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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): October 17, 2018

Date of Report (Date of earliest event reported): October 1, 2018

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-20971	71-0788538
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

200 Harvard Mill Square, Suite 320

Wakefield, Massachusetts 01880

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (781) 246-3343

~~N/A~~(Former name or former address, if changed since last report.)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 81.01 ~~Other~~ENTRY ~~Events.~~INTO A MATERIAL DEFINITIVE AGREEMENT

On October 1 17, 2018, ~~Edgewater~~the ~~Technology,~~Company ~~Inc.~~entered ~~(“Edgewater”)~~into ~~(NASDAQ:~~amendment ~~EDGW), and Alithya Group Inc~~no. 2 (the “~~Alithya~~Amendment”), ~~a Quebec~~to ~~private~~the ~~corporation~~Arrangement Agreement, ~~jointly~~dated ~~issued~~as aof ~~press~~March ~~release~~15, ~~announcing~~2018 ~~that~~ (~~i) the~~as ~~registration~~amended by ~~statement~~both onamendment ~~Form F-4~~no. ~~filed~~1 ~~with~~dated ~~the~~as ~~U.S.~~of ~~Securities~~September 10, 2018 and ~~Exchange~~the ~~Commission~~Amendment, (the “~~SEC~~Arrangement Agreement”), by among Alithya Group inc. (“New Alithya”) (asf/k/a ~~amended,~~9374-8572 ~~the~~Québec ~~“Registration Statement”~~Inc.), ~~relating~~Alithya toGroup ~~the~~Inc. ~~previously announced proposed arrangement~~ (~~the~~ “~~Arrangement~~Alithya”) ~~under which both Edgewater and Alithya would become~~, ~~wholly~~9374-~~owned~~8572 ~~subsidiaries~~Delaware ~~of New Alithya~~Inc, ~~was declared effective by the SEC on September 27, 2018,~~ and ~~(ii) on September 28, 2018,~~ Edgewater. ~~has~~The ~~commenced~~Amendment ~~mailing~~fixes tothe ~~its~~Equity ~~stockholders~~Exchange ~~the~~Ratio, ~~definitive~~as ~~prospectus/proxy~~defined ~~statement included~~ in the ~~Registration~~Arrangement ~~Statement and scheduled a special meeting of the Edgewater stockholders to be held on October 29~~Agreement, ~~2018,~~at to1.1918 ~~consider~~New ~~and~~Alithya ~~vote~~Subordinate ~~upon~~Voting ~~the~~Shares ~~Arrangement.~~for Aeach ~~copy~~share of ~~the~~Edgewater ~~press~~common ~~release is attached hereto as Exhibit 99~~stock.1 ~~and incorporated herein by reference.~~

~~Important~~The ~~Information~~foregoing ~~for~~description ~~Shareholders~~of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and ~~Other~~incorporated ~~Investors~~herein by reference.

~~This~~ITEM ~~Current Report on Form~~ 8~~-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval~~.01 ~~The~~OTHER Arrangement will be submitted to the shareholders of each of Edgewater and Alithya for their consideration. New Alithya has prepared and filed with the SEC a registration statement on Form F-4 (File No. 333-227310) regarding the Arrangement, which includes a prospectus/proxy statement for Edgewater’s stockholders jointly prepared by Edgewater and Alithya. Alithya also plans to mail its shareholders a management proxy circular in connection with the Arrangement. Edgewater, Alithya and New Alithya may also file other documents with the SEC from time to time. EVENTS

~~BEFORE~~On ~~MAKING~~October ~~ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE ARRANGEMENT~~17, ~~INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT~~2018, ~~THE~~the ~~DEFINITIVE~~Company ~~PROSPECTUS/PROXY~~issued ~~STATEMENT~~a ~~AND~~press ~~OTHER~~release ~~RELEVANT~~regarding ~~MATERIALS~~indications ~~THAT~~received ~~ARE~~from ~~FILED~~certain ORstockholders. ~~WILL~~A BEcopy ~~FILED~~of ~~WITH~~the ~~THE~~press ~~SEC~~release ~~CAREFULLY~~is ~~AND~~attached hereto INas ~~THEIR~~Exhibit ~~ENTIRETY~~99.1 ~~BECAUSE~~and ~~THEY~~incorporated ~~CONTAIN~~herein ~~IMPORTANT~~by ~~INFORMATION ABOUT EDGEWATER, ALITHYA AND NEW ALITHYA AND THE PROPOSED ARRANGEMENT~~reference.

