<PAGE>
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): June 29, 2000
EDGEWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20971 71-0788538
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
234 East Millsap Road
Fayetteville, Arkansas 72703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 973-6000
STAFFMARK, INC.
(Former name or address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On June 29, 2000, Edgewater Technology, Inc. f/k/a StaffMark, Inc. (the
"Company"), pursuant to a Purchase Agreement dated as of May 16, 2000 by and
between the Company and Stephens Group, Inc., an Arkansas corporation (the
"Buyer"), sold all of its subsidiaries and the assets and liabilities of its
Commercial Services Segment (the "Commercial Division") to affiliate entities of
the Buyer (the "Transaction"). As consideration in the Transaction, the
Company received gross proceeds payable in cash in the amount of $190.1 million.
As part of the Transaction, the Company sold the name "StaffMark" as that was
the name used by the Commercial Division. On June 29, 2000, the Company changed
its name from "StaffMark, Inc." to "Edgewater Technology, Inc."
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
See Item 99.2 below.
(c) Exhibits.
2.1 Purchase Agreement, dated as of May 16, 2000, by and among
StaffMark, Inc. (n/k/a Edgewater Technology, Inc.) and
Stephens Group, Inc.
99.1 Edgewater Technology, Inc. Press Release dated June 29,
2000.
99.2 The following Unaudited Pro Forma Financial Statements of
the Company:
Unaudited Pro Forma Balance Sheet as of March 31, 2000.
Unaudited Pro Forma Income Statement for the Three
Months Ended March 31, 2000.
Unaudited Pro Forma Income Statement for the Twelve
Months Ended December 31, 1999.
<PAGE>
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.
EDGEWATER TECHNOLOGY, INC.
(Registrant)
Dated: July 14, 2000 By: /s/ Terry C. Bellora
---------------------------
Terry C. Bellora
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
2.1 Purchase Agreement, dated as of May 16, 2000, by and among
StaffMark, Inc. (n/k/a Edgewater Technology, Inc.) and Stephens
Group, Inc.
99.1 Edgewater Technology, Inc. Press Release dated June 29, 2000.
99.2 The following Unaudited Pro Forma Financial Statements of the
Company:
Unaudited Pro Forma Balance Sheet as of March 31, 2000.
Unaudited Pro Forma Income Statement for the Three
Months Ended March 31, 2000.
Unaudited Pro Forma Income Statement for the Twelve
Months Ended December 31, 1999.
