EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

ITEM3.01

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On February22, 2017, Edgewater Technology, Inc., a Delaware
corporation (the Company), notified The Nasdaq Stock Market LLC
(Nasdaq) that, as a result of the removal of two members of the
Companys Audit Committee (the Audit Committee) from the Board of
Directors of the Company (the Board), effective as of February16,
2017, the Audit Committee consisted of only two members and no
longer consisted of at least three members as required by Nasdaq
Rule 5605(c)(2)(A). Under Nasdaq Rule 5605(c)(4)(B), the Company
has 180 days from the rule violation to cure the non-compliance.
In light of the removal of certain members of the Board and the
election of new members to the Board, as discussed in Item5.02
below, the Board intends to assess all committee assignments and
cure the non-compliance with Nasdaq Rule 5605(c)(2)(A).

The disclosure in Items 5.02 and 5.07 of this Current Report on
Form 8-K is incorporated herein by reference.

ITEM5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Removal of Directors

Effective as of February16, 2017, stockholders of the Company
holding a majority of the outstanding shares of Common Stock of
the Company (the Common Stock) and acting by written consent of
stockholders under Section228 of the Delaware General Corporation
Law (the DGCL), consented to remove Paul E. Flynn, Paul Guzzi,
Michael R. Loeb and Wayne Wilson from the Board.

Election of Directors

Effective as of February16, 2017, stockholders of the Company
holding a majority of the outstanding shares of Common Stock and
acting by written consent of stockholders under Section228 of the
DGCL, consented to elect Matthew Carpenter, Frederick DiSanto,
Jeffrey L. Rutherford and Kurtis J. Wolf (the Newly Elected
Directors) to the Board. The Newly Elected Directors filled the
vacancies created by the removal of Messrs. Flynn, Guzzi, Loeb
and Wilson.

The members of Ancora Advisors, LLC (together with its
affiliates, Ancora), a principal stockholder of the Company, and
each of the Newly Elected Directors were deemed to be members of
a Group for purposes of Section13(d)(3) of the Securities
Exchange Act of 1934, as amended. The members of Ancora and the
Newly Elected Directors entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a)the
parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to

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the securities of the Company, (b)the parties agreed to form a
Group for the purpose of (i)soliciting written consents or
proxies in favor of the Proposals (as defined in Item5.07 below),
(ii)taking such other actions as the parties deem advisable and
(iii)taking all other action necessary or advisable to achieve
the foregoing, and (c)Ancora agreed to bear all expenses incurred
in connection with the Groups activities, including approved
expenses incurred by any of the parties in connection with the
solicitation, subject to certain limitations. Other than as noted
herein, the Company is not aware of any arrangements or
understandings between members of Ancora and any of the Newly
Elected Directors or any other person or persons relating to the
election of the Newly Elected Directors.

The Board has not yet determined Board committee assignments for
the Newly Elected Directors.

In connection with his election to the Board, each of the Newly
Elected Directors received a nonstatutory stock option under the
Companys Amended and Restated 2000 Stock Option Plan, as amended,
to purchase 20,000 shares of Common Stock at an exercise price of
$6.45 per share, which was the closing price of the Common Stock
on Nasdaq on February16, 2017. Each nonstatutory stock option has
a term of five years and vests in three equal annual
installments.

The disclosure in Item5.07 of this Current Report on Form 8-K is
incorporated herein by reference.

ITEM5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective as of February16, 2017, stockholders of the Company
holding a majority of the outstanding shares of Common Stock and
acting by written consent of stockholders under Section228 of the
DGCL, consented to two amendments to the Companys Amended and
Restated By-Laws (the By-Laws).

The stockholders amended Article II, Section1 of the By-Laws to
fix the size of the Board at eight members (the Board Size
Amendment). Prior to the adoption of the Board Size Amendment, a
majority of the Board, acting from time to time by resolution,
could fix the number of directors constituting the Board.

The stockholders also amended Article II, Section2 of the By-Laws
to provide that any vacancies on the Board resulting from removal
of directors by the stockholders of the Company would be filled
exclusively by the stockholders of the Company (the Vacancy
Amendment). Prior to the adoption of the Vacancy Amendment, all
vacancies on the Board could be filled by the affirmative vote of
a majority of directors then in office, although less than a
quorum.

The descriptions of the Board Size Amendment and the Vacancy
Amendment are qualified in their entirety by reference to Exhibit
3.1 to this Current Report on Form 8-K, which is incorporated
herein by reference. The disclosure in Item5.07 of this Current
Report on Form 8-K is also incorporated herein by reference.