~~Shareholders~~Important ~~and~~Information ~~securityholders~~for ~~may~~Shareholders ~~obtain free copies of the prospectus/proxy statement~~ and ~~other documents~~Other ~~containing~~Investors important information about Edgewater, the Company and Alithya as filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC are also available free of charge on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-mail at ir@edgewater.com, or by phone at (781) 246-3343.

~~Participants~~This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed business combination will be submitted to the stockholders of Edgewater for their consideration. Edgewater has prepared and filed with the SEC a proxy statement dated September 28, 2018 on Form 14-A (File No. 000-20971) regarding the business combination described in the ~~Solicitation~~Arrangement Agreement. Edgewater has also filed, and may also file in the future, other documents with the SEC from time to time.

~~Edgewater,~~BEFORE ~~Alithya~~MAKING ~~and~~ANY ~~New~~VOTING ~~Alithya~~OR ~~and~~INVESTMENT ~~certain~~DECISION ofWITH ~~their~~RESPECT ~~respective~~TO ~~directors~~THE ~~and~~PROPOSED ~~executive~~BUSINESS ~~officers~~COMBINATION ~~may~~DESCRIBED beIN ~~deemed~~THE toARRANGEMENT beAGREEMENT, ~~participants in the~~STOCKHOLDERS ~~solicitation~~AND ofOTHER ~~proxies~~INVESTORS ~~from~~ARE ~~the~~URGED ~~stockholders~~TO ofREAD ~~Edgewater~~THE inDEFINITIVE ~~connection~~PROXY ~~with~~STATEMENT ~~the~~AND ~~Arrangement.~~OTHER ~~Information~~RELEVANT ~~about~~MATERIALS ~~the~~THAT ~~directors~~ARE ~~and~~FILED ~~executive~~OR ~~officers~~WILL ofBE ~~Edgewater,~~FILED ~~Alithya~~WITH ~~and~~THE ~~New~~SEC ~~Alithya~~CAREFULLY isAND ~~set~~IN ~~forth~~THEIR inENTIRETY ~~the~~BECAUSE ~~prospectus/proxy~~THEY ~~statement~~CONTAIN ~~included~~IMPORTANT ~~in the~~INFORMATION ~~Registration~~ABOUT Statement. That document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interestsEDGEWATER, byALITHYA ~~security~~AND ~~holdings~~NEW orALITHYA ~~otherwise,~~AND isTHE ~~contained~~PROPOSED inBUSINESS ~~the prospectus/proxy statement and other relevant materials filed with the SEC~~COMBINATION.

~~Cautionary~~Stockholders ~~Statement~~and other investors may obtain free copies of the prospectus/proxy statement and other ~~Regarding~~documents ~~Forward~~containing important information about New Alithya, Edgewater and Alithya as filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC are also available free of charge on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-~~Looking~~mail at ~~Statements~~ir@edgewater.com, or by phone at (781) 246-3343.

~~This~~Participants report on Form 8-K, including the press release attached to this report as an exhibit, contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Edgewater’s and Alithya’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in ~~this report that are not historical statements, including statements regarding~~ the ~~expected~~Solicitation ~~timetable for completing the Arrangement,~~

2Edgewater and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Edgewater in connection with the proposed business combination. Information about the directors and executive officers of Edgewater is set forth in the proxy statement. That document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC.

Cautionary ~~benefits~~Statement ~~and~~Regarding synergies of the Arrangement, costs and other anticipated financial impacts of the Arrangement, the combined company’s plans and objectives, the tax treatment of the Arrangement, future opportunities for the combined company and services, future financial performance and operating results, and any other statements regarding the Edgewater’s and Alithya’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance, are forwardForward-~~looking~~Looking ~~statements~~Statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Edgewater’s or Alithya’s control, which could cause actual results to differ materially from the results expressed or implied by the statements.

