S-8 POS 1 ds8pos.txt POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 As filed with the Securities and Exchange Commission on May 30, 2002 Registration No. 333-88313 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2055549 --------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S - 8 REGESTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 71-0788538 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 Harvard Mill Square Wakefield, Massachusetts 01880 (Address of Principal Executive Officers) (Zip Code) ------------------------ EDGEWATER TECHNOLOGY, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) EDGEWATER TECHNOLOGY, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN (Full title of the plan) ------------------------- Gordon Y. Allison, Esq. Executive Vice President - General Counsel Edgewater Technology, Inc. 302 E. Millsap Rd. Fayetteville, Arkansas 72703 (479) 582-5444 (Name, address and telephone number, including area code, of agent for service) Copies to: Brian Lynch, Esq. Cooley Godward LLP Reston Town Center 11951 Town Center Reston, Virginia 20190 (703) 456-8575 EXPLANATORY NOTE This Post-Effective Amendment relates to Registration Statement No. 333-88313 on Form S-8 filed by Edgewater Technology, Inc. formerly known as StaffMark, Inc. (the "Company") on October 1,1999 (the "Registration Statement"). The Edgewater Technology, Inc. Amended and Restated 1996 Stock Option Plan was amended on March 20, 2002 (the "Plan"). This Post-Effective Amendment is being filed solely to add the Plan as so amended as Exhibit 4.8 to the Registration Statement via cross reference to it prior filing by the Company with the Securities and Exchange Commission (the "SEC"). The Company changed its name from "StaffMark, Inc." to "Edgewater Technology, Inc." on June 29, 2000. The Plan's name was also changed on June 29, 2000 from the "StaffMark, Inc. 1996 Amended and Restated Stock Option Plan" to the "Edgewater Technology, Inc. Amended and Restated 1996 Stock Option Plan." The Edgewater Technology, Inc. 1999 Employee Stock Purchase Plan, which plan's name was changed from the "StaffMark, Inc. 1999 Employee Stock Purchase Plan" to the "Edgewater Technology, Inc. 1999 Employee Stock Purchase Plan" on June 29, 2000, which plan is part of the Registration Statement was amended on May 22, 2002 to remove the one (1) year restriction on resale following purchase by plan participants (the "Purchase Plan"). This Post Effective Amendment is also being filed to add the Purchase Plan, as amended, to the Registrations Statement. ITEM 8. EXHIBITS Exhibit Number Description of Exhibit 4.8 Edgewater Technology, Inc. Amended and Restated 1996 Stock Option Plan. (Incorporated by Reference from Exhibit 10.48 to the Company's Form 10-K for the year ended 2001 filed with the SEC on March 27, 2002. 4.9 Edgewater Technology, Inc. 1999 Employee Stock Purchase Plan (Filed herewith). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 May 29, 2002. EDGEWATER TECHNOLOGY, INC. By: /s/ Gordon Y. Allison ------------------------------------------- Gordon Y. Allison Executive Vice President - General Counsel 2 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date ----------- ------ ------ /s/ Shirley Singleton President, Chief Executive Officer and Director May 29, 2002 ---------------------------- Shirley Singleton /s/ Kevin Rhodes Chief Financial Officer (principal financial and May 29, 2002 ---------------------------- accounting officer) Kevin Rhodes /s/ Clete T. Brewer * Director ---------------------------- Clete T. Brewer /s/ William J. Lynch * Director ---------------------------- William J. Lynch /s/ Charles A. Sanders * Director ---------------------------- Charles A. Sanders /s/ Bob L. Martin * Director ---------------------------- Bob L. Martin /s/ Michael R. Loeb Director ---------------------------- May 29, 2002 Michael R. Loeb By: /s/ Gordon Y. Allison May 29, 2002 ------------------------------- Gordon Y. Allison * Attorney in Fact Pursuant to Power of Attorney dated September 30, 1999.
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