~~the~~that ~~laws~~closed ofon ~~Québec~~October 30, ~~Canada~~2018). However, ~~and~~because New Alithya Multiple Voting Shares were issued only to those former ~~(ii) U.S.~~Alithya ~~Merger~~shareholders ~~Sub~~which ~~will~~previously ~~merge~~held ~~with~~Alithya ~~and~~Multiple ~~into~~Voting ~~Edgewater~~Shares, (the ~~“merger”),~~former ~~with~~stockholders of Edgewater asand the ~~surviving~~former ~~corporation~~shareholders ~~(together,~~of Alithya received on the ~~“transactions”).~~Effective AsDate aapproximately ~~result~~16% and 84% of the ~~transactions,~~total ~~both~~voting ~~Edgewater~~power ~~and~~of the total New Alithya ~~will~~Shares ~~become wholly-owned~~then ~~subsidiaries~~issued, ofrespectively (excluding the New Alithya Subordinate Voting Shares issued to investors in Alithya’s private placement that closed on October 30, 2018).

Shares For		Shares Against		SharesAbstaining		Broker Non-Votes
10,948,945		231,170		12,816		0

The issuance of New Alithya Subordinate Voting Shares in connection with the Arrangement was registered under the Securities Act of 1933, as amended, pursuant to New Alithya’s registration statement on Form F-4 (File No. 333-227310) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 27, 2018. The prospectus/proxy statement dated September 28, 2018 (the “Prospectus/Proxy Statement”) and the supplement thereto dated October 23, 2018 (the “Supplement”), as filed under the Registration Statement, contains additional information about the Merger and the Arrangement. Additional information about the Merger and the Arrangement is also contained in Current Reports on Form 8-K filed by Edgewater and incorporated by reference into the Prospectus/Proxy Statement.

The New Alithya Subordinate Voting Shares have been approved for listing (~~2) To~~subject ~~approve,~~only onto aofficial ~~non-binding~~notice ~~advisory basis~~of issuance), ~~certain~~on ~~compensatory~~the ~~arrangements~~Nasdaq ~~between~~Capital ~~Edgewater~~Market and ~~its~~conditionally ~~named~~approved ~~executive~~for ~~officers~~listing ~~relating~~on the Toronto Stock Exchange (subject only to satisfaction of customary listing conditions) under the ~~merger~~symbol “ALYA”. New Alithya anticipates that trading in the New Alithya Subordinate Voting Shares will commence on the Nasdaq Capital Market and the Toronto Stock Exchange on or about November 2, 2018.

Shares For		Shares Against		SharesAbstaining		Broker Non-Votes
7,967,225		3,112,664		113,041		0

In connection with the completion of the Arrangement, New Alithya received binding agreements from certain former Edgewater stockholders and Alithya shareholders not to sell their New Alithya Subordinate Voting Shares or New Alithya Multiple Voting Shares for a minimum period of 12 months following the Effective Date, without receiving New Alithya’s prior written consent. Those former Edgewater stockholders and Alithya shareholders included Ancora Advisors, LLC (which prior to the Effective Date owned approximately 10.2% of the

~~(3)~~2 To approve the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the arrangement agreement and the transactions contemplated thereby (including the merger).

Shares For		Shares Against		SharesAbstaining		Broker Non-Votes
11,028,288		149,131		15,512		0

total outstanding Edgewater Common Stock), the directors and officers of Alithya and Edgewater remaining with the post-closing operations of New Alithya, Alithya shareholders receiving more than 5% of all of the issued and outstanding New Alithya Shares taken as a whole, at closing, and certain other employees or other persons mutually agreed upon between Alithya and Edgewater.

~~Consummation~~The foregoing description of the ~~transactions~~Arrangement ~~are~~Agreement, ~~subject~~the toMerger and the ~~satisfaction~~Arrangement ofdoes ~~certain~~not ~~customary~~purport ~~closing~~to ~~conditions~~be complete and is subject to, ~~all~~and asqualified ~~set~~in ~~forth~~its inentirety by, the ~~arrangement~~full ~~agreement~~text ~~and~~of ~~discussed~~the inArrangement ~~detail~~Agreement, inAmendment ~~the~~No. 1 ~~Edgewater~~thereto ~~definitive~~and ~~proxy~~Amendment ~~statement~~No. 2 thereto, copies of which iswere ~~available~~attached onas ~~the~~exhibits ~~SEC’s~~2.1, ~~website~~10.1 atand ~~www~~10.~~sec.gov.~~2, ~~Assuming~~respectively, ~~the~~to ~~satisfaction~~Edgewater’s ofCurrent ~~such~~Reports on ~~closing~~Form ~~conditions,~~8-K ~~Edgewater~~filed ~~expects~~with the ~~closing~~ toSEC ~~occur~~ on orMarch 16, ~~about~~2018, ~~November~~September 111, 2018 and October 18, 2018, respectively, and incorporated herein by reference.