~~These~~This ~~risks~~Current ~~and~~Report ~~uncertainties~~on ~~include,~~Form ~~but~~8-K ~~are~~contains ~~not~~forward-looking ~~limited~~statements ~~to:~~which ~~failure~~are toprotected ~~obtain~~as forward-looking ~~the~~statements ~~required~~under ~~votes~~the ofPrivate ~~Edgewater’s~~Securities orLitigation ~~Alithya’s shareholders;~~Reform ~~the~~Act ~~timing~~of to1995 ~~consummate~~that ~~the~~are ~~Arrangement;~~not ~~the~~limited ~~conditions~~ to ~~closing~~historical offacts, ~~the~~but ~~Arrangement~~reflect ~~may~~Edgewater’s ~~not~~current bebeliefs, ~~satisfied~~expectations or ~~that~~intentions ~~the~~regarding ~~closing~~future ofevents. ~~the~~Words ~~Arrangement~~such ~~otherwise~~as “may,” ~~does~~“will,” ~~not~~“could,” ~~occur;~~“should,” ~~the~~“expect,” ~~risk~~“plan,” ~~that~~“project,” a“intend,” ~~court~~“anticipate,” ~~approval~~“believe,” ~~that~~“estimate,” ~~may be required for the~~“predict,” ~~Arrangement~~“potential,” is“pursuant,” ~~not~~“target,” ~~obtained~~“continue,” orand issimilar ~~obtained~~expressions ~~subject~~are intended to ~~conditions~~identify ~~that~~such ~~are~~forward-looking ~~not~~statements. ~~anticipated;~~The ~~the~~statements ~~diversion~~in ofthis ~~management~~Current ~~time~~Report on ~~transaction~~Form 8-~~related~~K ~~issues;~~that ~~the~~are ~~ultimate~~not ~~timing~~historical statements, ~~outcome~~including ~~and~~statements ~~results~~regarding ofthe ~~integrating~~expected timetable for completing the ~~operations~~proposed ofbusiness ~~Edgewater~~combination, benefits and ~~Alithya;~~ ~~the~~synergies ~~effects~~ of the proposed business combination, oncosts ~~Edgewater~~ and ~~Alithya~~other ~~following~~anticipated ~~the~~financial ~~consummation~~impacts of the ~~Arrangement~~proposed business combination, ~~including~~ the combined company’s ~~future~~plans ~~financial~~and ~~condition~~objectives, ~~results~~the oftax ~~operations,~~treatment ~~strategy~~of ~~and~~the ~~plans;~~proposed ~~potential adverse reactions or changes to~~ business ~~relationships~~combination, ~~involving~~future ~~either~~opportunities orfor ~~both Edgewater and Alithya resulting from~~ the ~~announcement~~combined orcompany ~~completion~~and ofservices, ~~the~~future ~~Arrangement;~~financial ~~expected~~performance ~~synergies~~ and ~~other~~operating ~~benefits~~results, ~~from the Arrangement~~ and ~~the~~any ~~ability~~other statements ofregarding the ~~combined~~ ~~companies~~Edgewater’s tofuture ~~realize~~expectations, ~~such~~beliefs, ~~synergies~~plans, ~~and~~objectives, ~~other~~financial ~~benefits; results of litigation~~conditions, ~~settlements~~assumptions ~~and~~or ~~investigations;~~future ~~actions~~events byor ~~third parties~~performance, ~~including~~are ~~governmental~~forward-looking ~~agencies;~~statements ~~global~~within ~~economic~~the ~~conditions;~~meaning ~~difficulty~~of inthe ~~integrating~~federal ~~acquisitions; shortages,~~securities ~~delays~~laws. inThese statements ~~delivery~~are ~~and~~subject ~~interruptions~~to ofnumerous ~~supply~~risks ofand ~~equipment~~uncertainties, ~~supplies~~many ~~and~~of ~~materials;~~which ~~weather;~~are ~~loss~~beyond ~~of,~~Edgewater’s or ~~reduction in business with~~control, ~~key~~which ~~customers;~~could ~~legal~~cause ~~proceedings;~~actual ~~ability~~results to ~~effectively~~differ ~~identify~~materially ~~and~~from ~~enter~~the ~~new~~results ~~markets;~~expressed ~~governmental regulation;~~or ~~and~~implied ~~ability~~by tothe ~~retain management and field personnel~~statements.

