<PAGE>
As filed with the Securities and Exchange Commission on November_____, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Edgewater Technology, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 71-0780538
(State of Incorporation) (I.R.S. Employer Identification No.)
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302 East Millsap Road
Fayetteville, Arkansas 72703
(501) 973-6000
(Address of principal executive offices)
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Edgewater Technology, Inc.
2000 Employee Stock Option Plan
(Full title of the plans)
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Gordon Y. Allison
Executive Vice President and General Counsel
Edgewater Technology, Inc.
302 East Millsap Road
Fayetteville, Arkansas 72703
(501) 973-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
Brain J. Lynch, Esq.
Cooley Godward llp
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190-5601
(703) 456-8000
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1.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share Offering Price Registration Fee
======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value per share) 4,000,000(1) shares $5.5(2) $22,000,000(2) $5,808(3)
======================================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares of Common
Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or similar transaction.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sale prices of shares of Common Stock on November 27,
2000, reported on the Nasdaq National Market.
2.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in Part I
of this Registration Statement will be given or sent to all persons who
participate in the Edgewater Technology, Inc. 2000 Employee Stock Option Plan
(the "Plan"), as specified by Rule 428 under the Securities Act of 1933, as
amended.
Part II
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Edgewater Technology, Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and
(c) The description of the Common Stock of the Company that is contained
in its Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on September 17, 1996 under the Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that a
statement contained or incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part hereof.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide that Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was or has agreed
to become a director or officer of the Company, or is or was serving or has
agreed to serve at the request to the Company as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
and may indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he or she
is or was or has agreed to become an employee or agent of the Company, or is or
was serving or has agreed to serve at the request of the Company, as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid settlement actually and reasonably incurred by him or her or on his
or her behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful, except that in the case of an action or suit by
or in the
1.
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right of the Company to procure a judgment in its favor (1) such indemnification
shall be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(2) no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper. To
the extent that a director, officer, employee or agent of the Company has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.
Article Eight of the Company's Certificate of Incorporation provides that
the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive improper
personal benefit.
In accordance with Delaware law and its bylaws, the Company has entered
into indemnification agreements with its directors and officers pursuant to
which it will agree to pay certain expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement incurred by such directors in
connection with certain actions, suits or proceedings. These agreements require
directors to repay the amount of any expenses advanced if it shall be determined
that they are not entitled to indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as follows:
EXHIBIT
NUMBERS DESCRIPTION
------- -----------
4.1 Certificate of Incorporation of the Company (Incorporated by reference from
Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No.
333-7513)).
4.2 Certificate of Amendment of Certificate of Incorporation (Incorporated by
reference from Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 333-7513)).
4.3 Certificate of Amendment of Certificate of Incorporation (Incorporated by
reference from Exhibit 3.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).
4.4 Amended and Restated By-Laws of the Company, as amended (Incorporated by
reference from Exhibit 3.5 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999).
4.5 Form of certificate evidencing ownership of Common Stock of the Company
(Incorporated by reference from Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 333-7513)).
4.6 Certificate of Ownership and Merger Merging Edgewater Technology, Inc. with
and into StaffMark, Inc. and Changing the Company's name to "Edgewater
Technology, Inc." (Incorporated by reference from Exhibit 4.1 to the
Company Form 8-K filed on August 2, 2000)
2.
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4.7 Certificate of Designation of Series of A Junior Participating Preferred
Stock. (Incorporated by reference from Exhibit 4.2 to the Company Form 8-K
filed on August 2, 2000)
4.8 Edgewater Technology, Inc. 2000 Employee Stock Option Plan.
5 Opinion of Gordon Y Allison, Esquire.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gordon Y Allison, Esquire (included as part of Exhibit 5).
24 Power of Attorney (included as part of the signature page).
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; (iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that
subparagraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained
in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
3.
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Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fayetteville, State of Arkansas, on this 28th day of
November, 2000.
Edgewater Technology, Inc.
By: /s/ Clete T. Brewer
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Clete T. Brewer
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated. Each person, in so
signing, also makes, constitutes and appoints Clete T. Brewer, Terry C. Bellora
and Gordon Y. Allison, and each of such officers acting singly, his true and
lawful attorney-in-fact, in his or her name, place and stead to execute and
cause to be filed with the Securities and Exchange Commission any or all
amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Clete T. Brewer Chairman, Chief Executive Officer and November 28, 2000
---------------------------------------- Director (Principal Executive Officer)
Clete T. Brewer
/s/ Stephen R. Bova President, Chief Operating Officer and November 28, 2000
---------------------------------------- Director
Stephen R. Bova
/s/ Terry C. Bellora Chief Financial Officer (Principal November 28, 2000
---------------------------------------- Financial Officer)
Terry C. Bellora
/s/ Alex Stallings Vice President, Controller (Principal November 28, 2000
---------------------------------------- Accounting Officer)
Alex Stallings
/s/ William J. Lynch Director November 28, 2000
----------------------------------------
William J. Lynch
/s/ R. Clayton McWhorter Director November 28, 2000
----------------------------------------
R. Clayton McWhorter
/s/ Charles A. Sanders, M.D. Director November 28, 2000
----------------------------------------
Charles A. Sanders, M.D.
/s/ Bob L. Martin Director November 28, 2000
----------------------------------------
Bob L. Martin
/s/ Michael R. Loeb Director November 28, 2000
----------------------------------------
Michael R. Loeb
</TABLE>
5.
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Index to Exhibits
EXHIBIT
NUMBERS DESCRIPTION
------- -----------
4.1 Certificate of Incorporation of the Company (Incorporated by reference from
Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No.
333-7513)).
4.2 Certificate of Amendment of Certificate of Incorporation (Incorporated by
reference from Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 333-7513)).
4.3 Certificate of Amendment of Certificate of Incorporation (Incorporated by
reference from Exhibit 3.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).
4.4 Amended and Restated By-Laws of the Company, as amended (Incorporated by
reference from Exhibit 3.5 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999).
4.5 Form of certificate evidencing ownership of Common Stock of the Company
(Incorporated by reference from Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 333-7513)).
4.6 Certificate of Ownership and Merger Merging Edgewater Technology, Inc.
with and into StaffMark, Inc. and Changing the Company's name to "Edgewater
Technology, Inc." (Incorporated by reference from Exhibit 4.1 to the
Company Form 8-K filed on August 2, 2000)
4.7 Certificate of Designation of Series of A Junior Participating Preferred
Stock. (Incorporated by reference from Exhibit 4.2 to the Company Form 8-K
filed on August 2, 2000)
4.8 Edgewater Technology, Inc. 2000 Employee Stock Option Plan.
5 Opinion of Gordon Y. Allison, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gordon Y. Allison, Esq. (included as part of Exhibit 5).
24 Power of Attorney (included as part of the signature page).
6.