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ITEM5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Effective as of February16, 2017, stockholders of the Company
holding a majority of the outstanding shares of Common Stock and
acting by written consent of stockholders under Section228 of the
DGCL (the Consent), consented to the following five proposals
(collectively, the Proposals) included in Ancoras Definitive
Consent Statement on Schedule 14A, as filed with the Securities
and Exchange Commission (the SEC) on January3, 2017:

Proposal 1 Repeal of any provision of the
By-Laws in effect at the time this proposal becomes effective,
including any amendments thereto, which were not included in the
By-Laws that were in effect on September26, 2007 and were filed
with the SEC on September28, 2007 (the By-Law Restoration
Proposal);

Proposal 2 Removal without cause of four members
of the Board: Paul E. Flynn, Paul Guzzi, Michael R. Loeb and
Wayne Wilson, including any person (other than those elected by
Ancoras consent solicitation) elected or appointed to the Board
to fill any vacancy on the Board or any newly-created
directorships on or after December22, 2016 and prior to the
effectiveness of the Proposals (the Removal Proposal);

Proposal 3 Amendment of Article II, Section2 of
the By-Laws to provide that any vacancies on the Board resulting
from the removal of directors by the stockholders of the Company
shall be filled exclusively by the stockholders of the Company
(the Vacancy Proposal);

Proposal 4 Amendment of Article II, Section1 of
the By-Laws to fix the size of the Board at eight members (the
Board Size Proposal); and

Proposal 5 Election of Ancoras four nominees:
Matthew Carpenter, Frederick DiSanto, Jeffrey L. Rutherford and
Kurtis J. Wolf, to serve as directors of the Company (or, if any
such nominee is unable or unwilling to serve as a director of the
Company, any other person designated as a nominee by the
remaining nominee or nominees) (the Election Proposal).

On January9, 2017, the Company filed a Definitive Consent
Revocation Statement on Schedule 14A with the SEC in opposition
to the Proposals. The Board set the close of business on
January11, 2017 as the record date for determining stockholders
entitled to give their written consent to the Proposals (the
Record Date). As of the Record Date, there were 12,880,356 shares
of Common Stock outstanding. All five Proposals passed, and the
results of the Consent are below:

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Proposal		Consenting			Against Consenting			Abstaining
No.1 By-Law Restoration Proposal			8,925,658				27,541				11,064
No.2 Removal Proposal
Paul E. Flynn			6,443,426				2,509,111				11,726
Paul Guzzi			6,453,695				2,498,842				11,726
Michael R. Loeb			8,919,270				33,267				11,726
Wayne Wilson			8,912,551				39,986				11,726
No.3 Vacancy Proposal			8,923,866				29,430				10,967
No.4 Board Size Proposal			8,914,666				38,630				10,967
No.5 Election Proposal
Matthew Carpenter			8,920,318				33,084				10,861
Frederick DiSanto			8,920,318				33,084				10,861
Jeffrey L. Rutherford			6,449,325				2,504,077				10,861
Kurtis J. Wolf			6,449,325				2,504,077				10,861

As a result of the adoption of the Removal Proposal and the
Election Proposal, the current members of the Board are Stephen
Bova, Matthew Carpenter, Frederick DiSanto, Nancy Leaming,
Jeffrey L. Rutherford, Shirley Singleton, Timothy Whelan and
Kurtis J. Wolf.

ITEM8.01

OTHER EVENTS

On February23, 2017, the Company issued a press release (the
Press Release) relating to the results of the Proposals. A copy
of the Press Release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.

ITEM9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.

ExhibitNumber		Description of Exhibit
3.1		Amendments to the Amended and Restated By-Laws of Edgewater Technology, Inc.
99.1		Press Release of Edgewater Technology, Inc., dated February 23, 2017.

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About EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW)
Edgewater Technology, Inc. is a provider of transformational classic and product-based consulting services. The Company helps the C-suite drive transformational change through its selection of business and technology services, and channel-based solutions. The classic consulting disciplines (such as business advisory, process improvement, organizational change management, mergers and acquisitions (M&A) due diligence, and domain expertise) are blended with technical services (digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy information technology (IT) assets. It offers a range of consulting services, such as classic consulting and product-based consulting. In addition, it also provides synergistic services in the area of data management and analytics, such as enterprise information management services and analytics services. EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Recent Trading Information
EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) closed its last trading session down -0.06 at 6.87 with 37,299 shares trading hands.