~~Additional~~2 information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Edgewater’s SEC filings. Edgewater’s filings may be obtained by contacting Edgewater or the SEC or through Edgewater’s web site at ir.edgewater.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.

~~The~~These ~~foregoing~~risks ~~list~~and ofuncertainties ~~risk~~include, ~~factors~~but isare not ~~exhaustive.~~limited ~~These~~to: ~~risks,~~failure asto ~~well~~obtain asthe ~~other~~required ~~risks~~votes ~~associated~~of Edgewater’s ~~with~~or Alithya’s shareholders; the ~~Arrangement,~~timing ~~are~~to ~~more~~consummate ~~fully~~the proposed business combination; the conditions to closing of the proposed business combination may not be satisfied or that the closing of the proposed business combination ~~discussed~~otherwise indoes not occur; the ~~prospectus/proxy~~risk ~~statement~~that a court approval that may be required for the proposed business combination is ~~included~~not inobtained or is obtained subject to conditions that are not anticipated; the ~~Registration~~diversion ~~Statement~~of ~~filed~~management ~~with~~time on transaction-related issues; the ~~SEC~~ultimate intiming, ~~connection~~outcome ~~with~~and results of integrating the ~~Arrangement.~~operations ~~Each~~of Edgewater and Alithya; the effects of the proposed business combination on Edgewater and Alithya ~~does~~following ~~not~~the ~~undertake~~consummation ~~any~~of ~~obligation~~the proposed business combination, including the combined company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to ~~update~~business relationships involving either or ~~revise~~both ~~any~~Edgewater ~~forward-looking~~and Alithya ~~statements~~resulting from the announcement or completion of the proposed business combination; expected synergies and other benefits from the proposed business combination and the ability of the combined companies to realize such synergies and other benefits; results of litigation, ~~whether~~settlements asand ainvestigations; ~~result~~actions by third parties, including governmental agencies; global economic conditions; difficulty in integrating acquisitions; shortages, delays in delivery and interruptions of ~~new~~supply ~~information~~of equipment, ~~future~~supplies ~~events~~and materials; weather; loss of, or ~~otherwise~~reduction in business with, ~~except~~key ascustomers; ~~required~~legal byproceedings; ~~law~~ability to effectively identify and enter new markets; governmental regulation; and ability to retain management and field personnel.

~~Item~~Additional 9information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Edgewater’s SEC filings.01 ~~Financial~~Edgewater’s ~~Statements~~filings may be obtained by contacting Edgewater or the SEC or through Edgewater’s web site at http://www.edgewater.com/ or through the SEC’s Electronic Data Gathering and ~~Exhibits~~Analysis Retrieval System (EDGAR) at http://www.sec.gov.

Exhibit Number		Description
99.1		Joint press release dated October 1, 2018

The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the proposed business combination, are more fully discussed in the proxy statement filed with the SEC in connection with the proposed business combination. Edgewater does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

3ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~SIGNATURES~~(d) Exhibits.

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.


Exhibit Number		Description of Exhibit

10.1		Amendment No. 2 to Arrangement Agreement, dated as of September 10, 2018, to Arrangement Agreement, dated as of March 15, 2018, among 9374-8572 Québec Inc., Alithya Group Inc. (“Alithya”) and 9374-8572 Delaware Inc.

99.1		Press release dated October 17, 2018.

~~Dated:~~3 ~~October 1, 2018~~

~~Edgewater~~SIGNATURES ~~Technology, Inc. By: /s/ Jeffrey L. Rutherford Name: Jeffrey L. Rutherford Title: Chairman, Interim President and Interim Chief Executive Officer (Principal Executive Officer)~~

4Pursuant 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.

Dated: October 17, 2018


EDGEWATER TECHNOLOGY, INC.

By:		/s/ Jeffrey Rutherford
Name: Title:		Jeffrey Rutherford Interim President and Chief Executive Officer

Filing Compare · EDGEWATER TECHNOLOGY INC/DE/