The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. ~~Other Events.~~

OnItem ~~October 29, 2018, Edgewater issued a press release announcing the preliminary results of the shareholder vote at the Special Meeting~~3.01. ~~A copy~~Notice of ~~that~~Delisting ~~press~~or ~~release~~Failure isto ~~attached~~Satisfy ~~hereto~~a asContinued ~~Exhibit~~Listing ~~99.1~~Rule ~~and~~or ~~incorporated~~Standard; ~~herein~~Transfer byof ~~reference~~Listing.

~~Item~~In 9connection with the consummation of the Merger, Edgewater requested that the Nasdaq Stock Market LLC (“NASDAQ”) suspend trading of Edgewater Common Stock as of the close of business on the Effective Date, remove Edgewater Common Stock from listing on NASDAQ, and file a notification of removal from listing on Form 25 with the SEC in order to effect the delisting of Edgewater Common Stock from NASDAQ.01 Such delisting will result in the termination of the registration of Edgewater Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ~~Financial~~Edgewater intends ~~Statements~~to file a Form 15 with the SEC to terminate the registration of Edgewater Common Stock under Section 12(g) of the Exchange Act and ~~Exhibits~~suspension of Edgewater’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~(d)~~The ~~Exhibits~~information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Exhibit No.		Description
99.1		Press Release, dated October 29, 2018

Item 3.03. Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, upon the Effective Date, each issued and outstanding share of Edgewater Common Stock was converted into the right to receive the consideration specified in the Arrangement Agreement.

~~SIGNATURES~~The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

~~Pursuant~~Item to5.01. ~~the~~Changes ~~requirements~~in ofControl ~~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~~Registrant.

~~Dated:~~As ~~October 29~~a result of the consummation of the Merger, ~~2018~~and upon the Effective Date, a change of control of Edgewater occurred and Edgewater became a wholly-owned subsidiary of New Alithya.

~~Edgewater~~The ~~Technology,~~information ~~Inc.~~set ~~By:~~forth ~~/s/~~in ~~Jeffrey L~~Item 2.01 ~~Rutherford~~of ~~Name:~~this ~~Title:~~Current ~~Jeffrey~~Report L.on ~~Rutherford~~Form ~~Chairman,~~8-K ~~Interim~~is ~~President~~incorporated ~~and~~by ~~Interim~~reference ~~Chief~~in ~~Executive~~this ~~Officer~~Item 5.01.

3Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Arrangement Agreement, upon the Effective Date, five of the six directors of Edgewater (Stephen Bova, Matthew Carpenter, Frederick DiSanto, Timothy Whelan, and Kurtis Wolf) voluntarily resigned from the board of directors of Edgewater and from all committees of the board of directors on which they served, and Jeffrey L. Rutherford remained as the sole director of Edgewater. Pursuant to the Arrangement Agreement, Frederick DiSanto and Jeffrey L. Rutherford were appointed on the Effective Date as members of the board of directors of New Alithya. Mr. Rutherford, Edgewater’s Chairman of the Board and Interim Chief Executive Officer also resigned from his offices as an officer of Edgewater. Paul McNeice remained as the Interim Chief Financial Officer of Edgewater and was also appointed as the Interim Chief Executive Officer of Edgewater.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon the Effective Date, the certificate of incorporation and by-laws of Edgewater were amended and restated and Edgewater was renamed “Alithya USA, Inc.” Copies of the amended and restated certificate of incorporation and by-laws of Edgewater are filed as Exhibits 3.1 and 3.2 to this report, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Arrangement Agreement, dated as of March 15, 2018, among Alithya Canada inc. (f/k/a Alithya Group Inc.), Alithya Group inc. (f/k/a 9374-8572 Québec Inc.), 9374-8572 Delaware Inc. and Edgewater Technology, Inc. (incorporated by reference to Exhibit 2.1 of Edgewater’s Current Report on Form 8-K filed with the SEC on March 16, 2018)

2.2		Amendment No. 1 to the Arrangement Agreement, dated as of September 10, 2018, among Alithya Canada inc. (f/k/a Alithya Group Inc.), Alithya Group inc. (f/k/a 9374-8572 Québec Inc.), 9374-8572 Delaware Inc. and Edgewater Technology, Inc. (incorporated by reference to Exhibit 10.1 of Edgewater’s Current Report on Form 8-K filed with the SEC on September 11, 2018)

2.3		Amendment No. 2 to the Arrangement Agreement, dated as of October 17, 2018, among Alithya Canada inc. (f/k/a Alithya Group Inc.), Alithya Group inc. (f/k/a 9374-8572 Québec Inc.), 9374-8572 Delaware Inc. and Edgewater Technology, Inc. (incorporated by reference to Exhibit 10.1 of Edgewater’s Current Report on Form 8-K filed with the SEC on October 18, 2018)

3.1		Amended and Restated Certificate of Incorporation of Alithya USA, Inc. (as successor by merger to Edgewater Technology, Inc.)

3.2		Amended and Restated By-laws of Alithya USA, Inc. (as successor by merger to Edgewater Technology, 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: November 2, 2018


Alithya USA, Inc. as successor by merger to Edgewater Technology, Inc.

By:		/s/ Paul McNeice
Name:		Paul McNeice
Title:		Interim Chief Executive Officer and Interim Chief Financial Officer

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