EDGEWATER TECHNOLOGY INC/DE/ Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-11-02: Form 8-K; Period of report 2018-11-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2018-10-29: Form 8-K; Period of report 2018-10-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-10-23: Form 8-K; Period of report 2018-10-22; Description 8.01 Other Events; Details 8.01.
- 2018-10-18: Form 8-K; Period of report 2018-10-17; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-11-02 | 8-K | 2018-11-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On November 1, 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”), with Edgewater surviving as a wholly-owned subsidiary of New Alithya (the “Merger”). 3.01 In connection 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. 3.03 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. 5.01 As a result of the consummation of the Merger, and upon the Effective Date, a change of control of Edgewater occurred and Edgewater became a wholly-owned subsidiary of New Alithya. 5.02 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. 5.03 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. | d648565d8k.htm |
| 2018-10-29 | 8-K | 2018-10-29 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 29, 2018, Edgewater Technology, Inc.. 8.01 On October 29, 2018, Edgewater issued a press release announcing the preliminary results of the shareholder vote at the Special Meeting. | d646913d8k.htm |
| 2018-10-23 | 8-K | 2018-10-22 | 8.01 Other Events | 8.01 Filing of Supplement to Prospectus/Proxy Statement. | d635556d8k.htm |
| 2018-10-18 | 8-K | 2018-10-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On October 17, 2018, the Company entered into amendment no. 8.01 On October 17, 2018, the Company issued a press release regarding indications received from certain stockholders. | d630093d8k.htm |
| 2018-10-01 | 8-K | 2018-10-01 | 8.01 Other Events | 8.01 On October 1, 2018, Edgewater Technology, Inc. (“Edgewater”) (NASDAQ: EDGW), and Alithya Group Inc. (“Alithya”), a Quebec private corporation, jointly issued a press release announcing that (i) the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Alithya Group inc. | d620442d8k.htm |
| 2018-09-11 | 8-K | 2018-09-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 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. | d599839d8k.htm |
| 2018-05-14 | 8-K | 2018-05-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On May 10, 2018, the Company and its domestic subsidiaries entered into Amendment No. 3 to Loan Agreement and Waiver to the Credit Facility (the “Third Amendment”), which amended the Company’s secured revolving credit facility (the “Credit Facility”) with Citizens Bank, N.A. (“Citizens”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 to this Current Report on Form 8-K, is incorporated herein by reference. | d589118d8k.htm |
| 2018-04-27 | 8-K | 2018-04-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 26, 2018, Paul McNeice, currently Edgewater Technology, Inc.’s Chief Accounting Officer, was appointed by the Company’s board of directors as the Company’s Interim Chief Financial Officer, effective immediately. | d571163d8k.htm |
| 2018-03-22 | 8-K | 2018-03-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 16, 2018, the Company and its domestic subsidiaries entered into Amendment No. 2 to Loan Agreement and Waiver to the Credit Facility (the “Second Amendment”), which amended the Company’s secured revolving credit facility (the “Credit Facility”) with Citizens Bank, N.A. (“Citizens”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 to this Current Report on Form 8-K, is incorporated herein by reference. | d555677d8k.htm |
| 2018-03-20 | 8-K | 2018-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 16, 2018, Timothy Oakes, Edgewater Technology, Inc.’s Chief Financial Officer, gave a notice of his resignation, which resignation will be effective as of April 13, 2018. | d554231d8k.htm |
| 2018-03-19 | 8-K | 2018-03-19 | 8.01 Other Events | 8.01 In its press release dated March 16, 2018, attached as Exhibit 99.1 to its Current Report on Form 8-K filed on March 16, 2018, Edgewater Technology, Inc. (the “Company”) announced a joint conference call with Alithya Group Inc. (“Alithya”), to be held Monday, March 19, 2018 at 4:00 p.m. | d548765d8k.htm |
| 2018-03-16 | 8-K | 2018-03-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 15, 2018, Jeffrey Rutherford entered into a sale bonus agreement (the “Bonus Agreement”) with Edgewater Technology, Inc. (“Company”). | d513461d8k.htm |
| 2018-03-16 | 8-K | 2018-03-15 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On March 15, 2018, Edgewater Technology, Inc. (the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with 9374-8572 Québec Inc., a newly-formed Québec corporation (“CanCo Parent”), Alithya Group Inc., a Québec private corporation (“Alithya”), which now conducts a digital technology and consulting business, and 9374-8572 Delaware Inc., a newly-formed wholly-owned Delaware subsidiary of CanCo Parent (“U.S. Merger Sub”). 7.01 On March 16, 2018, Alithya and the Company announced through a joint press release that they had entered into the Arrangement Agreement. | d541820d8k.htm |