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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): July 13, 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
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Item 2. Acquisition or Disposition of Assets
On July 13, 2000, two indirect wholly-owned subsidiaries of Edgewater
Technology, Inc. f/k/a StaffMark, Inc. (the "Company") sold substantially all of
the ordinary shares of Robert Walters plc ("Robert Walters") in an initial
public offering ("IPO") on the London Stock Exchange. The Company's two
subsidiaries, RW Holding CV and FAIT LLC (collectively the "Subsidiaries"), sold
67,200,000 ordinary shares at a price of 170 pence per share (or $2.57 at
current exchange rates). The shares began trading on a conditional basis on the
London Stock Exchange on July 6, 2000. In the IPO, the Subsidiaries also granted
the underwriters a thirty (30) day over-allotment option of an additional
10,400,000 ordinary shares. The Company's share of offering gross proceeds,
excluding the over-allotment option, were approximately $172.5 million prior to
offering commissions, fees and expenses. On July 14, 2000, the underwriters
exercised the over-allotment, for which the gross offering proceeds were
approximately $26.7 million, prior to offering commissions, fees and expenses.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
See Item 99.3 below.
(c) Exhibits.
2.1 Sponsorship and Underwriting Agreement, dated as of July 6,
2000, by and among Credit Suisse First Boston (Europe)
Limited, West LB Panmure Limited, Charthouse Securities
Limited, RW Holding CV, FAIT LLC, Robert Walters plc and the
Directors of Robert Walters plc.
2.2 Deed of Guarantee, dated as of July 6, 2000, by and among
Edgewater Technology, Inc. and Credit Suisse First Boston
(Europe) Limited, West LB Panmure Limited, Charthouse
Securities Limited, Robert Walters plc and the Directors of
Robert Walters plc.
99.1 Edgewater Technology, Inc. Press Release dated July 5, 2000.
99.2 Edgewater Technology, Inc. Press Release dated July 24,
2000.
99.3 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.
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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 26, 2000 By: /s/ Terry C. Bellora
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Terry C. Bellora
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Sponsorship and Underwriting Agreement, dated as of July 6,
2000, by and among Credit Suisse First Boston (Europe)
Limited, West LB Panmure Limited, Charthouse Securities
Limited, RW Holding CV, FAIT LLC, Robert Walters plc and the
Directors of Robert Walters plc.
2.2 Deed of Guarantee, dated as of July 6, 2000, by and among
Edgewater Technology, Inc. and Credit Suisse First Boston
(Europe) Limited, West LB Panmure Limited, Charthouse
Securities Limited, Robert Walters plc and the Directors of
Robert Walters plc.
99.1 Edgewater Technology, Inc. Press Release dated July 5, 2000.
99.2 Edgewater Technology, Inc. Press Release dated July 24,
2000.
99.3 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.
